TERRENO COMMUNITY DEVELOPMENT
DISTRICT

COLLIER COUNTY Initial Landowners’ & Organizational Meeting July 11, 2022
11:30 A.M.

Special District Services, Inc. 12260 Everglow Drive, #A3 North Port, FL 34293

www.terrenocdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA TERRENO
COMMUNITY DEVELOPMENT DISTRICT
Greyhawk Amenity Center 9275 Horned Lake Drive Naples, Florida 34120
INITIAL LANDOWNERS’ MEETING
July 11, 2022
11:30 A.M.

Call to Order
Proof of Publication…	Page 1
Establish a Quorum
Consider Adoption of Election Procedures…	Page 2
Election of Chair for Landowners’ Meeting
Election of Secretary for Landowners Meeting
Election of Supervisors
Determine Number of Voting Units Represented or Assigned by Proxy…	Page 5
Nomination of Candidates
Casting of Ballots…	Page 6
Ballot Tabulations
Certification of the Results
Landowners’ Comments
Adjourn

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Page 1

SPECIAL DISTRICT (CDD) ELECTION PROCEDURES

Landowners’ Meeting
In accordance with the provisions of Chapter 190, Florida Statutes, it is required that an initial meeting of the Landowners of the District be held within ninety (90) days following the effective date of the rule or ordinance establishing the District and thereafter every two (2) years during the month of November for the purpose of electing Supervisors. The second election by landowners shall be held on the first Tuesday in November; thereafter, there shall be an election of supervisors every two (2) years in November on a date established by the Board of Supervisors. The assembled Landowners shall organize by electing a Chairperson, who shall preside over the meeting; and a Secretary shall also be elected for recording purposes.

Establishment of Quorum
Any Landowner(s) present or voting by proxy shall constitute a quorum at the meeting of the Landowners.

Nomination of Candidates
At the meeting, the Chairperson shall call for nominations from the floor for Candidates for the Board of Supervisors. When there are no further nominations, the Chairperson shall close the floor for nominations. The names of each Candidate and the spelling of their names shall be announced. Nominees need not be present to be nominated.

Voting
Each Landowner shall be entitled to cast one (1) vote for each acre (or lot parcel), or any fraction thereof, of land owned by him or her in the District, for each open position on the Board. (For example, if there are three (3) positions open, an owner of one (1) acre or less (or one lot parcel) may cast one (1) vote for each of the three (3) positions. An owner of two (2) acres (or two lot parcels) may cast two (2) votes for each of the three (3) positions.) Each Landowner shall be entitled to vote either in person or by a representative present with a lawful written proxy.

Registration for Casting Ballots
The registration process for the casting of ballots by Landowners or their representatives holding their proxies shall be as follows:

At the Landowners’ Meeting and prior to the commencement of the first casting of ballots for a Board of Supervisor position, each Landowner, or their representative if proxies are being submitted in lieu thereof, shall be directed to register their attendance and the total number of votes by acreage (or lot parcels) to which each claims to be entitled, with the elected Secretary of the meeting or the District’s Manager.

Page 2

At such registration, each Landowner, or their representative with a lawful proxy, shall be provided a numbered ballot for the Board of Supervisor position(s) open for election. A District representative will mark on the ballot the number of votes that such Landowner, or their representative, is registered to cast for each Board of Supervisor position open for election.

All Landowner proxies shall be collected at the time of registration and retained with the Official Records of the District for subsequent certification or verification, if required.

Casting of Ballots
Registration and the issuance of ballots shall cease once the Chairperson calls for the commencement of the casting of ballots for the election of a Board of Supervisor(s) and thereafter no additional ballots shall be issued.
The Chairperson will declare that the Landowners, or their representatives, be requested to cast their ballots for the Board of Supervisor(s). Once the ballots have been cast, the Chairperson will call for a collection of the ballots.
Counting of Ballots
Following the collection of ballots, the Secretary or District Manager shall be responsible for the tabulation of ballots in order to determine the total number of votes cast for each candidate that is seeking election.
At the second and subsequent landowner elections*, the two (2) candidates receiving the highest number of votes will be declared by the Chairperson as elected to the Board of Supervisors for four-year terms. The candidate receiving the next highest number of votes will fill the remaining open position on the Board of Supervisors for a two-year term, as declared by the Chairperson.
* At the final landowner election (after the 6th or 10th year), the candidate receiving the highest number of votes will be elected to the Board of Supervisors for a four-year term (two (2) supervisors are elected by General Election).
Contesting of Election Results
Following the election and announcement of the votes, the Chairperson shall ask the Landowners present, or those representatives holding proxies for Landowners, whether they wish to contest the election results. If no contests are received, said election results shall thereupon be certified.
If there is a contest, the contest must be addressed to the Chairperson and thereupon the individual casting a ballot that is being contested will be required to provide proof of ownership of the acreage (or lot parcels) for which they voted at the election within five (5) business days of the Landowners’ Meeting. The proof of ownership shall be submitted to the District Manager who will thereupon consult with the District’s General Counsel and together they will review the material provided and will determine the legality of the contested ballot(s). Once the contests are resolved, the Chairperson shall reconvene the Landowners’ Meeting and thereupon certify the election results.

Recessing of Annual Landowners’ Meeting
In the event there is a contest of a ballot or of the election, the Landowners’ Meeting shall be recessed to a future time, date and location, at which time the election findings on the contest shall be reported in accordance with the procedure above and the newly elected Supervisor(s) shall thereupon take their Oath of Office.

Miscellaneous Provisions
Each Landowner shall only be entitled to vote in person or by means of a representative attending in person and holding a lawful written proxy in order to cast said Landowner’s votes.

Proxies will not require that proof of acreage (or lot parcel) ownership be attached. Rather, proof of ownership must be provided timely by the holder of the proxy, if the proxy is contested in accordance with the procedure above.

LANDOWNER PROXY

TERRENO COMMUNITY DEVELOPMENT DISTRICT COLLIER COUNTY, FLORIDA
LANDOWNERS’ MEETING – JULY 11, 2022

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints 	 (“Proxy Holder”) for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of the Terreno Community Development District to be held at Greyhawk Amenity Center, 9275 Horned Lake Drive, Naples, Florida 34120, on July 11, 2022 at 11:30 a.m. and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting.

Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners’ meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the landowners’ meeting prior to the Proxy Holder’s exercising the voting rights conferred herein.

Pulte Home Company, LLC
Printed Name of Legal Owner

Signature of Legal Owner	Date

Parcel Description	Acreage	Authorized Votes

	See Attached			 ACRES 	 VOTES

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

Total Number of Authorized Votes:		

NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes, a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. Moreover, two (2) or more persons who own real property in common that is one acre or less are together entitled to only one vote for that real property.

If the fee simple landowner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto (e.g., bylaws, corporate resolution, etc.).

1

OFFICIAL BALLOT
TERRENO COMMUNITY DEVELOPMENT DISTRICT COLLIER COUNTY, FLORIDA
LANDOWNERS’ MEETING – JULY 11, 2022

For Election (5 Supervisors): The two (2) candidates receiving the highest number of votes will each receive a four
(4) year term, and the three (3) candidates receiving the next highest number of votes will each receive a two (2) year term, with the term of office for each successful candidate commencing upon election.

The undersigned certifies that he/she/it is the fee simple owner of land, or the proxy holder for the fee simple owner of land, located within the Terreno Community Development District and described as follows:

Description	Acreage

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel.] [If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

or

Attach Proxy.

I, 	, as Landowner, or as the proxy holder of Pulte Home Company, LLC
(Landowner) pursuant to the Landowner’s Proxy attached hereto, do cast my votes as follows:

NAME OF CANDIDATE	NUMBER OF VOTES

   		 	

   		 	

Date: 		Signed: 	
Printed Name: 	

AGENDA TERRENO
COMMUNITY DEVELOPMENT DISTRICT
Greyhawk Amenity Center 9275 Horned Lake Drive Naples, Florida 34120
ORGANIZATIONAL MEETING
July 11, 2022
11:30 A.M.

Call to Order
Proof of Publication…	Page 9
Seat New Board Members (from Landowners’ Election)
Administer Oaths of Office
Review Board Members Responsibilities and Duties
Establish Quorum
Consider Resolution No. 2022-01 – Canvassing and Certifying Results of the Landowners’
Election of Supervisors Held Pursuant to Section 190.006(2), Florida Statutes…	Page 10
Consider Resolution No. 2022-02 – Election of Officers.	Page 13
Chairman
Vice Chairman
Secretary
Treasurer/Assistant Treasurer
Assistant Secretaries
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Hiring of Consultants/Professionals
Consider Appointment of District Manager…	Page 14
Consider Appointment of District General Counsel…	Page 20
Consider Appointment of Interim District Engineer…	Page 25
Consider Appointment of Investment Banker…	Page 38
Consider Appointment of Trustee…	Page 43
Consider Appointment of Bond Counsel…	Page 44
Policies/Procedures
Consider Resolution No. 2022-03 – Designating a Registered Agent and Primary
Administrative Office…	Page 46
Consider Resolution No. 2022-04 – Ratifying, Confirming and Approving the Recording
of the Notice of Establishment…	Page 47
Consider Resolution No. 2022-05 – Designating Local Records Office…	Page 48
Consider Resolution No. 2022-06 – Adopting Records Retention Policy…	Page 49
Consider Resolution No. 2022-07 – Designating a Public Comment Period…	Page 62

Consider Resolution No. 2022-09 – Authorizing Chairman to Execute Plats, Permits
and Conveyances…	Page 69
Consider Resolution No. 2022-10 – Adopting Alternative Investment Guidelines.	Page 71
Consider Resolution No. 2022-11 – Adopting Prompt Payment Policy.	Page 73
Consider Resolution No. 2022-12 – Approving Statewide Mutual Aid Agreement.	Page 86
Consider Resolution No. 2022-13 – Adopting Travel Reimbursement Policy…	Page 89
District Business
Authorization to Issue RFQ for Engineering Services…	Page 92
Authorization to Issue RFP for Auditing Services…	Page 95
Designation of Board of Supervisors as Audit Committee
Consider Authorization to Obtain General Liability and Public Officers Insurance
Consider Resolution No. 2022-14 – Setting the FY 2021/2022 & FY 2022/2023
Regular Meeting Schedule and Location…	Page 100
Consider Resolution No. 2022-15 – Approving Proposed FY 2021/2022 Annual
Budget and Setting a Public Hearing Date for Final Adoption…	Page 102
Consider Resolution No. 2022-16 – Approving Proposed FY 2022/2023 Annual
Budget and Setting a Public Hearing Date for Final Adoption…	Page 109
Consider Budget Funding Agreement for Fiscal Year 2021/2022…	Page 116
Consider Budget Funding Agreement for Fiscal Year 2022/2023…	Page 132
Consider Resolution No. 2022-17 – Setting Public Hearing on the Rules of Procedure…	Page 148
Consider Resolution No. 2022-18 – Setting Public Hearing for Intent to Use Uniform
Method of Collection…	Page 212
Consider Resolution No. 2022-19 – Designating a Qualified Public Depository…	Page 213
Consider Resolution No. 2022-20 – Establishing CDD Checking Account Signers…	Page 215
Consider Resolution No. 2022-21 – Adopting Internal Control Policy…	Page 216
Consider Resolution No. 2022-22 – Adopting Compensation for Board Members…	Page 222
Authorization to Enable District Manager to be able to Spend $5,000 Unbudgeted,
$5,001+ with Chair Consent
Bond Related Proceedings
Consider Bond Financing Team Funding Agreement…	Page 223
Consider Approval of Acquisition Agreement…	Page 228
Consider Approval of Preliminary Engineer’s Report…	Page 239
Consider Approval of Master Special Assessment Methodology Report…	Page 254
Consider Resolution No. 2022-23 – Authorizing the Issuance of Bonds…	Page 255
Consider Resolution No. 2022-24 – Declaring Assessments…	Page 263
Consider Resolution No. 2022-25 – Setting Public Hearing on Assessments	Page 268
Administrative Matters
Board Members Comments

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7?<?W<709;3Y73N47;fOfZ4Nfp6O6DOM;O7B7NfX3798o;8Nw57E9`<3<Ox@8@N7ZO@7mf5O?>n6O3b;5>697O169p;67N;08<?79N3ND@3N5s@7@95n\NZO4N@O@>@64imO@pN;m45;2@0978f73N9@D;@Oi4N04O;Om@O>;56g7]937gi8Mi1;N7<3;73<@9b<7>gNO7@N;@57h2;NOnN4O75f75>46y6@8@;B5N9`2p6m3q3@OZO;o2;6N3437m78a89N2N7;7@f79f@O8N@7O95174mN1D@7D9iP<8@9O34@74@?O9Y@839N79;4m498s74N;9g7;789O8vO@C=2461;hCN>9f74z8Nh@5679x1O7i4E1i;5;:Di463O930>;@O;26<63N;O37w7379267Njo85@7<@DrNm7mNOmPx@N;4h3f57l@91@7;rN89O9O4C4@87953Em@8;7g{mOf8@zC6;1;yNz571O9B7xO<@4=6BO8B957O4E5j@?76kO<X=N47;O@O4;63f6f485fO7N4O697ON_294D4@3f>O7;69O;9;97_N8O@;734=;O@mg;5394?]97O5981N;O?9gDN@g<746f?O7Nt@6ON@9i3^h7m757@4]5;3NUN;<@>@f97mNmNhN;8f47;@f4;@p9;7O6?V3783k;6=l<949pf7974Z;85N;5O<O@5NOf@7?54@Nf@;N97O9594@;8@7O]79@g9N7i7^7hN52@h@7h@7<4NO@7fmN727O@47>59nD>gp
O|6q7qx67jV;VN4e9lgtpWxm{|EE{yoo{|qqEjd@4f7lDm@N;4849f@9O;fO49gO67=45ON4fO_;9;g7N^5Umm4f7pZ<7N5@9?6@87f4875O@;<<7;3;9>

RESOLUTION 2022-01

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

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

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

WHEREAS, such landowners meeting was held on July 11, 2022, the minutes of which are attached hereto as Exhibit A, and at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

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

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

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

Seat 1	Votes 	
Seat 2	Votes 	
Seat 3	Votes 	
Seat 4	Votes 	
Seat 5	Votes 	

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

4 Year Term
4 Year Term
2 Year Term
2 Year Term
2 Year Term

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

PASSED AND ADOPTED THIS 11th DAY OF JULY 2022.

Attest:

TERRENO COMMUNITY DEVELOPMENT DISTRICT

 	
Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A: Meeting Minutes of July 11, 2022 Landowners Meeting

EXHIBIT A

Meeting Minutes of July 11, 2022 Landowners Meeting

RESOLUTION 2022-02

A RESOLUTION ELECTING THE OFFICERS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT, COLLIER COUNTY, FLORIDA.

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

Whereas, the Board of Supervisors of the District (“Board”) desires to elect the Officers of the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1. The following persons are elected to the offices shown:

Chairperson	 		
Vice Chairperson	 		
Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Treasurer	 		
Assistant Treasurer	 		

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Terreno CDD Management Agreement July 11, 2022
Page 1 of 6

AGREEMENT FOR SERVICES MANAGEMENT AND VALIDATION

This Agreement made and entered this 11th day of July, 2022 between Terreno Community Development District (hereinafter called the District) located in Collier County, Florida (hereinafter called the County) and Special District Services, Inc. (hereinafter called SDS).

WHEREAS, the primary objective of this Agreement is for SDS to provide management, consulting and bond validation services to the District acting as an agent of the District as mandated by Chapter 190.007 Florida Statutes; and

WHEREAS, District proposes to engage SDS to perform the tasks identified herein; and,

WHEREAS, District and SDS desire to reduce their Agreement to writing, setting forth the services to be rendered by SDS to District and the compensation to be paid by District to SDS for services rendered under this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:

SECTION I — RECITALS

The recitals set forth hereinabove are true and correct and incorporated herein by reference.

SECTION II — MANAGEMENT SERVICES

WORK PROGRAM — Management

Task 1. SDS will serve as general manager to the District and an officer of the District and will provide those services necessary for the management and operation of the District including, but not limited to, preparation of agendas, legal advertisements, minutes of meetings, preparation and maintenance of mandated District website (in accordance with section 189.069, Florida Statutes), including ADA compliance monitoring, communications and coordination with other governmental agencies and District professionals, general supervision, and day to day management of the operations of the District in accordance with the provisions of Chapters 119, 189 and 190, Florida Statutes. Management of the maintenance of District facilities or property is not included in this Agreement and is subject to negotiation if required. During the first year of this Agreement the number of District Board meetings shall be unlimited. For subsequent years, District Board meetings shall be limited to twelve (12) meetings per year, with additional meetings subject to fees mutually agreed to by both parties.

Terreno CDD Management Agreement July 11, 2022
Page 2 of 6

Task 2. SDS will maintain the District books, accounts, records, purchasing procedures and financial reporting procedures, write all checks and prepare financial reports in accordance with District policies and rules and Florida law.

Task 3. SDS will assist the District in the selection of professionals, including district counsel, bond counsel, financial advisor and underwriter, or, if directed by the District, SDS, as an officer and general manager of the District will retain such professionals for the District in accordance with terms mutually agreed to by the parties.

Task 4. SDS, as general manager of the District, will provide general consulting services to District on a continuing basis. Consulting services include, but are not limited to, budgeting, public bidding and competitive negotiation requirements for public works projects, governmental accounting and chart of account requirements, policies and procedures, staffing and personnel requirements, and such other special district services that will need to be addressed in the immediate and long term future.

Task 5. SDS will prepare the annual assessment roll for the submittal to the County following adoption by the District.

Task 6. SDS will assist the District in the structuring or restructuring of bond issue(s) as necessary and agreed to by the District. Services include, but are not limited to, assistance in the preparation of the Schedule of Events, the financing plan, the Official Statement and other financing documents. A representative of SDS will be available to testify as an expert witness at any bond validation or other legal proceeding.

Task 7. SDS will provide such other services as mutually agreed to by the parties.

WORK PROGRAM - VALIDATION

Task 1. SDS will assist District’s counsel, bond counsel, financial advisor and underwriter in reviewing the Engineers Report that is required for Validation.

Task 2. SDS, upon the request of the District, will prepare the Special Assessment Methodology Report that is required for Validation.

Task 3. SDS, upon the request of the District, will assist Bond Counsel and District Counsel in preparing for Validation.

Task 4. SDS, if requested, will serve as an expert witness for the Validation hearing.

Upon the completion of the Special Assessment Methodology Report and delivery to the Board of Supervisors of the District, payment to SDS for Section III is due and payable. SDS will perform Tasks 3 and 4 of Section III at no additional cost.

SECTION III — COMPENSATION

MANAGEMENT SERVICES

Terreno CDD Management Agreement July 11, 2022
Page 3 of 6

Task 1-4.  $36,000 per year, payable in twelve (12) equal monthly payments of $3,000. Said fee will be increased annually after the first year based on any increase in the Consumer Price Index (CPI) capped at 3% in any one year. The fee for establishing and maintaining the District website shall be $3,000 annually, payable monthly.

Task 5. $5,000 per year payable upon the submittal of the final Annual Assessment Roll to the
County.

Task 6. The fee for assisting the District in preparing and consummating a bond issue shall be a flat fee of $20,000 per bond issue.

Task 7. This fee will be mutually agreed to by the parties prior to commencement.

VALIDATION SERVICES

Task 1. There is no charge for Task 1.

Task 2. Upon the completion of the Master Special Assessment Methodology Report and delivery to the Board of Supervisors SDS shall be paid the amount of $15,000. For each Supplemental Special Assessment Methodology Report, the SDS fee shall be $10,000.

Task 3. There is no charge for Task 3.

Task 4. There is no charge for Task 4.

In addition, for its services as general manager to the District, SDS shall be reimbursed for out- of-pocket expenses incurred in the performance of the services defined herein (i.e. photocopies, postage, long distance telephone calls, mileage, etc.). SDS will submit monthly invoices to District for work performed under the terms of this Agreement. Payment shall become due and payable within fifteen (15) days of receipt. Compensation for additional services covered under Section II, Task 7 shall be in accordance with the terms mutually agreed to by the parties.

NOTE: There will likely be other costs associated with the management of the District such as the Engineer's report, financial advisory fees, legal fees and legal advertising. These functions will be performed by others and are not a part of this agreement.

SECTION V — DOCUMENTS

All documents, maps, drawings, data and worksheets prepared by SDS under this Agreement shall be the property of the District, upon payment in full of all fees and costs set forth above.

SECTION VI - TERM OF AGREEMENT

This Agreement shall be continuous beginning with the date the Agreement is signed. Termination of the Agreement shall be available to each party with written notice given sixty (60) days in advance of the intent to cancel. If termination is by the District and not for cause, District will pay SDS through the end of the sixty (60) day termination notice period, plus an additional thirty (30)

Terreno CDD Management Agreement July 11, 2022
Page 4 of 6

days, for management fees as stated for Tasks 1-4 of Section IV, in addition to any other fees or costs due hereunder.

If termination is by the District and for cause, this Agreement will terminate immediately without advance written notice. "For cause" termination shall be defined, for purposes of this Agreement, as the breach of any material term of this Agreement.

SECTION VII —AMENDMENTS/ASSIGNMENTS

This Agreement represents the entire understanding between the parties.

This Agreement is non-transferable and non-assignable without the express written consent of both parties.

This Agreement may be amended only by a written addendum, addenda or amendment agreed to by both parties.

This Agreement may be executed in counterparts, all of which together shall constitute one Agreement,

This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida.

SECTION VIII – INDEMNIFICATION

SDS will defend, indemnify, hold harmless the District and its supervisors, officers, staff and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorneys’ fees, that the District may hereafter incur, become responsible for, or be caused to pay out, arising out of or relating to, in whole or in party by, SDS’s failure to perform under this Agreement or at law, or negligent, reckless, and/or intentionally wrongful acts or omissions of SDS. SDS’s payment obligations under this provision is limited to SDS’s apportionment of liability. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District may be entitled and shall continue after SDS has ceased to be engaged under this Agreement.

SECTION IX – COMPLIANCE WITH GOVERNMENTAL REGULATIONS

In performing its obligations under this Agreement, SDS shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, and ordinances. If SDS 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 a 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 SDS or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirement 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

Terreno CDD Management Agreement July 11, 2022
Page 5 of 6

comply notice, or report of a violation of an alleged violation, the District may terminate this Agreement, such termination to be effective upon the giving of notice of termination.

SECTION X – COMPLIANCE WITH PUBLIC RECORDS LAWS

SDS understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, SDS agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. SDS acknowledges that the designated public records custodian for the District is Todd Wodraska (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the SDS 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 the SDS 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 SDS’ s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the SDS, the SDS 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 SDS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’ S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 630-4922, TWODRASKA@SDSINC.ORG, AND 2501 BURNS ROAD, SUITE A, PALM BEACH GARDENS, FLORIDA 33410.

SECTION XI- LIMITS OF LIABILITY

Nothing contained herein 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 contained in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION XII - SEVERABILITY

In the event that any provision of this Agreement shall be determined to be unenforceable or invalid by a court of competent jurisdiction, such unenforceability or invalidity of the particular provision shall not affect the enforceability or validity of the remaining provisions of the Agreement, which shall remain in full force and effect.

Terreno CDD Management Agreement July 11, 2022
Page 6 of 6

SECTION XIII - MISCELLANEOUS

If either party to this Agreement shall institute any suit or legal action to enforce any of the terms or conditions of this Agreement, the substantially prevailing party shall be entitled to recover all costs incurred, including but not limited to reasonable attorney's fees, paralegal fees and expert witness fees and cost for all matters related to such litigation, and any appeal thereto. Venue for any action arising out of this Agreement shall lie in Collier County, Florida.

The District acknowledges that SDS is an officer and general manager of the District and is not an attorney and may not render legal advice or opinions, or a financial advisor registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board, and is not engaged to give advice with respect to the issuance of bonds or municipal financial products.

Time is of the essence as to this Agreement.

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

TERRENO COMMUNITY DEVELOPMENT DISTRICT

SPECIAL DISTRICT SERVICES, INC.

By: 		By: 	

Todd Wodraska, President
 	
Printed Name and Title	Date	Printed Name and Title	Date

RETENTION AND FEE AGREEMENT

PARTIES

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

Terreno Community Development District (“Client”) c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, Florida 33410 and
Kutak Rock LLP (“Kutak Rock”) 107 West College Avenue Tallahassee, Florida 32301

SCOPE OF SERVICES

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

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

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

CLIENT FILES

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

FEES

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

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

Alyssa C. Willson	$290	
Associates	$250 - $275	
Paralegals	$170	

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

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

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

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

BILLING AND PAYMENT

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

DEFAULT; VENUE

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

CONFLICTS

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

ACKNOWLEDGMENT

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

TERMINATION

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

EXECUTION OF AGREEMENT

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

ENTIRE CONTRACT

This Agreement constitutes the entire agreement between the parties.

Accepted and Agreed to:

TERRENO COMMUNITY DEVELOPMENT DISTRICT

By:		 Its:	  Date:	

KUTAK ROCK LLP

By:	 Its: 	  Date:		

ATTACHMENT A

KUTAK ROCK LLP
CDD EXPENSE REIMBURSEMENT POLICY

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

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

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

Postage. Postage is billed at actual cost.

Overnight Delivery. Overnight delivery is billed at actual cost.

Local Messenger Service. Local messenger service is billed at 56 cents per mile. Should the Internal Revenue Service increase the mileage allowance, Kutak Rock shall, without further action, be entitled to reimbursement at the increased rate.

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

Travel. Travel (including air fare, rental cars, taxicabs, hotel, meals, tips, etc.) is billed at actual cost. Where air travel is required, coach class is used wherever feasible. Out-of-town mileage is billed at 56 cents per mile. Should the Internal Revenue Service increase the mileage allowance, Kutak Rock shall, without further action, be entitled to reimbursement at the increased rate. Reasonable travel-related expenses for meals, lodging, gratuities, taxi fares, tolls, and parking fees shall also be reimbursed.

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

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

JRE #

WORK ORDER
FOR CONSULTANT SERVICES

PROJECT NAME/PHASE:	DATE: 	June 22, 2022	

 Terreno CDD – General Consultation		ORDERED BY: 	Kathleen Meneely	

FEE TYPE:
 COST PLUS	LUMP SUM
Estimated at:	$15,000		Fixed Fee: 	$	 Time and materials based on hourly rate schedule
in effect at time service in rendered.

Scope Description

General Consultation
Attend CDD board meetings and preparation
Prepare project reports for bond project phases
Coordination with bond team, council, and CDD board as needed

Reimbursable Expenses – Cost + 15%
Reimbursable expenses including but not limited to, document reproductions, mileage and delivery services, will be reimbursed per the attached rate schedule.

All regulatory agency review and permit fees are the responsibility of the Client and are not part of this Work Order fee.

AUTHORIZATION:

The work referenced above will be initiated when copy of this work order is signed by both parties.
I hereby authorize the performance of the above services and agree to pay the charges resulting therefrom as identified in the "FEE-TYPE" above. Work authorized under this agreement is subject to the attached J.R. Evans Engineering Terms & Conditions.

	6/22/22			
Josh Evans, P.E.	Date	Kathleen D. Meneely, on behalf of	Date
J.R. Evans Engineering, P.A.	Special District Services

J.R. EVANS ENGINEERING 
9351 CORKSCREW ROAD, STE. 102 / ESTERO, FL 33928 / 239.405.9148 (p) / 239.288.2537 (f)

Terreno CDD	June 22, 2022
General Consultation	Page 2 of 3

Hourly Rate Codes (effective 05/28/22):

These rates are subject to any increases which may take effect over the term on the contract.

Principal Engineer	$280
Senior Project Manager II	$250
Senior Project Manager I	$220
Project Manager II	$190
Project Manager I	$175
CRS/NFIP Consultant	$165
Project Engineer IV	$160
Project Engineer III	$145
Project Engineer II	$135
Project Engineer I	$125
CAD Manager	$155
Senior Designer	$140
Designer	$125
GIS Specialist	$140
Construction Inspector II	$125
Construction Inspector I	$95
Intern	$75
Project Coordinator	$85
Administrative	$60

Reimbursable Expenses: Cost plus 15% Mileage: Current IRS Mileage Rate
Expert Witness at 200% of Scheduled Rate Reproduction: Administrative Rate plus below cost:
24x36 B/W Print $1.50/sheet	 24x36 Color Print $15/sheet 24x36 Color Aerial - $35/sheet	8 ½ x 11 B/W - $0.25/sheet
8 ½ x 11 Color - $1.00/sheet	11 x 17 B/W - $1.25/sheet
11 x 17 Color - $2.50

Page 26

Terreno CDD	June 22, 2022
General Consultation	Page 3 of 3

STANDARD BUSINESS TERMS & CONDITIONS
These Standard Business Terms & Conditions are attached to, and made part of, the Proposals and Agreements between J.R. Evans Engineering, P.A. and Client.
Limitation of Liability
J.R. Evans Engineering’s services under this Agreement will be consistent with the Standard of Care for all professional engineering and related services to be performed or furnished by J.R. Evans Engineering. These engineering services shall be provided with the care and skill ordinarily provided by members of the Engineering Profession practicing under similar circumstances. Upon notice to J.R. Evans Engineering and by mutual Agreement between the parties, J.R. Evans Engineering will correct those services not meeting such a standard without additional compensation.
J.R. Evans Engineering and Client recognize that the project involves risk. The risks have been allocated such that the Client agrees to the fullest extent permitted by the law, J.R. Evans Engineering’s total liability to Client for any and all injuries, claims, losses, expenses, damages, reasonable attorney’s fees, and defense costs, arising out of or in any way connected to this project and/or Agreement from any cause or causes, shall not exceed the amount of the fee charged for the specific service described. Such causes include, but are not limited to, J.R. Evans Engineering’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty.
Design Professionals; Contractual Limitation on Liability
A design professional employed by a business entity or an agent of the business entity is not individually liable for damages resulting from negligence occurring within the course and scope of a professional services contract if:
The contract is made between the business entity and a claimant or with another entity for the provision of professional services to the claimant;
The contract does not name as a party to the contract the individual employee or agent who will perform the professional services;
Pursuant to this section, an individual employee or agent may not be held individually liable for negligence;
The business entity maintains any professional liability insurance required under the contract; and
Any damages are solely economic in nature and the damages do not extend to personal injuries or property not subject to the contract.
As used in this section, the term “business entity” means any corporation, limited liability company, partnership, limited partnership, proprietorship, firm, enterprise, franchise, association, self-employed individual, or trust, whether fictitiously named or not, doing business in this state.
Payments and Collection
Invoicing will be provided on a monthly basis or at completion of the service. Statements are due and payable upon receipt. Client agrees to carefully read all billing statements and promptly notify J.R. Evans Engineering, in writing, of any claimed errors or discrepancies, within fifteen (15) days from the date of the statement. If J.R. Evans Engineering is not notified by the Client in writing, it is presumed that the owner agrees with the correctness, accuracy, and fairness of the billing statement.
Past due amounts may incur a late fee of 1% and J.R. Evans Engineering can upon giving 7 days written notice to Client, suspend services until payment in full is received. Retainers shall be credited on the final invoice. J.R. Evans Engineering is entitled to collect reasonable fees and costs, including collection agency, attorney’s fees and interest as required to obtain collection of any fees under the Agreement.
Reimbursable Expenses
Expenses for reproduction services, courier fees, delivery, presentation materials, long distance phone calls, travel made on behalf of the project, subcontractors, and any other out-of-pocket expenses incurred on the project are reimbursable to J.R. Evans Engineering. These expenses will be billed to the Client per the Rate Schedule in effect at time of services.
Permit and Application Fees
Client shall pay all permit and application fees required for the project.
Letters of Map Change (LOMC)
If a LOMC is granted for the project area, J.R. Evans Engineering is not responsible (financially or otherwise) for any future LOMC’s performed by FEMA (and/or its contractors) or private consultants, which could potentially modify the project area’s Flood Insurance Rate designation.
The VE flood zone removal guarantee shall become null and void and shall not be applicable in the event of the following: If the building(s), is found by FEMA to have been constructed in violation(s) of FEMA/NFIP floodplain management rules/regulations in effect at time of construction, and a cure for the violation(s) is not provided by the Client (or others representing the Client) to FEMA's satisfaction, and FEMA subsequently denies or otherwise rejects the LOMR application due solely to the outstanding violation(s).
Termination
This agreement may be terminated by either party upon thirty days’ written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Irrespective of which party shall affect termination, the Client shall pay J.R. Evans Engineering for all services rendered to the date of termination.
Duty to Cooperate
The parties agree to provide reasonable access to information regarding the site or the Work performed and to responsible personnel as may be required to address any claim made regarding the Work performed or this Agreement. The parties further agree to provide copies to each other of any claims, demands or notices from any federal, state or local public agency regarding the Work performed for this Agreement.
Attorney Fees
Should litigation arise related to services under this Agreement, the prevailing party is entitled to recover reasonable costs including staff time, court costs, attorney fees and related expenses.
Mediation
J.R. Evans Engineering and Client agree that all disputes or claims between them arising out of or relating to this Agreement made during design, construction, or post- construction of the project shall be submitted to nonbonding mediation unless the parties agree otherwise.
Ownership of Documents
All documents, including electronic media, prepared by J.R. Evans Engineering under this Agreement shall remain the property of J.R. Evans Engineering. These documents may not be used by Client for any other endeavor without the written consent of J.R. Evans Engineering.
Delays

J.R. Evans Engineering is not responsible for delays caused by factors beyond J.R. Evans Engineering’s control including but not limited to the production of contract documents; issuance of permits from any government or agency; beginning or completion of construction; or performance of any phase of the work pursuant to this Agreement. J.R. Evans Engineering does not guarantee issuance of any permit.

Updated 05.15.19

Page 27

AGREEMENT BETWEEN THE TERRENO COMMUNITY DEVELOPMENT DISTRICT AND JR EVANS ENGINEERING, P.A. FOR INTERIM PROFESSIONAL ENGINEERING SERVICES

This Agreement (“Agreement”) made and entered into this 11th day of July 2022, by and between:

Terreno Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Collier County, Florida (“District”); and

JR Evans Engineering, P.A., a Florida corporation, with a mailing address of 9351 Corkscrew Road, Suite 102, Estero, Florida 33928 (“Engineer”).

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 (“Uniform Act”), by ordinance of Collier County, Florida; and

Whereas, the District is authorized to plan, finance, construct, install, acquire and/or maintain improvements, facilities and services in conjunction with the development of the lands within the District; and

Whereas, the District intends to employ Engineer on an interim basis to perform engineering, surveying, planning, landscaping, construction administration, environmental management and permitting, financial and economic studies, as defined by a separate work authorization; and

Whereas, the Engineer shall serve as District’s professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of his services.

Now, therefore, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to the Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:

Section 1.  Scope of Services

The Engineer will provide general engineering services, including:

Preparation of any necessary reports and attendance at meetings of the District’s Board of Supervisors.
Assistance in meeting with necessary parties involving bond issues, special reports, feasibility studies, or other tasks.
Any other items requested by the Board of Supervisors.

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Section 2. Method of Authorization. Each service or project shall be authorized in writing by the District. The written authorization shall be incorporated in a Work Authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project bring authorized. Authorization of services or projects under the contract shall be at the sole option of the District.

Section 3. Compensation. It is understood and agreed that the payment of compensation for services under this contract shall be stipulated in each Work Authorization. One of the following methods will be utilized:

Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished.

Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires the use of the hourly compensation rates outlined in Schedule “A.”

Section 4. Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:

Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes, and with the District’s travel policy.

Expense of reproduction, postage and handling of drawings and specifications.

Section 5. Term of Contract. It is understood and agreed that this contract is for interim engineering services. It is further understood and agreed that the term of this contract will be from the time of execution of this contract by the parties until such time as the District notifies Engineer that is has entered into a subsequent agreement for engineering services.

Section 6. Special Consultants. When authorized in writing by the District, additional special consulting services may be utilized by Engineer and paid for on a cost basis.

Section 7. Books and Records. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder. The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Section 8.	Ownership of Documents.

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All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the “Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the Project. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

Section 9. Accounting Records. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.

Section 10. Reuse of Documents. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer.

Section 11. Estimate of Cost. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor's(s') methods of determining prices, or over

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competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the construction cost within any limitation established by the District will be considered additional services and justify additional fees.

Section 12. Insurance. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:
Workers Compensation	Statutory General Liability
Bodily Injury	$1,000,000/$2,000,000 (including Contractual)
Property Damage	$1,000,000/$2,000,000 (including Contractual)

Automobile Liability
Bodily Injury/Property Damage	Combined Single Limit $1,000,000

Professional Liability for
Errors and Omissions	$1,000,000

Engineer shall provide District with a certificate evidencing compliance with the above terms and naming the District and its supervisors, employees, agents and staff as additional insureds. Engineer shall provide the District with thirty (30) days notice of cancellation. At no time shall Engineer be without insurance in the above amounts.

Section 13. Contingent Fee. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

Section 14. Audit. The Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of three years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of the Engineer involving transactions related to the Agreement. The Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required

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records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of all work under the Agreement.

Section 15. Indemnification. The Engineer agrees, to the fullest extent permitted by law, to indemnify, defend, and hold the District harmless of and from any and all liabilities, claims, causes of action, demands, suits, or losses arising from the negligent acts, errors or omissions of the Engineer, Engineer's agents or employees, in the performance of professional services under this Agreement. Engineer agrees and covenants that nothing herein shall constitute or be construed as a waiver of the District's sovereign immunity pursuant to Section 768.28, Florida Statutes.

The District agrees, to the extent permitted by Section 768.28, Florida Statutes, and other applicable law, to indemnify and hold the Engineer harmless from any damage, liability or cost to the extent caused by the District's own negligent acts, errors or omissions and those of the District's agents or employees arising from the obligations and duties of the District under this Agreement.

SECTION 16. COMPLIANCE WITH PUBLIC RECORDS. Engineer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Engineer agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Engineer acknowledges that the designated public records custodian for the District is Kathleen Meneely (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Engineer 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 the Engineer 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 Engineer’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Engineer, the Engineer 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 ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 2501A BURNS ROAD, PALM BEACH GARDENS, FLORIDA, 33410, PHONE: (561) 630-4922, E-MAIL KDAILEY@SDSINC.ORG.

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Section 17. Employment Verification. The Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

Section 18. Controlling Law. Engineer and the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida.

Section 19. Assignment. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to Section 6 herein.

Section 20. Termination. The District and the Engineer may terminate this Agreement without cause upon written notice. At such time as Engineer receives notification by the District to terminate the contract, Engineer shall not perform any further services unless directed to do so by the Board of Supervisors. In the event of any termination, Engineer will be paid for services rendered to the date of termination and all reimbursable expenses incurred to the date of termination.

Section 21. Recovery of Costs and Fees. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees.

Section 22. Agreement. This Agreement reflects the negotiated agreement of the parties, each represented by competent legal counsel. Accordingly, this Agreement shall be construed as if both parties jointly prepared it, and no presumption against one party or the other shall govern the interpretation of any of the provisions of this Agreement.

Section 23. Independent Contractor. The District and Engineer agree and acknowledge that Engineer shall serve as an independent contractor of the District. Neither Engineer nor employees of Engineer, if any, are employees of the District under the meaning or application of any federal or state unemployment, insurance laws, or any other potentially applicable laws. Engineer agrees to assume all liabilities or obligations by any one or more of such laws with respect to employees of Engineer, if any, in the performance of this Agreement. Engineer shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and Engineer shall have no authority to represent as agent, employee, or in any other capacity the District unless set forth differently herein or authorized by vote of the Board.

Section 24. 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. Signature and

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acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Section 25. Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative of the District and the Engineer in the spaces provided below.

Section 26. E-Verify Requirements. The Engineer shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Engineer 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 Engineer has knowingly violated Section 448.091, Florida Statutes.

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

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

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

SECTION 27.	COMPLIANCE WITH SECTION 20.055, FLORIDA STATUTES. The Engineer
agrees to comply with Section 20.055(5), Florida Statutes, to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant such section and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes.

[Remainder of this page intentionally left blank]

Page 7 of 10

In witness whereof, the parties hereto have caused these present to be executed the day and year first above written.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

WITNESS:	JR EVANS ENGINEERING, P.A., a
Florida corporation

By: 	
[Print Name]	Its: 	

Page 8 of 10

SCHEDULE “A”
HOURLY RATE SCHEDULE

Page 9 of 10

July 11, 2022

Terreno Community Development District Collier County, Florida

Subject:	Work Authorization Number 1
Terreno Community Development District

Dear Chairperson, Board of Supervisors:

JR Evans Engineering, P.A. is pleased to submit this work authorization to provide interim engineering services for the Terreno Community Development District. We will provide these services pursuant to our current agreement dated July 11, 2022 (“Engineering Agreement”) as follows:

Scope of Work
Terreno Community Development District will engage the services of JR Evans Engineering, P.A. as Interim Engineer to perform those services as necessary for the preparation of a District Improvement Plan and attendance at meetings and bond validation proceedings regarding the District’s issuance of bonds.

Fees
Terreno Community Development District will compensate JR Evans Engineering, P.A. pursuant to the hourly rate schedule contained in the Engineering Agreement. The District will reimburse JR Evans Engineering, P.A. all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement.

This proposal, together with the Engineering Agreement, represents the entire understanding between the Terreno Community Development District and JR Evans Engineering, P.A. with regard to the referenced work authorization. If you wish to accept this work authorization, please sign both copies where indicated, and return one complete copy to our office. Upon receipt, we will promptly schedule our services.

Thank you for considering JR Evans Engineering, P.A. We look forward to helping you create a quality project.

APPROVED AND ACCEPTED	Sincerely,

By: 			

Authorized Representative of Terreno Community Development District

Josh Evans, P.E.

Date: 	

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fffl!llbonds
Municipal Bond Specialists
20660 W. Dixie Highway North Miami Beach, FL 33180

Terreno Community Development District c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens Florida 33410 Attn: Mr. Todd Wodraska

Dear Mr. Wodraska:

June l 4 2022

Re:	Agreement for Underwriter Services & Rule G-17 Disclosure

Thank you for the opp01tunity to work with the TeITeno Community Development Disttict (the 'Issuer ') regarding the underwriting of the Issuer's Special Assessment Bonds Series 2022 and future series of bonds (the Bonds'). The Issuer and FMSbonds Inc. ( 'FMS") solely in its capacity as underwriter agree to the proposed terms set forth herein in Attachment I. By executing this letter both parties agree to the te1ms set forth herein.
FMS's role is limited to act as Underwriter within the Scope of Services set forth herein as Attachment I and not as a financial advisor or municipal advisor. FMS is not acting as a municipal advisor for the developer in connection with the subject transaction. Any information that FMS has previously provided was solely for discussion purposes in anticipation of being retained as your underwriter. Attachment II attached hereto contains the Municipal Securities Rulemaking Board (MSRB) Rule G 17 Disclosure, as set forth in the amended and restated MSRB Notice 2019-20 (November 8 2019)1 the "Notice'). We ask that you provide this letter to the appropriate person at the Issuer.

We look forward to working with you.

Yours truly

By: Name: Jo Title:

Agreed to and accepted as of the date first written above:

TERRENO COMMUNITY DEVELOPMENT DISTRICT

By:			 Name: 	_
Title: 	

1 Interpretive Notice Concerning the Application ofMSRB Rule G-17 to underwriters and Underwriters of Municipal Securities (effective March 31 2021).

ATTACHMENT I

Section 1	Scope of Services of FMS: FMS proposes that its duties as Underwriter shall be limited to the following:

To provide advice to the Issuer on the structure timing and terms of the Bonds·

To coordinate the financing process·

To conduct due diligence;

To assist in the preparation of an offering memorandum·

To review the assessment methodology and Bond documents;

To market and offer Bonds to investors.

Section 2	Terms and Conditions:

Underwriter Fee ("Underwriting Fee ). FMS shall act as sole lead underwriter. The Underwriting Fee to FMS for acting as Underwriter shall be 2% of the par amount of any Bonds issued. The Underwriting Fee shall be due and payable only upon the closing of the Bonds. The Underwriting Fee may be modified pursuant to a bond delegation or award resolution approved by the Board and consented to by the Underwriter.

P1ice and Interest Rates: The offering price and interest rates are expected to be based on recent comparable transactions in the market if any. FMS and the Issuer will jointly determine the offe1ing price and interest rates immediately prior to the staii of the order period based on market conditions then prevailing.

Bond Purchase Agreement. The obligations oftbe Underwriter and those of the Issuer would be subject to the satisfactory completion of due diligence and to the customary representations, waiTanties covenants conditions including provisions respecting its termination contained in the form of a bond purchase agreement FMS will prepare and as generally used in connection with the offering of Bonds for this type of transaction.

Costs of Issuance. The Issuer shall be responsible for the payment of all expenses relating to the offering including but not limited to attorney fees consultant fees, costs associated with preparing offering documents, if any	the pw·chase agreement regulatory fees and filing fees and expenses for qualification under blue sky laws designated by FMS and approved by the Issuer.

Assumptions. The proposed tem1s and statements of intention set forth in this attachment are based on infonnation currently available to FMS about the Issuer and the market for special assessment bonds similar to the Bonds and the assumptions that:

the financial condition and history of the project shall be substantially as understood and the financial information for the relevant and appropriate period ended to be included in the final offering memorandum will not vary materially from those set fo1th in the material furnished to FMS·

no adverse developments shall occur which materially and adversely affect the underlying security and financial condition of the Issuer and the primary landowner and deve1oper;

the offering memorandum will comply with all applicable laws and regulations;

there will not be any unanticipated substantial delays on the pa1t of the Issuer in completing the transaction· and

all conditions of the Underwriter to purchase Bonds will be included in the bond purchase agreement and conditions shall be satisfied or waived in the sole discretion of the Underwriter.

Information. The Issuer agrees to reasonably and actively assist FMS in achieving an underwriting that is satisfactory to FMS and the Issuer. To assist FMS in the underwriting the Issuer will (a) provide and cause the Issuer's staff and its professionals to provide FMS upon request with all info1mation reasonably deemed necessary by FMS to complete the underwritings included but not limited to, information and evaluations prepared by the Issuer and its advisors and the primary landowner and developer; and (b) otherwise assist FMS in its underwriting efforts.

Term of Engagement. The tenn of our engagement shall commence as of the date the covering letter is executed by the Issuer and continue in full force and effect unless temunated by either pa1iy. In event of termination by the Issuer without cause, FMS shaU be entitled to recover its reasonable out of pocket expenses incurred up to the date of termination.

No Commitment. Notwithstanding the foregoing, nothing herein shaU constitute an agreement to provide a firm commitment underwriting or placement or anangement of any securities by FMS or its affiliates. Any such commitment placement or arrangement shall only be made a pa1t of an underwriting agreement or purchase agreement at the time of the sale of the Bonds.
The engagement contemplated hereby is solely for the benefit of the Issuer and FMS and their respective successors assigns and representatives and no other person or entity shall acquire or have any right lmder or by 1i1iue hereof.

This engagement contains the entire understanding of the patties relating to the transactions contemplated hereby and supersedes all prior agreements, understandings and negotiations with respect thereto.

No Financial Advisor. FMS s role is limited to that of an Underwriter and not a financial advisor or municipal advisor.

ATTACHMENT IT

MSRB Rule G-17 Disclosure --- The Issuer recognizes that FMSbonds Inc. wi11 serve as the underwriter (the "Underwriter' ) and not as a financial advisor or municipal advisor, in connection with the issuance of the bonds relating to this financing (herein the Bonds ). As part of out services as Underwriter, FMSbonds Inc. may provide advice concerning the structure timing, terms and other similar matters concerning the issuance of the Bonds. Any such advice if given will be provided by FMSbonds Inc. as Underwriter and not as your financial advisor or municipal advisor in this transaction. The Issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the Issuer's interest in this transaction.

Pursuant to the Notice we are required by the MSRB to advise you that:

MSRB Rule G-17 requires a broker to deal fairly at all times with both municipal issuers and investors.

The Underwriter s primary role is to purchase the Bonds in an arm's-length commercial transaction with the Issuer. As such the Underwriter has financial and other interests that differ from those of the Issuer.

Unlike a municipal advisor, the Underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and is therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests.

The Underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to use its best efforts to resell the Bonds with purchases at prices that are fair and reasonable.

The Bonds may be sold into a trust either at the time of issuance or subsequent to issuance. In such instance FMSbonds, Inc. not in its capacity of Underwriter may participate in such trust atTangement by performing certain administrative rol s. Any compensation paid to FMSbonds, Inc. would not be derived from the proceeds of the Bonds or from the revenues pledged thereunder.

The Underwriter will be compensated in accordance with the terms of a bond pw-chase contract by and between the Underwriter and Issuer. Payment or receipt of the Underwriter s compensation will be contingent on the closing of the transaction. While this form of compensation is customary in the municipal securities tnarket, it presents a conflict of interest since an Underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. The Issuer acknowledges no such recommendation bas been made by the Underwriter.
Please note nothing in this letter is an expressed or an implied commitment by us to provide financing or to place or purchase the Bonds. Any such commitment shall only be set forth in a bond purchase contract or other appropriate form of agreement for the type of transaction undertaken by you.

Further, our participation in any transaction (contemplated herein or otherwise) remains subject to among other things the execution of a bond purchase contract (or other appropriate form of agreement) further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.

FMSbonds Inc. is acting independently in seeking to act as Underwriter in the transaction contemplated herein and shall not be deemed for any purpose to be acting as an agent joint venturer or partner of any other principal involved in the proposed financing. FMSbonds Inc.. assumes no responsibility, express or implied, for any actions or omissions of or the perfo1mance of services by, the purchasers or any other brokers i.rt connection with the transactions contemplated herein or otherwise.
If you or any other representative of the lssuer have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition you should consult with your own financial municipal legal accounting tax and other advisors, as applicable to the extent deemed appropriate.

The MSRB requires that we seek the Issuer's acknowledgement that it has received this letter. We request that the person at the Issuer who has the authority to bind the Issuer (herein Authorized Issuer Representative ) acknowledge this letter as soon as practicable and by nature of such acknowledgment that such person is not a pa1iy to any conflict of interest relating to the subject transaction. If our understanding is incorrect please notify the undersigned immediately.

Depending on the structure of the transaction that the Issuer decides to pursue or if additional actual or perceived material conflicts are identified we may be required to send you additional disclosures. At that time we also will seek your acknowledgement of receipt of any such additional disclosures.

We look forward to working with you in connection with the issuance of the Bonds and we appreciate the opportunity to assist you in this transaction. Thank you.

FMSbonds Inc.

r
Title:	Executive	irector

Global Corporate Trust Services 500 West Cypress Creek Road Suite 460
Fort Lauderdale, Florida 33309

June 28th, 2022

Terreno Community Development District c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, Florida 33410

Re:	Terreno Community Development District
Capital Improvement/Special Assessment Revenue Bonds, Series 2022

We are pleased to confirm the following fee structure for the above referenced issue: Acceptance Fee	$2,125.00
Closing Expenses	$150.00 (Est., South Florida Closing)

Annual Trustee, Paying Agent
and Registrar Fee	$3,950.00
(Calculated at 0.03% of Bonds Outstanding; Min of $3,950, Max of $8,750)

Ongoing Out-of-Pocket Expenses	7.50% of Annual Fees Trustee Counsel Fee	$6,000.00 (Estimated)

This proposal and the fees detailed herein are subject in all aspects to U.S. Bank’s review and acceptance of the final financing documents which set forth our duties and responsibilities. Any unexpected or extraordinary services, duties and/or responsibilities will be reasonably billed in addition to the amounts identified herein. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event this transaction is not finalized, any related out-of-pocket expenses may be billed to you directly. Payment of the fees detailed herein constitutes acceptance of the terms and conditions set forth.

The above fees and expenses would be paid in advance. Thank you for the opportunity to continue to provide our services to the District. Please do not hesitate to contact me at 954.938.2471 if you have any questions or if you need any additional information.

Sincerely,

Robert E. Hedgecock
Robert E. Hedgecock Assistant Vice President

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

U.S. Bank Global Corporate Trust Services

STEPHEN D. SANFORD, ESQ. WEST PALM BEACH OFFICE DIRECT DIAL: 561-248-5303
E-MAIL: sanfords@gtlaw.com

June 14, 2022

Board of Supervisors of Terreno Community Development District c/o Kathleen Dailey
Special District Services, Inc. 2501A Burns Road
Palm Beach Gardens, FL 33410

Re:	Terreno Community Development District Special Assessment Bonds

Dear Board of Supervisors:

Greenberg Traurig, P.A. would be pleased to serve as Bond Counsel to the Terreno Community Development District (the “District”) in connection with the above-referenced proposed special assessment bond issue (the “Bonds”) to be issued to finance certain public infrastructure improvements (herein, the “Project”) and the costs of issuance of the Bonds.

We would propose to perform all of the services customarily performed by bond counsel, including necessary tax analysis in connection with the issuance of the above-referenced Bonds under a master trust indenture and one or more supplemental trust indentures (which we shall prepare), the preparation of all bond resolutions, the drafting of all closing papers, the delivery of our tax opinion to the investors and assistance in the preparation of a preliminary and final limited offering memorandum. For our services, we would propose a legal fee of $55,000 per issue. We would also assist District Counsel in the validation of the Bonds. In addition, we would review all required assessment proceedings prepared by District Counsel on the District Manager.

We will also seek reimbursement of our reasonable documented expenses; such fees and expenses payable at, and contingent upon, the closing of the Bond issue (other than our expenses which are not contingent on the closing of the Bonds). Our out-of-pocket expenses, for which we will bill the District at the time of delivery of the Bonds, will not include the cost of preparing the final bond transcripts. Such item will be a post-closing matter and will be billed to the District at our cost. Our fees assume that the requirements of Circular 230 will not be applicable to the Bonds; but in any event could not exceed the above stated amounts without notice to the Board of Supervisors.

If for any reason the District is unable to complete its financing or shall abandon issuing the Bonds utilizing special assessment bonds to finance the costs of the Project, our proposed

Greenberg Traurig, P.A. | Attorneys at Law
777 South Flagler Drive | Suite 300 | West Palm Beach, Florida 33401 | T +1 561.650.7900 | F +1 561.655.6222

www.gtlaw.com

bond counsel fee would be payable in the amount described below on or before the close of calendar year 2022. Such amount due would be equal to our normal hourly rates, discounted by 10%, plus our reasonable documented out-of-pocket expenses. In all cases, if we were to be paid under such formula, our total fee for services provided as bond counsel would not exceed
$55,000 per issue. We presume that under that scenario, where there are no bond proceeds available to pay our fees, payment would be made from general fund moneys of the District or moneys provided by the primary landowner/developer.

If our fee quote is acceptable to you, please indicate by signing below on the extra copy of this letter enclosed and return the same to me.

If you have any questions, please feel free to give me a call. We look forward to the opportunity to work with you on this financing.

Very truly yours, GREENBERG TRAURIG, P.A.

Stephen D. Sanford, Shareholder

TERRENO COMMUNITY DEVELOPMENT DISTRICT

By:	 Name:	 Title:	

65565228v1/205967.010100

2

RESOLUTION 2022-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A REGISTERED AGENT AND REGISTERED OFFICE OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE.

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

Whereas, the District is statutorily required to designate a registered agent and a registered office location for the purposes of accepting any process, notice, or demand required or permitted by law to be served upon the District in accordance with Section 189.014(1), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. Todd Wodraska is hereby designated as the Registered Agent for the Terreno Community Development District.

SECTION 2. The District’s Registered Office shall be located at the office of Special District Services, Inc., 2501A Burns Road, Pam Beach Gardens, Florida 33410, Phone (561) 630- 4922, Fax (561) 630-4923, e-mail twodraska@sdsinc.org.
SECTION 3. In accordance with Section 189.014, Florida Statutes, the District’s Secretary is hereby directed to file certified copies of this Resolution with Collier County, and the Florida Department of Economic Opportunity.

SECTION 4.  This Resolution shall become effective immediately upon adoption.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT RATIFYING, CONFIRMING AND APPROVING THE RECORDING OF THE NOTICE OF ESTABLISHMENT FOR THE TERRENO COMMUNITY DEVELOPMENT DISTRICT.

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

WHEREAS, the District was established by Collier County Ordinance No. 2022-22, which was adopted on June 14, 2022 and became effective on June 17, 2022 (“Ordinance”); and

WHEREAS, Section 190.0485, Florida Statutes, requires a “Notice of Establishment” to be recorded within thirty (30) days after the effective date of the Ordinance; and

WHEREAS, the organizational meeting of the District’s Board of Supervisors was scheduled for July 11, 2022 (hereinafter, “Organizational Meeting”); and

WHEREAS, the District authorized Kutak Rock LLP, to arrange for the recording of a “Notice of Establishment of the Terreno Community Development District” in the Collier County Official Records to ensure compliance with Florida law; and

WHEREAS, prior to the date of the Organizational Meeting, Kutak Rock LLP arranged for the recording of the “Notice of Establishment of the Terreno Community Development District” in the Collier County Official Records.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The actions of Kutak Rock LLP in the filing of the Notice of Establishment of the Terreno Community Development District is hereby ratified, confirmed and approved.

SECTION 2. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 11th day of July 2022.

ATTEST:		TERRENO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

1

RESOLUTION 2022-05

A RESOLUTION BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DESIGNATING THE LOCATION OF THE LOCAL DISTRICT RECORDS OFFICE AND PROVIDING AN EFFECTIVE DATE.

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

Whereas, the District is statutorily required to designate a local district records office location for the purposes of affording citizens the ability to access the District’s records, promoting the disclosure of matters undertaken by the District, and ensuring that the public is informed of the activities of the District in accordance with Chapter 119 and Section 190.006(7), Florida Statutes; and

Whereas, District records are available for public review and inspection at the offices of
	.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1.	The District’s local records office shall be located at: 	
	.

Section 2.	This Resolution shall take effect immediately upon adoption.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Kutak Rock LLP
107 West College Avenue, Tallahassee, Florida 32301
office 850.692.7300

MEMORANDUM

TO:	TERRENO COMMUNITY DEVELOPMENT DISTIRCT BOARD OF SUPERVISORS

FROM:	ALYSSA WILLSON DATE:	 JULY 11, 2022
RE:	PUBLIC RECORDS RETENTION

Alyssa Willson
850.692.7300
alyssa.willson@kutakrock.com

The purpose of this memorandum is to outline the District’s responsibilities in relation to the retention and disposition of its public records (“Records Retention”) and to present a choice between two different resolutions for the Board to consider. Historically, most districts have not engaged in the disposition of records and have simply chosen to keep all records. However, current state law provides for the disposition of many records after a specified period of time. In order to devise a Records Retention Policy which makes sense, there are three primary sources for legal requirements that must be considered.

Overview of State Law Records Retention Requirements

Florida Law sets forth a comprehensive scheme governing Records Retention. Section 257.36, Florida Statutes, entitled “Records and Information Management” created the Division of Library and Information Services of the Department of State (“DLIS”) which is charged with the duty to set forth policies and rules regulating Records Retention. To this end, DLIS has adopted comprehensive rules and policies applicable to community development districts (“CDDs”) which are set forth in the Florida Administrative Code sections 1B-24.001, 1B-24.003, 1B-26.0021, and 1B-26.003. DLIS adopts records retention schedules which provide the minimum amount of time that different public records must be kept before they are disposed (“Schedules”). The Schedules typically applicable to CDDs are GS1-SL (General Records Schedule for State and Local Government Agencies), GS3 (General Records Schedule for Election Records), and GS14 (General Records Schedule for Public Utilities). GS1-SL and GS3 will apply to every CDD, while GS14 will apply to just those CDDs operating water and sewer utilities. Each of these three schedules is further broken down into categories of similar documents.

Under Florida law, all documents of a particular type must be retained for the minimum amount of time set forth in the applicable section of the Schedules. In the event a District record

exists that does not fall into one of the specified categories, the District is responsible for requesting that an “Individual Records Schedule” be created by DLIS.

Florida law allows CDDs to adopt policies that extend the amount of time a record must be kept. However, CDDs do not have the power to shorten the time periods in the Schedules.

Overview of Federal Law Records Retention Requirements by Virtue of Tax-Exempt Bond Issuance

If a District has issued tax exempt bonds, there are various requirements imposed by federal law relating to Records Retention. The general principle is that documents in any way related to the issuance of tax-exempt bonds, revenues securing bonds, and the use of the bond proceeds should be kept until at least three (3) years after the bonds are redeemed. If refunding bonds are issued, records for the refunding bonds and the bonds refunded should be kept until at least three
(3) years after the refunding bonds are redeemed. The records which must be kept include, but are not limited to:

Basic records relating to the bond transaction (including the trust indenture, loan agreements, and bond counsel opinion); and
Documentation evidencing the expenditure of bond proceeds; and
Documentation evidencing use of bond-financed property by public and private sources (i.e., copies of management contracts and research agreements); and
Documentation evidencing all sources of payment or security for the bonds, such as assessments; and
Documentation pertaining to any investment of bond proceeds (including the purchase and sale of securities, SLGS subscriptions, yield calculations for each class of investments, actual investment income received from the investment of proceeds, guaranteed investment contracts, and rebate calculations).

Overview of Trust Indenture Requirements to Retain Records

Most, if not all, trust indentures require CDDs that have issued bonds to maintain records which demonstrate that the District has not taken any action to jeopardize the tax-exempt status of the bonds.

Current Responsibilities for District Records Retention

Section 119.021(2)(b), Florida Statutes, provides that the District must comply with the DLIS rules establishing retention schedules and disposal processes. Section 119.021(2)(c), Florida Statutes, provides that each public official shall systematically dispose of records no longer needed, subject to the consent of DLIS. Although the ultimate responsibility rests with the Secretary, the District needs to formally appoint a Records Management Liaison Officer to interact with DLIS. The attached resolutions appoint a Records Management Liaison Officer and outline such person’s duties.
District Options for Records Retention Policy

At this point in time, the District really has two options to ensure compliance with applicable Records Retention laws.

First, the District can adopt the Florida Records Retention Schedules modified to ensure the District is also retaining the records required by federal law and the trust indenture. This option allows for the timely destruction of records while ensuring that the District’s policy is in compliance with state and federal laws. Kutak Rock has prepared a resolution that implements this option, and it is attached hereto as Option 1.

Second, a District can adopt the Florida Records Retention Schedules as written and adopt a policy that states that the District will not be destroying any records at this point in time. While this seems like the easiest approach, it has its drawbacks and is inconsistent with the structure intended by Florida law. Not disposing of documents in a timely manner increases the cost of maintaining records thereby shifting valuable financial resources away from core functions. In addition, unnecessary Records Retention may disadvantage a District in future litigation and may be viewed as a lackadaisical approach to records management, thereby undermining the public’s confidence in the integrity of the Records Retention system. Despite these concerns, the District could choose to keep all records. Kutak Rock has prepared a resolution that implements this option, and it is attached hereto as Option 2.

It is important to note that the District could change its Records Retention policy at a later date so long as the District’s amendment was consistent with the notice and hearing provisions found in Chapter 190.

Electronic Recordkeeping

Electronic recordkeeping is one of the many subjects under consideration by the Florida Legislature and our office will circulate an update on any legislative developments that occur. Presently, electronic recordkeeping is authorized by Rule 1B-26.003, Florida Administrative Code, which provides control standards relating to the same. The DLIS recently released the “Electronic Recordkeeping Strategic Plan,” which focuses on recording strategies as they relate to electronic records. The Strategic Plan, as well as a multitude of resources for records managers, is made available for review by DLIS at the following address: http://dlis.dos.state.fl.us/index_RecordsManagers.cfm.

OPTION 1

RESOLUTION 2022-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Whereas, the Terreno Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in Collier County, Florida; and

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

Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (“Records Management Liaison Officer”); and

Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and

Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and

Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and

Whereas, the District’s Board of Supervisors (“Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and

Whereas, the District desires to provide for future amendment of the Records Retention

Policy.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1.	The District hereby authorizes the District’s records custodian to appoint a

Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager.  The Board, and the District’s records custodian, shall each have the

individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.

SECTION 2. The duties of the Records Management Liaison Officer shall include the following:

Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;

Coordinate the District’s records inventory;

Maintain records retention and disposition forms;

Coordinate District records management training;

Develop records management procedures consistent with the attached Records Retention Policy, as amended;

Participate in the development of the District’s development of electronic record keeping systems;

Submit annual compliance statements;

Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and

Such other duties as may be assigned by the Board or the District’s records custodian in the future.

SECTION 3. The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (“Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District will retain certain records longer than required by the General Records Schedules established by the Division as set forth in Exhibit A. Additionally, in accordance with section 668.50, Florida Statutes, and section 119.01, Florida Statutes, the Board finds that the electronic record shall be considered the official record and any paper originals are hereby duplicates which may be disposed of unless required to be preserved by any appliable statute, rule or ordinance applicable to a specific electronic record that requires preservation of an original or duplicate hard copy or that prohibits the use of the record in electronic form for evidentiary, audit, or similar purposes. To the extent the above statute, rules or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic amendment shall not reduce the retention times set forth in Exhibit A. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.

Section 4.	If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

Section 5.	This resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

Passed and adopted this 11th day of July 2022.
ATTEST:	TERRENO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	District Amendments to General Records Schedules Established by the Division

Exhibit A

District Amendments to General Records Schedules established by the Division

ADVERTISEMENTS: LEGAL (Item #25)
The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to proceedings under uniform method of collection of debt assessments permanently. The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to the levy of assessments securing bonds for five (5) fiscal years provided applicable audits have been released, or until three (3) calendar years after related bonds are redeemed, whichever is later.

AUDITS: INDEPENDENT (Item #56)
The District shall retain the record copy of independent audits for ten (10) fiscal years or until three (3) calendar years after all related bonds are redeemed, whichever is later.

DISBURSEMENT RECORDS: DETAIL (Item #340)
The District shall retain the record copy of disbursement records relating to the use of bonds for five (5) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.

DISBURSEMENT RECORDS: SUMMARY (Item #341)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.

FINANCIAL REPORTS: LOCAL GOVERNMENT ANNUAL REPORTS (Item #107)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.

INCIDENT REPORT FILES (Item #241)
The District shall retain incident reports for five (5) anniversary years from the date of the incident.

MINUTES: OFFICIAL MEETINGS (PRELIMINARY/AUDIO RECORDINGS/VIDEO RECORDINGS (Item #4)
The District shall retain audio recordings of board of supervisor meetings for five (5) calendar years after adoption of the official minutes.

PROJECT FILES: CAPITAL IMPROVEMENT (Item #136)
The District shall retain the record copy of project files for projects funded with bonds for ten (10) fiscal years after completion of the project provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.

REAL PROPERTY RECORDS: CONDEMNATION/DEMOLITION (Item #364)
The District shall retain the record copy of project files for condemnation/demolition projects funded with bonds for five (5) anniversary years after final action or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

REAL PROPERTY RECORDS: PROPERTY ACQUIRED (Item #172)
The District shall retain the record copy of documents related to property acquisitions funded with bonds for three (3) fiscal years after final disposition of the property provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

OPTION 2

RESOLUTION 2022-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Whereas, the Terreno Community Development District (“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in Collier County, Florida; and

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

Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (“Records Management Liaison Officer”); and

Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and

Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and

Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and

Whereas, the District’s Board of Supervisors (“Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and

Whereas, the District desires to provide for future amendment of the Records Retention

Policy.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1.	The District hereby authorizes the District’s records custodian to appoint a

Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager. The Board, and the District’s records custodian, shall each have the

individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.

SECTION 2.  The duties of the Records Management Liaison Officer shall include, but not be limited to, the following:

Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;

Coordinate the District’s records inventory;

Maintain records retention and disposition forms;

Coordinate District records management training;

Develop records management procedures consistent with the attached Records Retention Policy, as amended;

Participate in the District’s development of electronic record keeping systems.

Submit annual compliance statements;

Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and

Such other duties as may be assigned by the Board or the District’s records custodian in the future.

SECTION 3.  The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (“Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District hereby extends the minimum retention guidelines contained in the General Records Schedules so that the District will retain all public records relating to District business until the Board of Supervisors amends the Records Retention Policy to address the disposition of the same. Additionally, in accordance with section 668.50, Florida Statutes, and section 119.01, Florida Statutes, the Board finds that the electronic record shall be considered the official record and any paper originals are hereby duplicates which may be disposed of unless required to be preserved by any appliable statute, rule or ordinance applicable to a specific electronic record that requires preservation of an original or duplicate hard copy or that prohibits the use of the record in electronic form for evidentiary, audit, or similar purposes. To the extent the above statute, rules, or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic change does not permit the disposition of District records without further action of the Board. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.

Section 4.	If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

Section 5.	This resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Composite Exhibit A:	General Records Schedules, GS1-SL and GS3

Composite Exhibit A

General Records Schedules Established by the Division (GS1-SL and GS3)

[attach, if Option 2 adopted]

RESOLUTION 2022-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE PUBLIC’S OPPORTUNITY TO BE HEARD; DESIGNATING PUBLIC COMMENT PERIODS; DESIGNATING A PROCEDURE TO IDENTIFY INDIVIDUALS SEEKING TO BE HEARD; ADDRESSING PUBLIC DECORUM; ADDRESSING EXCEPTIONS; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Whereas, the Terreno Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in Collier County, Florida; and

Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt resolutions as may be necessary for the conduct of District business; and

Whereas, Section 286.0114, Florida Statutes, requires that members of the public be given a reasonable opportunity to be heard on a proposition before a board or commission; and

Whereas, Section 286.0114, Florida Statutes, sets forth guidelines for rules and policies that govern the public’s opportunity to be heard at a public meeting; and

Whereas, the District’s Board of Supervisors (“Board”) finds that it is in the best interests of the District to adopt by resolution a policy (“Public Comment Policy”) for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1.  Designating Public Comment Periods. The District’s Chairperson, his or her designee, or such other person conducting a District meeting (“Presiding Officer”), shall ensure that there is at least one (1) period of time (“Public Comment Period”) in the District’s meeting agenda whereby the public has an opportunity to be heard on propositions before the Board, as follows:

An initial Public Comment Period shall be provided at the start of each Board meeting before consideration of any propositions by the Board. In the event there are propositions that come before the Board that are not listed on the agenda, the Presiding Officer shall announce a Public Comment Period on such proposition prior to the Board voting on the matter.

Speakers shall be permitted to address any agenda item during the initial Public Comment Period.  Speakers shall be permitted to address any non-agenda matters of

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personal or general concern during the Public Comment Period provided after the conclusion of the District’s business items.

Individuals wishing to make a public comment are limited to three (3) minutes per person. Potential speakers may not assign his/her three (3) minutes to extend another speaker’s time.

The Presiding Officer may extend or reduce the time periods set forth herein in order to facilitate orderly and efficient District business, provided however that a reasonable opportunity for public comment shall be provided consistent with the requirements of Section 286.0114, Florida Statutes. The Presiding Officer may also elect to set and announce additional Public Comment Periods if he or she deems it appropriate.

Section 2.	Designating a Procedure to Identify Individuals Seeking to be
Heard. Unless otherwise directed and declared by the Presiding Officer, individuals seeking to be heard on propositions before the Board shall identify themselves by a show of hands at the beginning of each Public Comment Period, as announced by the Presiding Officer. Alternatively, in the event that public attendance is high, and/or if otherwise in the best interests of the District in order to facilitate efficient and orderly District business, the Presiding Officer may require individuals to complete speaker cards that include the individual’s name, address, the proposition on which they wish to be heard, the individual’s position on the proposition (i.e., “for,” “against,” or “undecided”), and if appropriate, to indicate the designation of a representative to speak for the individual or the individual’s group. In the event large groups of individuals desire to speak, the Presiding Officer may require each group to designate a representative to speak on behalf of such group. Any attorney hired to represent an individual or company’s interests before the Board shall notify the Board of such representation prior to proving any public comment.

Sections 1 and 2 herein shall be deemed to apply only to District Board meetings, but the Presiding Officer of a District workshop in his or her discretion may elect to apply such Sections to District workshops.

Section 3. Public Decorum. The following policies govern public decorum at public meetings and workshops:

Each person addressing the Board shall proceed to the place assigned for speaking, and should state his or her name and address in an audible tone of voice for the public record.

All remarks shall be addressed to the Board as a body and not to any member thereof or to any staff member. No person other than a Board Supervisor or District staff member shall be permitted to enter into any discussion with an individual speaker while he or she has the floor, without the permission of the Presiding Officer.

Nothing herein shall be construed to prohibit the Presiding Officer from maintaining orderly conduct and proper decorum in a public meeting. Speakers shall refrain from disruptive behavior and from making vulgar or threatening remarks. Speakers

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shall refrain from launching personal attacks against any Board Supervisor, District staff member, or member of the public. The Presiding Officer shall have the discretion to remove any speaker who disregards these policies from the meeting.

In the case that any person is declared out of order by the Presiding Officer and ordered expelled, and does not immediately leave the meeting facilities, the following steps may be taken:

The Presiding Officer may declare a recess;
The Presiding Officer may contact the local law enforcement authority; or
In case the person does not remove himself or herself from the meeting, the Presiding Officer may request that he or she be placed under arrest by local law enforcement authorities for violation of Section 871.01, Florida Statutes, or other applicable law.

Section 4. Exceptions. The Board recognizes and may apply all applicable exceptions to Section 286.0114, Florida Statutes, including those set forth in Section 286.0114(3), Florida Statutes, and other applicable law. Additionally, the Presiding Officer may alter the procedures set forth in this Public Comment Policy for public hearings and other special proceedings that may require a different procedure under Florida law.

Section 5. Severability. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

Section 6.  Effective Date. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

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RESOLUTION 2022-08

A RESOLUTION SETTING FORTH THE POLICY OF THE TERRENO DEVELOPMENT DISTRICT BOARD OF SUPERVISORS WITH REGARD TO THE SUPPORT AND LEGAL DEFENSE OF THE BOARD OF SUPERVISORS, DISTRICT OFFICERS, AND RETAINED STAFF; AND PROVIDING FOR AN EFFECTIVE DATE.

Whereas, the Board of Supervisors (the “Board”) and the officers and staff of Terreno Community Development District (the “District”) are constantly presented with the necessity for making decisions regarding various phases of the District policy and management; and

Whereas, it is absolutely essential to the effective operation of the District that such decisions be made in an environment where the threat of personal liability for the members of the Board and its officers and staff is maintained at a minimum; and

Whereas, the Board wishes to formalize a policy with regard to the support and legal protection of the Board and its officers and staff to reduce the threat of personal liability to such individuals and allow for an effective decision-making environment.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  As set forth in this Resolution, the District, in accordance with Florida law, agrees that the following Board members, officers, and staff (together, “Indemnitees”) of the District, shall be provided the benefit of the indemnification, support and legal defense provisions provided in this Resolution:

All members of the Board of Supervisors; and

Secretary and Assistant Secretaries, Treasurer and Assistant Treasurers, and other District officers, as well as District Staff (e.g., the District Manager, the District Engineer, and the District Counsel).

SECTION 2.  As set forth in this Resolution and in accordance with Sections 111.07 and 768.28, Florida Statutes, the District hereby agrees to provide legal representation to defend any and all civil actions, including federal civil rights and other federal civil claims, arising from a complaint for damages or injuries suffered as a result of any action or omission of action of all Indemnitees, present or former, arising out of and in the scope of his or her employment or function, unless, in the case of a tort action, the Indemnitee acted in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. Defense of such civil actions includes, but is not limited to, any civil rights lawsuit seeking relief personally against any Indemnitee for an act or omission under color of state law, custom or usage, wherein it is alleged that such Indemnitee has deprived another person of rights secured under the Federal Constitution or laws, including, by way of example, actions under 42
U.S.C. §1983 or other federal statute. The District further agrees to provide legal representation to

defend against any other litigation arising against an Indemnitee from the performance of their official duties while serving a public purpose, including civil, administrative or criminal actions as permitted by law. By these provisions, the District does not waive any immunity from liability or limited waiver of such immunity as granted under Florida law. Rather, the District is stating that to the extent the State does not protect the Board and its officers from liability through its laws, the District is committed to doing so to the extent described in this Resolution and as permitted by law.

SECTION 3.  The District may insure itself in order to cover all reasonable costs and fees directly arising out of or in connection with any legal claim or suit that directly results from a decision or act made by an Indemnitee while performing the duties and functions of his or her position.

SECTION 4. This Resolution is intended to evidence the District’s support of Indemnitees who perform acts and render decisions in the good faith performance of their duties and functions. The District will neither support nor defend those actions or omissions committed by an individual outside the scope of his or her office or committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. By adoption of this Resolution, the Indemnitee(s) in question are each presumed to have acted within the scope of his or her office and are presumed to be acting in good faith, without a malicious purpose, and not in a manner exhibiting wanton and willful disregard of human rights, safety, or property. The District’s Board of Supervisors may overcome this presumption only by unanimous vote of those participating and voting, in accordance with Section 7 herein.

SECTION 5. In the event that the District has expended funds to provide an attorney to defend a Indemnitee who is found to be personally liable by virtue of actions outside the scope of his or her employment or function, or is found to have acted in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property, the individual shall be required to reimburse the District for funds so expended. The District may recover such funds in a civil action against such individual.

SECTION 6. The District agrees to pay any final judgment, including damages, fines, penalties, or other damages, costs, and attorneys’ fees and costs, arising from any complaint for damages or injuries suffered as a result of any action or omission of action of any Indemnitee as described in Section 111.07, Florida Statutes. If the action arises under Section 768.28, Florida Statutes, as a tort claim, the limitations and provisions of that section governing payment shall apply. If the action is a civil rights action arising under 42 U.S.C. §1983, or similar federal statutes, payment for the full amount of judgment may be made unless the individual has been determined in the final judgment to have caused the harm intentionally. The District agrees to pay any compromise or settlement of any claim or litigation described in this paragraph; provided, however, that the District determines such compromise or settlement to be in the District’s best interest.

SECTION 7. To rebut the presumption of the automatic payment of judgments or provision of legal representation pursuant to this Resolution, at least one of the following

determinations shall be made by a unanimous decision of the District’s Board of Supervisors participating and voting:

The actions of the Indemnitee were outside the scope of his or her duties and authority; or

The acts or omissions of the Indemnitee constituted bad faith, malicious purpose, intentional infliction of harm, or were done in a manner exhibiting wanton and willful disregard of human rights, safety, or property; or

The Indemnitee received financial profit or advantage to which he or she was not legally entitled.

Section 8.	To ensure the provision of legal representation pursuant to this Resolution, the following must be met:

A copy of the summons, complaint, notice, demand letter, or other document or pleading in the action, or a letter setting forth the substance of any claim or complaint, must be delivered to the District Chairman, Vice Chairman, District Manager, or District Counsel within fourteen (14) calendar days after actual receipt of any such document together with a specific request in writing that the District defend or provide representation for the Indemnitee; and

The Indemnitee must cooperate continuously and fully with the District in the defense of the action.

Section 9.	Any indemnification, legal defense, or other protection provided pursuant to this representation shall not extend to:

Consulting or other outside professional or business activities for which the Indemnitee received financial or other material compensation, which are outside the scope of his or her District duties and authority; and

Any independent contractor for whom defense or indemnification is not authorized pursuant to Section 1(b) of this Resolution, unless the Board votes to authorize such indemnification, legal defense, or other protection; and

Any fine, penalty, or other punishment imposed as a result of conviction for a criminal offense, and any legal fees and costs incurred to defend criminal prosecution in which a conviction is obtained; and

Claims brought against the Indemnitee by the District’s Board of Supervisors; and

Any indemnification or defense prohibited by law.

Section 10. In the event legal representation or defense is provided pursuant to this Resolution, the Indemnitee may either:

Retain legal counsel appointed by the District, in which case legal counsel shall be paid directly by the District; or

Retain legal counsel chosen by the Indemnitee, in which case the District shall have the right to:

Approve, in advance, any agreement for legal fees or disbursements; and

Pay all or part of the legal fees, costs, and other disbursements, and to set a maximum for legal fees, costs, and other disbursements; and

Direct the defense and settle or compromise the action or claim; and

Reduce or offset any monies that may be payable by the District by any court costs or attorneys’ fees awarded to the Indemnitee.

Section 11. The benefits of the policy adopted in this Resolution shall not enlarge the rights that would have been available to any third-party plaintiff or claimant in the absence of this policy.

Section 12. To the extent permitted by law, this policy shall inure to the benefit of the heirs, personal representatives, and estate of the Board member and/or officer.

Section 13. The District reserves the right to change, modify, or withdraw this Resolution in its sole discretion, except as to actions, demand or other claims based on acts or omissions that occurred before the effective change, modification, or withdrawal of this Resolution.

Section 14. This Resolution shall be effective as of its adoption on the date listed below and shall apply to any acts or omissions occurring after that date.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-09

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT GRANTING THE CHAIRPERSON THE AUTHORITY TO EXECUTE REAL AND PERSONAL PROPERTY CONVEYANCE AND DEDICATION DOCUMENTS, PLATS AND OTHER DOCUMENTS RELATED TO THE DEVELOPMENT OF THE DISTRICT’S IMPROVEMENTS; APPROVING THE SCOPE AND TERMS OF SUCH AUTHORIZATION; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

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

Whereas, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate, and/or maintain systems and facilities for certain basic infrastructure, including but not limited to, offsite, stormwater management systems, water and sewer utilities, reclaimed water distribution systems, common area landscape, hardscape and irrigation, and roadway improvements; and

Whereas, the District intends to adopt a Master Engineer’s Report (“Improvement Plan”), which sets forth the scope of the District’s capital improvement plan and the improvements that are to be constructed thereto (“Improvements”); and

Whereas, in connection with the development of the Improvements in accordance with the Improvement Plan, which includes, but is not limited to, obtaining all necessary permits and approvals from local governments and agencies for the construction and/or operation of infrastructure improvements, the District is required, from time to time, to accept, convey and dedicate certain interests in real and personal property, including, but not limited to easements, plat dedications, deeds and bills of sale for infrastructure improvements (“Permits and Conveyances”, or individually, “Permit” and “Conveyance”); and

Whereas, to facilitate the efficient development of the Improvements, the District desires to authorize the Chairperson to approve and execute the Permits and Conveyances necessary to finalize the development of the District’s improvement plan (“Conveyance Authority”); and

Whereas, the Conveyance Authority shall be subject to the review of the District Engineer and the District Counsel, both agreeing that each such proposed Permit or Conveyance is legal, consistent with the District’s Improvement Plan and necessary for the development of the Improvements; and

Whereas, the Board of Supervisors finds that granting to the Chairperson the Conveyance Authority is in the best interests of the District so that the development of the Improvements may proceed expeditiously, subject to the terms and limitations imposed by this Resolution.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

Section 1.  Incorporation of Recitals. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Resolution.

Section 2. Delegation of Authority. The Chairperson of the District’s Board of Supervisors is hereby authorized to sign, accept, or execute Permits and Conveyances as defined above. The Vice Chairperson, Secretary, and Assistant Secretary of the District’s Board of Supervisors are hereby authorized to countersign any such Permits and Conveyances signed by the Chairperson. Such authority shall be subject to the District Engineer and District Counsel’s review and approval.

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

Section 4. Effective Date. This Resolution shall take effect immediately upon its passage and shall remain in effect unless rescinded or repealed.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-10

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ALTERNATIVE INVESTMENT GUIDELINES FOR INVESTING PUBLIC FUNDS IN EXCESS OF AMOUNTS NEEDED TO MEET CURRENT OPERATING EXPENSES, IN ACCORDANCE WITH SECTION 218.415(17), FLORIDA STATUTES, AND PROVIDING AN EFFECTIVE DATE.

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

Whereas, the District’s Board of Supervisors (the “Board”) is required to adopt an investment policy in accordance with Section 218.415, Florida Statutes; and

Whereas, Board desires to adopt the alternative investment guidelines for the investment of public funds in excess of amounts needed to meet current operating expenses, in accordance with Section 218.415, Florida Statutes.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The District hereby adopts the alternative investment guidelines for the investment of public funds in excess of the amounts needed to meet current operating expenses, in accordance with Section 218.415(17), Florida Statutes. The District may invest in the following instruments and may divest itself of investments, at prevailing prices or rates:

The Local Government Surplus Trust Fund, or any intergovernmental investment pool authorized pursuant to the Florida Interlocal Cooperation Act, as provided in Section 163.01, Florida Statutes.

Securities and Exchange Commission registered money market funds with the highest credit quality rating from a nationally recognized rating agency.

Interest-bearing time deposits or savings accounts in qualified public depositories as defined in Section 280.02, Florida Statutes.

Direct obligations of the U.S. Treasury.

SECTION 2. Securities listed in paragraphs (c) and (d) shall be invested to provide sufficient liquidity to pay obligations as they come due.

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

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-11

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

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

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

WHEREAS, the Board of Supervisors of the District (“Board”) accordingly finds that it is in the best interest of the District to establish by resolution the Prompt Payment Policies and Procedures attached hereto as Exhibit A for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

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

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

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

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Prompt Payment Policies and Procedures

TERRENO COMMUNITY DEVELOPMENT DISTRICT

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

July 11, 2022

Page 74

Terreno Community Development District Prompt Payment Policies and Procedures
Table of Contents
Purpose	1
Scope	1
Definitions	1
Agent	1
Construction Services	1
Contractor or Provider of Construction Services	1
Date Stamped	1
Improper Invoice	2
Improper Payment Request	2
Non-Construction Goods and Services	2
Proper Invoice	2
Proper Payment Request	2
Provider	2
Purchase	2
Vendor	2
Proper Invoice/Payment Request Requirements	3
General	3
Sales Tax	3
Federal Identification and Social Security Numbers	3
Proper Invoice for Non-Construction Goods and Services	3
Proper Payment Request Requirements for Construction Services	4
Submission of Invoices and Payment Requests	4
Calculation of Payment Due Date	5
Non-Construction Goods and Services Invoices	5
Payment Requests for Construction Services	6
Resolution of Disputes	7
Dispute Between the District and a Provider	7
Dispute Resolution Procedures	7
Purchases Involving Federal Funds or Bond Funds	9
Requirements for Construction Services Contracts – Project Completion; Retainage	9
Late Payment Interest Charges	9
Related to Non-Construction Goods and Services	9
Related to Construction Services	9
Report of Interest	10

Purpose
In accordance with the Local Government Prompt Payment Act (Chapter 218, Part VII, Florida Statutes) (“PPA”), the purpose of the Terreno Community Development District (“District”) Prompt Payment Policies and Procedures (“Policies & Procedures”) is to provide a specific policy to ensure timely payment to Vendors and Contractors (both hereinafter defined) providing goods and/or services to the District and ensure the timely receipt by the District of goods and/or services contemplated at the time of contracting. Please note that the PPA, like any statute or law, may be amended from time to time by legislative action. These Policies & Procedures are based on the statutory requirements as of the date identified on the cover page of this document. By this reference, as applicable statutory provisions subsequently change, these Policies & Procedures shall automatically be amended to incorporate the new requirements of law. These Policies & Procedures are adopted by the District to provide guidance in contracting matters. Failure by the District to comply with these Policies & Procedures shall not expand the rights or remedies of any Provider (hereinafter defined) against the District under the PPA. Nothing contained herein shall be interpreted as more restrictive on the District than what is provided for in the PPA.

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

Definitions

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

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

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

Date Stamped
Each original and revised invoice or payment request received by the District shall be marked electronically or manually, by use of a date stamp or other method, which date marking clearly indicates the date such invoice or payment request is first delivered to the District through its Agent. In the event that the Agent receives

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an invoice or payment request, but fails to timely or physically mark on the document the date received, “Date Stamped” shall mean the date of actual receipt by the Agent.

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

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

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

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

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

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

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

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

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Proper Invoice/Payment Request Requirements

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

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

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

Providers should notify the District Manager when changes in data occur (telephone
(561) 630-4922, email kdailey@sdsinc.org).

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

Name of Vendor
Remittance address
Invoice Date
Invoice number
The “Bill To” party must be the District or the Board, or other entity approved

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

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

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

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

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Mailing and Drop Off Address
Terreno Community Development District c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, Florida 33410

Email Address
kdailey@sdsinc.org

Calculation of Payment Due Date

Non-Construction Goods and Services Invoices

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

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

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

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

If the Vendor submits a corrected invoice, which corrects the deficiencies specified in the District’s written rejection, the District must pay the corrected invoice within the later of: (a) ten (10) business days after date the corrected invoice is Date Stamped; or (b) forty-five (45) days after the date the Improper Invoice was Date Stamped.

5

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

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

Payment Requests for Construction Services

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

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

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

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

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

The District’s rejection of the Improper Payment Request must:

6

Be provided in writing;
Specify any and all known deficiencies; and
State actions necessary to correct the Improper Invoice.

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

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

Resolution of Disputes

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

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

Dispute Resolution Procedures

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

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

7

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

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

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

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

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

8

Purchases Involving Federal Funds or Bond Funds

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

Requirements for Construction Services Contracts – Project Completion; Retainage

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

Late Payment Interest Charges

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

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

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

Related to Construction Services
All payments for Construction Services that are not made within the time periods specified within the applicable statute, shall bear interest from thirty (30) days after the due date, at the rate of one percent (1%) per month for contracts executed on or before June 30, 2021, and at the rate of two percent (2%) per month for contracts executed on or after July 1, 2021, or the rate specified by agreement, whichever is greater. §218.739(9), Fla. Stat. The Provider must submit a Proper Payment Request to the District for any interest accrued in order to receive the interest payment. An overdue period of less than one (1) month is considered as one (1) month in computing interest. (§218.74 (4), Fla. Stat.).

9

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

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

10

RESOLUTION 2022-12

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT, COLLIER COUNTY, STATE OF FLORIDA, APPROVING THE FLORIDA STATEWIDE MUTUAL AID AGREEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the State Emergency Management Act, Chapter 252, Florida Statutes, authorizes the state and its political subdivisions to develop and enter into mutual aid agreements for reciprocal emergency aid and assistance in case of emergencies too extensive to be dealt with unassisted; and

WHEREAS, on July 11, 2022, the Board of Supervisors of the Terreno Community Development District desired to move forward and approve an agreement with the State of Florida, Division of Emergency Management, concerning the Statewide Mutual Aid Agreement; and

WHEREAS, the Florida Department of Economic Opportunity requires an independent special district to participate in the Statewide Mutual Aid Agreement to be eligible for funds under Administrative Rule 9G-1 9, Base Funding for County Emergency Management Agencies and Municipal Competitive Grant and Loan Programs.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT THAT:

Section 1: The foregoing “WHEREAS” clauses are true and correct and are hereby ratified and confirmed by the Board of Supervisors.

Section 2: That execution of the attached Statewide Mutual Aid Agreement is hereby authorized, and the Agreement is hereby approved.

Section 3: This Resolution shall become effective immediately upon its passage and adoption.

APPROVED AND ADOPTED by the Board of Supervisors of the Terreno Community Development District this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Statewide Mutual Aid Agreement

1

Exhibit A

Statewide Mutual Aid Agreement

2

STATEWIDE MUTUAL AID AGREEMENT

TO BE DISTRIBUTED UNDER SEPARATE COVER

RESOLUTION 2022-13

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT ADOPTING A POLICY FOR REIMBURSEMENT OF DISTRICT TRAVEL EXPENSES; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

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

Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt resolutions as may be necessary for the conduct of district business; and

Whereas, Section 112.061, Florida Statutes, establishes standard travel reimbursement rates, procedures and limitations applicable to all public officers, employees, and authorized persons whose travel is authorized and paid for by a public agency; and

WHEREAS, the District desires to adopt a Policy for Reimbursement of District Travel Expenses attached as Exhibit A (the “Travel Reimbursement Policy”) pursuant to the provisions of Section 112.061, Florida Statutes; and

Whereas, the Board finds that it is in the best interest of the District to adopt by resolution the Travel Reimbursement Policy for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  The District hereby adopts the Travel Reimbursement Policy, attached hereto as Exhibit A.

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

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

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Travel Reimbursement Policy

Exhibit A

TERRENO COMMUNITY DEVELOPMENT DISTRICT POLICY FOR REIMBURSEMENT OF DISTRICT TRAVEL EXPENSES

General Provisions.

The usual, ordinary, and incidental travel expenditures necessarily incurred by the District board members, employees, consultants, or advisors in the performance of their official duties shall be reimbursed by the Terreno Community Development District (the “District”).

Except as otherwise provided, prior authorization for travel is not required, but reimbursable expenses will be limited to those expenses incurred in the performance of official duties undertaken in connection with such public purposes as the District has been authorized by law to perform.

All claims submitted for reimbursement must be accompanied by a written statement that they are true and correct as to every material matter.

2.0	Transportation.

All travel must be by a reasonably direct or usually traveled route. In the event a person travels by an indirect route for his/her own convenience, any additional cost shall be borne by the traveler and reimbursement for expenses shall be based on the usually traveled route.

Commercial travel shall be by the most economical method, tourist or coach class. First class rates will be paid only in the event that a statement is attached to the claim certifying that tourist or coach seating was unavailable.

When available without penalty for cancellation, travelers should take advantage of discount fares.

Transportation by common carrier when traveling on official business and paid for by the traveler shall be substantiated by a receipt.

Rental car expenses shall be substantiated by a copy of the rental agreement.

Whenever travel is by a privately-owned vehicle, the traveler shall be entitled to a mileage allowance at the fixed rate per mile as established by the Legislature in Section 112.061, Florida Statutes. Should the State of Florida increase the mileage allowance specified in Section 112.061, Florida Statutes, the District shall, without further action, be permitted to reimburse travelers at the increased rate. As of July 2019, the mileage rate is 44.5 cents per mile.

All mileage shall be from point of origin to point of destination. When travel commences from a location other than the traveler’s official headquarters, mileage shall be calculated on the basis of the distance from the headquarters city to the point of destination, unless the actual distance is shorter. Vicinity mileage necessary for conduct of official business is allowable, but must be identified as a separate item on the claim for reimbursement of expenses.

No traveler shall be allowed either mileage or transportation expense when he/she is gratuitously transported by another person, or when he/she is transported by another traveler who is entitled to mileage or transportation expense. However, a traveler on a private aircraft shall be reimbursed the actual amount charged and paid for his/her fare for such transportation up to the cost of a commercial airline ticket for the same flight if one is available, even though the owner or pilot of the aircraft is also entitled to transportation expense for the same flight.

Incidental Expenses.

Reasonable travel-related expenses for meals, lodging, gratuities, taxi fares, tolls, parking fees, and business-related telephone, telegraph, and facsimile charges shall also be reimbursed if substantiated by receipts.

Reimbursement for meals shall not exceed $6 for breakfast, $11 for lunch, and $19 for dinner. Should the State of Florida increase the meal allowances specified in Section 112.061, Florida Statutes, the District shall, without further action, be permitted to reimburse travelers based on the increased limits.

Registration fees and other actual and necessary expenses for conventions, conferences, and seminars which will serve a direct public purpose related to District activities will be considered reimbursable if persons attending such meetings receive prior approval. In the event room or meal expenses are included in the registration fee, reimbursement for these expenses will be reduced accordingly.

REQUEST FOR QUALIFICATIONS (“RFQ”) FOR ENGINEERING SERVICES FOR THE TERRENO COMMUNITY DEVELOPMENT DISTRICT

The Terreno Community Development District (“District”), located in Collier County, Florida, announces that professional engineering services will be required on a continuing basis for the District. The engineering firm selected will act in the general capacity of District Engineer and, if so authorized, may provide general engineering services as well as engineering services on an ongoing basis and for the design and construction administration associated with the District’s capital improvement plan. The District may select one or more engineering firms to provide engineering services on an ongoing basis.

Any firm or individual (“Applicant”) desiring to provide professional services to the District must: 1) hold applicable federal, state and local licenses; 2) be authorized to do business in Florida in accordance with Florida law; and 3) furnish a statement (“Qualification Statement”) of its qualifications and past experience on U.S. General Service Administration’s “Architect- Engineer Qualifications, Standard Form No. 330,” with pertinent supporting data. Among other things, Applicants must submit information relating to: a) the ability and adequacy of the Applicant’s professional personnel; b) whether the Applicant is a certified minority business enterprise; c) the Applicant’s willingness to meet time and budget requirements; d) the Applicant’s past experience and performance, including but not limited to past experience as a District Engineer for any community development districts and past experience with Collier County; e) the geographic location of the Applicant’s headquarters and offices; f) the current and projected workloads of the Applicant; and g) the volume of work previously awarded to the Applicant by the District. Further, each Applicant must identify the specific individual affiliated with the Applicant who would be handling District meetings, construction services, and other engineering tasks.

The District will review all Applicants and will comply with Florida law, including the Consultant’s Competitive Negotiations Act, Chapter 287, Florida Statutes (“CCNA”). All Applicants must submit one (1) copy and one (1) electronic copy of Standard Form No. 330 and

  :  a/p.m. on 	, 	,

Qualification Statement by	2022 and to the
attention of Special District Services, Inc., c/o Kathleen Meneely, 2501A Burns Road, Palm Beach Gardens, Florida 33410; Ph: (561) 630-4922 (“District Manager’s Office”).

The Board will review the Qualification Statements and is anticipated to rank the Applicants during its regular meeting to be held on 	, 2022 at 	  .M. at
	. Proposers shall attend such meeting for the purpose of answering any questions related to their Qualifications Statement.

The Board shall select and rank the Applicants using the requirements set forth in the CCNA and the evaluation criteria on file with the District Manager’s Office, and the highest ranked Applicant will be requested to enter into contract negotiations. If an agreement cannot be reached between the District and the highest ranked Applicant, negotiations will cease and begin with the next highest ranked Applicant, and if these negotiations are unsuccessful, will continue to the third highest ranked Applicant.

The District reserves the right to reject any and all Qualification Statements. Additionally, there is no express or implied obligation for the District to reimburse Applicants for any expenses associated with the preparation and submittal of the Qualification Statements in response to this request.

Any protest regarding the terms of this Notice, or the evaluation criteria on file with the District Manager’s Office, must be filed in writing with the District Manager’s Office, within seventy-two (72) hours after the publication of this Notice. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to aforesaid Notice or evaluation criteria provisions. Any person who files a notice of protest shall provide to the District, simultaneous with the filing of the notice, a protest bond with a responsible surety to be approved by the District and in the amount of Ten Thousand Dollars ($10,000.00).

Any and all questions relative to this RFQ shall be directed in writing by e-mail only to Kathleen Meneely at kdailey@sdsinc.org with e-mail copy to Alyssa Willson at alyssa.willson@kutakrock.com.

Kathleen Meneely District Manager

Publish on 	 (must be published at least 14 days prior to submittal deadline)

TERRENO
COMMUNITY DEVELOPMENT DISTRICT DISTRICT ENGINEER REQUEST FOR QUALIFICATIONS COMPETITIVE SELECTION CRITERIA
Ability and Adequacy of Professional Personnel	(Weight: 25 Points)

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

Consultant’s Past Performance	(Weight: 25 Points)

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

Geographic Location	(Weight: 20 Points)

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

Willingness to Meet Time and Budget Requirements	(Weight: 15 Points)

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

Certified Minority Business Enterprise	(Weight: 5 Points)

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

Recent, Current and Projected Workloads	(Weight: 5 Points) Consider the recent, current and projected workloads of the firm.
Volume of Work Previously Awarded to Consultant by District	(Weight: 5 Points) Consider the desire to diversify the firms that receive work from the District; etc.

TERRENO
COMMUNITY DEVELOPMENT DISTRICT REQUEST FOR PROPOSALS FOR ANNUAL AUDIT SERVICES

The Terreno Community Development District hereby requests proposals for annual financial auditing services. The proposal must provide for the auditing of the District’s financial records for the fiscal years ending September 30, 2022, 2023, 2024, 2025, and 2026. The District is a local unit of special-purpose government created under Chapter 190, Florida Statutes, for the purpose of financing, constructing, and maintaining public infrastructure. The District is located in Collier County, Florida, and has an annual operating budget of approximately $	. The final contract will require that, among other things, the audit for the fiscal year ending September 30, 2022, be completed no later than June 30, 2023.

The auditing entity submitting a proposal must be duly licensed under Chapter 473, Florida Statutes, and be qualified to conduct audits in accordance with “Government Auditing Standards,” as adopted by the Florida Board of Accountancy. Audits shall be conducted in accordance with Florida Law and particularly Section 218.39, Florida Statutes, and the rules of the Florida Auditor General.

Proposal packages, which include evaluation criteria and instructions to proposers, are available from the District Manager at the address and telephone number listed below.

	.m. on 	, 	,

Proposers must provide one (1) copy and one (1) electronic copy on a flash drive of their proposal to Special District Services, Inc., c/o Kathleen Meneely, 2501A Burns Road, Palm Beach Gardens, Florida 33410; Ph: (561) 630-4922 (“District Manager”), in an envelope marked on the outside “Auditing Services, Terreno Community Development District”.
Proposals must be received by	2022,
at the office of the District Manager. Please direct all questions regarding this Notice to the District Manager.

Kathleen Meneely District Manager

Run date: must be published in at least one newspaper of general circulation in the District and the county in which the District is located. The public announcement must allow for at least 7 days for the submission of proposals.

Terreno Community Development District Request for Proposals
District Auditing Services for Fiscal Years 2022, 2023, 2024, 2025 and 2026
Collier County, Florida

Instructions to Proposers

SECTION 1.  DUE DATE.  Sealed proposals must be received no later than
	, 	, 2022, at   .m., at the offices of District Manager, located at Special District Services, Inc., c/o Kathleen Meneely, 2501A Burns Road, Palm Beach Gardens, Florida 33410; Ph: (561) 630-4922. Proposals will be publicly opened at that time.

Section 2. Familiarity with the Law. By submitting a proposal, the Proposer is assumed to be familiar with all federal, state, and local laws, ordinances, rules and regulations that in any manner affect the work. Ignorance on the part of the Proposer will in no way relieve it from responsibility to perform the work covered by the proposal in compliance with all such laws, ordinances and regulations.

Section 3.  Qualifications of Proposer. The contract, if awarded, will only be awarded to a responsible Proposer who is qualified by experience and licensing to do the work specified herein. The Proposer shall submit with its proposal satisfactory evidence of experience in similar work and show that it is fully prepared to complete the work to the satisfaction of the District.

Section 4.	Submission of Only One Proposal.	Proposers shall be
disqualified and their proposals rejected if the District has reason to believe that collusion may exist among the Proposers, the Proposer has defaulted on any previous contract or is in arrears on any previous or existing contract, or for failure to demonstrate proper licensure and business organization.

Section 5. Submission of Proposal. Submit one (1) copy and one (1) electronic copy on a flash drive of the Proposal Documents, and other requested attachments at the time and place indicated herein, which shall be enclosed in an opaque sealed envelope, marked with the title “Auditing Services – Terreno Community Development District” on the face of it.

Section 6. Modification and Withdrawal. Proposals may be modified or withdrawn by an appropriate document duly executed and delivered to the place where proposals are to be submitted at any time prior to the time and date the proposals are due. No proposal may be withdrawn after opening for a period of ninety (90) days.

Section 7.	Proposal Documents. The proposal documents shall consist of the notice announcing the request for proposals, these instructions, the Evaluation Criteria

Sheet and a proposal with all required documentation pursuant to Section 12 of these instructions (“Proposal Documents”).

Section 8.  Proposal. In making its proposal, each Proposer represents that it has read and understands the Proposal Documents and that the proposal is made in accordance therewith.

Section 9.  Basis of Award/Right to Reject. The District reserves the right to reject any and all proposals, make modifications to the work, and waive any informalities or irregularities in proposals as it is deemed in the best interests of the District.

Section 10. Contract Award. Within fourteen (14) days of receipt of the Notice of Award from the District, the Proposer shall enter into and execute a Contract (engagement letter) with the District.

Section 11. Limitation of Liability. Nothing herein shall be construed as or constitute a waiver of the District’s limited waiver of liability contained in Section 768.28, Florida Statutes, or any other statute or law.

Section 12. Miscellaneous. All proposals shall include the following information in addition to any other requirements of the proposal documents.

List the position or title of all personnel to perform work on the District audit. Include resumes for each person listed; list years of experience in present position for each party listed and years of related experience.

Describe proposed staffing levels, including resumes with applicable certifications.

Three references from projects of similar size and scope. The Proposer should include information relating to the work it conducted for each reference as well as a name, address and phone number of a contact person.

The lump sum cost of the provision of the services under the proposal, plus the lump sum cost of four (4) annual renewals.

Section 13. Protests. In accordance with the District’s Rules of Procedure, any protest regarding the Proposal Documents, must be filed in writing, at the offices of the District Manager, within seventy-two (72) calendar hours (excluding Saturday, Sunday, and state holidays) after the receipt of the Proposal Documents. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturday, Sunday, and state holidays) after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to the aforesaid Proposal Documents.

Section 14. Evaluation of Proposals. The criteria to be used in the evaluation of proposals are presented in the Evaluation Criteria Sheet, contained within the Proposal Documents.

TERRENO
COMMUNITY DEVELOPMENT DISTRICT AUDITOR SELECTION
EVALUATION CRITERIA

Ability of Personnel.	(20 Points)

(E.g., geographic location of the firm’s headquarters or permanent office in relation to the project; capabilities and experience of key personnel; present ability to manage this project; evaluation of existing work load; proposed staffing levels, etc.)

Proposer’s Experience.	(20 Points)

(E.g. past record and experience of the Proposer in similar projects; volume of work previously performed by the firm; past performance for other or current Community Development District(s) in other contracts; character, integrity, reputation of Proposer, etc.)

Understanding of Scope of Work.	(20 Points)

Extent to which the proposal demonstrates an understanding of the District’s needs for the services requested.

Ability to Furnish the Required Services.	(20 Points)

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.	(20 Points)***

Points will be awarded based upon the lowest total proposal for rendering the services and the reasonableness of the proposal.

Total	(100 Points)

***Alternatively, the Board may choose to evaluate firms without considering price, in which case the remaining categories would be assigned 25 points each.

RESOLUTION 2022-14

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR 2022; AND PROVIDING FOR AN EFFECTIVE DATE

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

Whereas, the District is required by Section 189.015, Florida Statutes, to file quarterly, semi-annually, or annually a schedule (including date, time, and location) of its regular meetings with local governing authorities; and

Whereas, further, in accordance with the above-referenced statute, the District shall also publish quarterly, semi-annually, or annually the District’s regular meeting schedule in a newspaper of general paid circulation in the county in which the District is located; and

WHEREAS, the Board desires to adopt the Fiscal Year 2022 annual meeting schedule attached as Exhibit A.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The Fiscal Year 2022 annual meeting schedule attached hereto and incorporated by reference herein as Exhibit A is hereby approved and shall be published in accordance with the requirements of Florida law and also provided to applicable governing authorities.

SECTION 2.  This Resolution shall become effective immediately upon its adoption.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Fiscal Year 2022 Annual Meeting Schedule

TERRENO COMMUNITY DEVELOPMENT DISTRICT
FISCAL YEAR 2021/2022 & 2022/2023 REGULAR MEETING SCHEDULE

NOTICE IS HEREBY GIVEN that the Board of Supervisors of the Terreno Community Development District will hold Regular Meetings at Greyhawk Amenity Center, 9275 Horned Lark Drive, Naples 34120 at 9:00 a.m. on the following dates:

August 8, 2022
September 12, 2022

And thereafter at the Golf Club of the Everglades, 8835 Vanderbilt Beach Rd., Naples FL 34120 at 9:00 a.m. on the following dates:

October 10, 2022
November 14, 2022
December 12, 2022
January 9, 2023
February 13, 2023
March 13, 2023
April 10, 2023
May 8, 2023
June 12, 2023
July 10, 2023
August 14, 2023
September 11, 2023

The purpose of the meetings is to conduct any business coming before the Board. Meetings are open to the public and will be conducted in accordance with the provisions of Florida law. Copies of the Agendas for any of the meetings may be obtained from the District’s website or by contacting the District Manager at (561) 630-4922 and/or toll free at 1-877-737-4922 prior to the date of the particular meeting.

From time to time one or more Supervisors may participate by telephone; therefore a speaker telephone will be present at the meeting location so that Supervisors may be fully informed of the discussions taking place. Meetings may be continued as found necessary to a time and place specified on the record.

If any person decides to appeal any decision made with respect to any matter considered at these meetings, such person will need a record of the proceedings and such person may need to insure that a verbatim record of the proceedings is made at his or her own expense and which record includes the testimony and evidence on which the appeal is based.

In accordance with the provisions of the Americans with Disabilities Act, any person requiring special accommodations or an interpreter to participate at any of these meetings should contact the District Manager at (561) 630-4922 and/or toll-free at 1-877-737-4922 at least seven (7) days prior to the date of the particular meeting.

Meetings may be cancelled from time to time without advertised notice.

TERRENO COMMUNITY DEVELOPMENT DISTRICT

www.terrenocdd.org

RESOLUTION 2022-15

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2021/2022 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Terreno Community Development District (“District”) was recently established by the Board of County Commissioners of Collier County, Florida effective June 17, 2022; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the Terreno Community Development District (“Board”) the proposed operating budget for Fiscal Year 2021/2022; and

WHEREAS, the Board has considered the Proposed Budget and desires to set the required public hearing thereon.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

PROPOSED BUDGET APPROVED. The operating budget proposed by the District Manager for Fiscal Year 2021/2022 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said budget.

SETTING A PUBLIC HEARING. The public hearing on the approved budget is hereby declared and set for the following date, hour and location:

DATE:		, 2022

HOUR:		

LOCATION:		

TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL-
PURPOSE GOVERNMENT. The District Manager is hereby directed to submit a copy of the proposed budget to Collier County at least sixty (60) days prior to the hearing set above.

POSTING OF PROPOSED BUDGET.  In accordance with Section 189.016,
Florida Statutes, the District’s Secretary is further directed to post the approved budget on the

District’s website at least two (2) days before the budget hearing date as set forth in Section 2. If the District does not have its own website, the District’s Secretary is directed to transmit the approved budget to the manager or administrator of Collier County for posting on its website.

PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

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

EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 11th DAY OF JULY 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Fiscal Year 2021/2022 Proposed Budget

Exhibit A

Fiscal Year 2021/2022 Proposed Budget

Terreno
Community Development District

Proposed Budget For Fiscal Year 2021/2022
July 11, 2022 - September 30, 2022

CONTENTS

PROPOSED BUDGET

DETAILED PROPOSED BUDGET

PROPOSED BUDGET
TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2021/2022
JULY 11, 2022 - SEPTEMBER 30, 2022

REVENUES	
FISCAL YEAR 2021/2022
BUDGET	
O&M Assessments	0	
Developer Contribution	39,025	
Debt Assessments	0	
 nterest ncome	0	
		
TOTAL REVENUES	$	39,025	
		
EXPENDITURES		
Administrative Expenditures		
Supervisor Fees	0	
(ngineering/ nspections	1,000	
Miscellaneous Maintenance	1,000	
Management	6,000	
/egal	20,000	
Assessment Roll	0	
Audit Fees	0	
Arbitrage Rebate Fee	0	
 nsurance	3,000	
/egal Advertisements	5,000	
Miscellaneous	1,250	
3ostage	100	
Office Supplies	1,000	
Dues & Subscriptions	1 5	
Website Management & ADA Compliance	500	
Trustee Fees	0	
Continuing Disclosure Fee	0	
MetKodology Report	0	
Total Expenditures	$	39,025	

REVENUES LESS EXPENDITURES	$	-	
		
%ond 3ayments	0	
		
BALANCE	$	-	
		
County Appraiser & Tax Collector Fee	0	
Discounts For (arly 3ayments	0	
		
EXCESS/ S+ORTFALL 	$	-	

DETAILED PROPOSED BUDGET
TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2021/2022
JULY 11, 2022 - SEPTEMBER 30, 2022

REVENUES	
FISCAL YEAR 2019/2020 ACTUAL	
FISCAL YEAR 2020/2021 BUDGET	
FISCAL YEAR 2021/2022 BUDGET	

COMMENTS	
O&M Assessments	0	0	0		
Developer Contribution	0	0	39,025	Developer Contribution	
Debt Assessments	0	0	0		
 nterest ncome	0	0	0		
					
TOTAL REVENUES	$	-	$	-	$	39,025		
					
EXPENDITURES					
Administrative Expenditures					
Supervisor Fees	0	0	0		
Engineering/ nspections	0	0	1,000	Engineers Report To Be ncluded n Bond Cost Of ssuance	
Miscellaneous Maintenance	0	0	1,000		
Management	0	0	6,000	$3,000 X 2 Months	
Legal	0	0	20,000		
Assessment Roll	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Audit Fees	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Arbitrage Rebate Fee	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
 nsurance	0	0	3,000		
Legal Advertisements	0	0	5,000		
Miscellaneous	0	0	1,250		
Postage	0	0	100		
Office Supplies	0	0	1,000		
Dues & Subscriptions	0	0	1 5	Annual Fee Due Department Of Economic Opportunity	
Website Management & ADA Compliance	0	0	500	$250 X 2 Months	
Trustee Fees	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Continuing Disclosure Fee	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Methodology Report	0	0	0	Methodology Report To Be ncluded n Bond Cost Of ssuance	
Total Expenditures	$	-	$	-	$	39,025		

REVENUES LESS EXPENDITURES	$	-	$	-	$	-		
					
Bond Payments	0	0	0		
					
BALANCE	$	-	$	-	$	-		
					
County Appraiser & Tax Collector Fee	0	0	0		
Discounts For Early Payments	0	0	0		
					
EXCESS/ (SHORTFALL)	$	-	$	-	$	-		

RESOLUTION 2022-16

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2022/2023 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Terreno Community Development District (“District”) was recently established by the Board of County Commissioners of Collier County, Florida effective June 17, 2022; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the Terreno Community Development District (“Board”) the proposed operating budget for Fiscal Year 2022/2023; and

WHEREAS, the Board has considered the Proposed Budget and desires to set the required public hearing thereon.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

PROPOSED BUDGET APPROVED. The operating budget proposed by the District Manager for Fiscal Year 2022/2023 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said budget.

SETTING A PUBLIC HEARING. The public hearing on the approved budget is hereby declared and set for the following date, hour and location:

DATE:		, 2022

HOUR:		

LOCATION:		

TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL-
PURPOSE GOVERNMENT. The District Manager is hereby directed to submit a copy of the proposed budget to Collier County at least 60 days prior to the hearing set above.

POSTING OF PROPOSED BUDGET.  In accordance with Section 189.016,
Florida Statutes, the District’s Secretary is further directed to post the approved budget on the

District’s website at least two (2) days before the budget hearing date as set forth in Section 2. If the District does not have its own website, the District’s Secretary is directed to transmit the approved budget to the manager or administrator of Collier County for posting on its website.

PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

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

EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 11th DAY OF JULY 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Fiscal Year 2022/2023 Proposed Budget

Exhibit A

Fiscal Year 2022/2023 Proposed Budget

Terreno
Community Development District

Proposed Budget For Fiscal Year 2022/2023
October 1, 2022 - September 30, 2023

CONTENTS

PROPOSED BUDGET

DETAILED PROPOSED BUDGET

PROPOSED BUDGET
TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
OCTOBER 1, 2022 - SEPTEMBER 30, 2023

REVENUES	
FISCAL YEAR 2022/2023
BUDGET	
O&M Assessments	0	
Developer Contribution	8 ,8 5	
Debt Assessments	0	
 nterest ncome	0	
		
TOTAL REVENUES	$	87,875	
		
EXPENDITURES		
Administrative Expenditures		
Supervisor Fees	0	
(ngineering/ nspections	1,000	
Miscellaneous Maintenance	1,000	
Management	36,000	
/egal	30,000	
Assessment Roll	0	
Audit Fees	0	
Arbitrage Rebate Fee	0	
 nsurance	6,000	
/egal Advertisements	 ,500	
Miscellaneous	1,500	
3ostage	200	
Office Supplies	1,500	
Dues & Subscriptions	1 5	
Website Management & ADA Compliance	3,000	
Trustee Fees	0	
Continuing Disclosure Fee	0	
MetKodology Report	0	
Total Expenditures	$	87,875	

REVENUES LESS EXPENDITURES	$	-	
		
%ond 3ayments	0	
		
BALANCE	$	-	
		
County Appraiser & Tax Collector Fee	0	
Discounts For (arly 3ayments	0	
		
EXCESS/ S+ORTFALL 	$	-	

DETAILED PROPOSED BUDGET
TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
OCTOBER 1, 2022 - SEPTEMBER 30, 2023

REVENUES	
FISCAL YEAR 2020/2021 ACTUAL	
FISCAL YEAR 2021/2022 BUDGET	
FISCAL YEAR 2022/2023 BUDGET	

COMMENTS	
O&M Assessments	0	0	0		
Developer Contribution	0	 2,275	87,875	Developer Contribution	
Debt Assessments	0	0	0		
 nterest ncome	0	0	0		
					
TOTAL REVENUES	$	-	$	42,275	$	87,875		
					
EXPENDITURES					
Administrative Expenditures					
Supervisor Fees	0	0	0		
Engineering/ nspections	0	1,000	1,000	Engineers Report To Be ncluded n Bond Cost Of ssuance	
Miscellaneous Maintenance	0	1,000	1,000		
Management	0	 ,000	36,000	$3,000 X 12 Months	
Legal	0	20,000	30,000		
Assessment Roll	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Audit Fees	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Arbitrage Rebate Fee	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
 nsurance	0	3,000	6,000		
Legal Advertisements	0	5,000	7,500		
Miscellaneous	0	1,250	1,500		
Postage	0	100	200		
Office Supplies	0	1,000	1,500		
Dues & Subscriptions	0	175	175	Annual Fee Due Department Of Economic Opportunity	
Website Management & ADA Compliance	0	750	3,000	$250 X 12 Months	
Trustee Fees	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Continuing Disclosure Fee	0	0	0	Will Commence n Fiscal Year Following ssuing Of Bond	
Methodology Report	0	0	0	Methodology Report To Be ncluded n Bond Cost Of ssuance	
Total Expenditures	$	-	$	42,275	$	87,875		

REVENUES LESS EXPENDITURES	$	-	$	-	$	-		
					
Bond Payments	0	0	0		
					
BALANCE	$	-	$	-	$	-		
					
County Appraiser & Tax Collector Fee	0	0	0		
Discounts For Early Payments	0	0	0		
					
EXCESS/ (SHORTFALL)	$	-	$	-	$	-		

TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2021/2022 FUNDING AGREEMENT

This agreement (“Agreement”) is made and entered into this 11th day of July 2022, by and between:

Terreno Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Collier County, Florida (the “District”), with a mailing address c/o Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410, and

Pulte Home Company, LLC, a Michigan limited liability company and the owner of property located within the boundaries of the District (the “Developer”) with a mailing address of 3350 Peachtree Road Northeast, Suite 150, Atlanta, Georgia 30326.

RECITALS

WHEREAS, the District was established by Ordinance 2022-22 adopted by the Board of County Commissioners of Collier County, Florida, effective June 17, 2022, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, Developer presently owns and/or is developing the majority of all real property described in Exhibit A, attached hereto and incorporated herein (“Property”), within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and

WHEREAS, the District is adopting its general fund budget for the Fiscal Year 2021/2022, beginning October 1, 2021 and ending September 30, 2022 (“Budget”); and

WHEREAS, this Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and

WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property, that will benefit from the activities, operations and services set forth in the Budget, or utilizing such other revenue sources as may be available to it; and

WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and

Page 1 of 16

WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and

WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the parties agree as follows:

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

FUNDING. The Developer agrees to make available to the District the monies necessary for the operation of the District as called for in the budget attached hereto as Exhibit B, as may be amended from time to time in the District’s sole discretion, within thirty (30) days of written request by the District. Amendments to the Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. These payments are made by the Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District. In no way shall the foregoing in any way affect the District’s ability to levy special assessments upon the property within the District, including any property owned by Developer, in accordance with Florida law, to provide funds for any unfunded expenditures whether such expenditures are the result of an amendment to the District’s Budget or otherwise.

ALTERNATIVE COLLECTION METHODS. This Section provides for alternative methods of collection. In the event Developer fails to make payments due to the District pursuant to this Agreement, and the District first provides Developer with written notice of the delinquency to the address identified in this Agreement and such delinquency is not cured within five (5) business days of the notice, then the District shall have the following remedies:

In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against the Developer in the appropriate judicial forum in and for the Collier County, Florida. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis.  The Developer agrees that the activities,

Page 2 of 16

operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to levy and certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the Collier County property appraiser. Developer hereby waives and/or relinquishes any rights it may have to challenge, object to or otherwise fail to pay such assessments if imposed, as well as the means of collection thereof.

AGREEMENT; AMENDMENTS. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. 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 of the parties hereto.

AUTHORIZATION. 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 instrument.

ASSIGNMENT. Neither the District nor Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Such consent shall not be required in the event of a sale of the majority of the lands within the District then owned by Developer pursuant to which the unaffiliated purchaser agrees to assumes any remaining obligations of Developer under this Agreement, provided that no such assignment shall be valid where the assignment is being made for the purpose of avoiding Developer’s obligations hereunder.

DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 3 and 4 above.

THIRD PARTY RIGHTS; TRANSFER OF PROPERTY. This Agreement is
solely for the benefit of the formal parties herein 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 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. In the event the Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, the Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the

Page 3 of 16

purchaser agree to be bound by the terms of this Agreement. The Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition.

GOVERNING LAW. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. The parties agree and consent to, for the purposes of venue, the exclusive jurisdiction of the appropriate courts of Collier County, Florida.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties 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 the doubtful language will not be interpreted or construed against any party.

EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.

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

Attest:	Terreno Community
Development District

Secretary/Assistant Secretary	By: 	  Its: 	

Witness:	Pulte Home Company, LLC,
a Michigan limited liability company

Witness	By:	
Its:	

EXHIBIT A: Property Description
EXHIBIT B: Fiscal Year 2021/2022 Budget

Page 4 of 16

EXHIBIT A

Property Description

Page 5 of 16

Page 6 of 16

Page 7 of 16

Page 8 of 16

Page 9 of 16

Page 10 of 16

Page 11 of 16

Page 12 of 16

Page 13 of 16

Page 14 of 16

Page 15 of 16

EXHIBIT B

Fiscal Year 2021/2022 Budget

Page 16 of 16

TERRENO COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023 FUNDING AGREEMENT

This agreement (“Agreement”) is made and entered into this 11th day of July 2022, by and between:

Terreno Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Collier County, Florida (the “District”), with a mailing address c/o Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410, and

Pulte Home Company, LLC, a Michigan limited liability company and the owner of property located within the boundaries of the District (the “Developer”) with a mailing address of 3350 Peachtree Road Northeast, Suite 150, Atlanta, Georgia 30326.

RECITALS

WHEREAS, the District was established by Ordinance 2022-22 adopted by the Board of County Commissioners of Collier County, Florida, effective June 17, 2022, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, Developer presently owns and/or is developing the majority of all real property described in Exhibit A, attached hereto and incorporated herein (“Property”), within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and

WHEREAS, the District is adopting its general fund budget for the Fiscal Year 2022/2023, beginning October 1, 2022 and ending September 30, 2023 (“Budget”); and

WHEREAS, this Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and

WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property, that will benefit from the activities, operations and services set forth in the Budget, or utilizing such other revenue sources as may be available to it; and

WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and

Page 1 of 16

WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and

WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the parties agree as follows:

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

FUNDING. The Developer agrees to make available to the District the monies necessary for the operation of the District as called for in the budget attached hereto as Exhibit B, as may be amended from time to time in the District’s sole discretion, within thirty (30) days of written request by the District. Amendments to the Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. These payments are made by the Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District. In no way shall the foregoing in any way affect the District’s ability to levy special assessments upon the property within the District, including any property owned by Developer, in accordance with Florida law, to provide funds for any unfunded expenditures whether such expenditures are the result of an amendment to the District’s Budget or otherwise.

ALTERNATIVE COLLECTION METHODS. This Section provides for alternative methods of collection. In the event Developer fails to make payments due to the District pursuant to this Agreement, and the District first provides Developer with written notice of the delinquency to the address identified in this Agreement and such delinquency is not cured within five (5) business days of the notice, then the District shall have the following remedies:

In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against the Developer in the appropriate judicial forum in and for the Collier County, Florida. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis.  The Developer agrees that the activities,

Page 2 of 16

operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to levy and certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the Collier County property appraiser. Developer hereby waives and/or relinquishes any rights it may have to challenge, object to or otherwise fail to pay such assessments if imposed, as well as the means of collection thereof.

AGREEMENT; AMENDMENTS. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. 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 of the parties hereto.

AUTHORIZATION. 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 instrument.

ASSIGNMENT. Neither the District nor Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Such consent shall not be required in the event of a sale of the majority of the lands within the District then owned by Developer pursuant to which the unaffiliated purchaser agrees to assumes any remaining obligations of Developer under this Agreement, provided that no such assignment shall be valid where the assignment is being made for the purpose of avoiding Developer’s obligations hereunder.

DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 3 and 4 above.

THIRD PARTY RIGHTS; TRANSFER OF PROPERTY. This Agreement is
solely for the benefit of the formal parties herein 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 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. In the event the Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, the Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the

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purchaser agree to be bound by the terms of this Agreement. The Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition.

GOVERNING LAW. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. The parties agree and consent to, for the purposes of venue, the exclusive jurisdiction of the appropriate courts of Collier County, Florida.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties 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 the doubtful language will not be interpreted or construed against any party.

EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.

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

Attest:	Terreno Community
Development District

Secretary/Assistant Secretary	By: 	  Its: 	

Witness:	Pulte Home Company, LLC,
a Michigan limited liability company

Witness	By:	
Its:	

EXHIBIT A: Property Description
EXHIBIT B: Fiscal Year 2022/2023 Budget

EXHIBIT A

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Property Description

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EXHIBIT B

Fiscal Year 2022/2023 Budget

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RESOLUTION 2022-17

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT TO DESIGNATE DATE, TIME AND PLACE OF PUBLIC HEARING AND AUTHORIZATION TO PUBLISH NOTICE OF SUCH HEARING FOR THE PURPOSE OF ADOPTING RULES OF PROCEDURE; AND PROVIDING AN EFFECTIVE DATE

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

WHEREAS, the Board of Supervisors of Terreno Community Development District (“Board”) is authorized by Section 190.011(5), Florida Statutes, to adopt rules and orders pursuant to Chapter 120, Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. A Public Hearing will be held to adopt the District’s Rules of Procedure on
	, 2022, at 	.m., at 	
	.

SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 120.54, Florida Statutes.

SECTION 3. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RULES OF PROCEDURE
TERRENO COMMUNITY DEVELOPMENT DISTRICT EFFECTIVE AS OF July 11, 2022

TABLE OF CONTENTS
Rule 1.0	General.	2
Rule 1.1	Board of Supervisors; Officers and Voting.	3
Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination.	7
Rule 1.3	Public Meetings, Hearings, and Workshops.	10
Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse	15
Rule 2.0	Rulemaking Proceedings	16
Rule 3.0	Competitive Purchase.	22
Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act.	27
Rule 3.2	Procedure Regarding Auditor Selection.	31
Rule 3.3	Purchase of Insurance.	35
Rule 3.4	Pre-qualification	37
Rule 3.5	Construction Contracts, Not Design-Build.	42
Rule 3.6	Construction Contracts, Design-Build.	46
Rule 3.7	Payment and Performance Bonds.	51
Rule 3.8	Goods, Supplies, and Materials.	52
Rule 3.9	Maintenance Services.	56
Rule 3.10	Contractual Services.	59
Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5,
3.6, 3.8, and 3.9.	60
Rule 4.0	Effective Date.	63
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Rule 1.0	General.

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

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

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

A Rule of the District shall be effective upon adoption by affirmative vote of the District Board. After a Rule becomes effective, it may be repealed or amended only through the rulemaking procedures specified in these Rules. Notwithstanding, the District may immediately suspend the application of a Rule if the District determines that the Rule conflicts with Florida law. In the event that a Rule conflicts with Florida law and its application has not been suspended by the District, such Rule should be interpreted in the manner that best effectuates the intent of the Rule while also complying with Florida law. If the intent of the Rule absolutely cannot be effectuated while complying with Florida law, the Rule shall be automatically suspended.

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

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Rule 1.1	Board of Supervisors; Officers and Voting.

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

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

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

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

Unless otherwise provided for by an act of the Board, any one Board member may attend a mediation session on behalf of the Board. Any agreement resulting from such mediation session must be approved pursuant to subsection (1)(c) of this Rule.

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

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

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to attend a meeting, the Vice-Chairperson shall convene and conduct the meeting. The Chairperson or Vice-Chairperson may delegate the responsibility of conducting the meeting to the District’s manager (“District Manager”) or District Counsel, in whole or in part.

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

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

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

In the event that both the Chairperson and Vice-Chairperson are absent from a Board meeting and a quorum is present, the Board may designate one of its members or a member of District staff to convene and conduct the meeting. In such circumstances, any of the Board members present are authorized to execute agreements, resolutions, and other documents approved by the Board at such meeting. In the event that the Chairperson and Vice-Chairperson are both unavailable to execute a document previously approved by the Board, the Secretary or any Assistant Secretary may execute such document.

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The Board may assign additional duties to District officers from time to time, which include, but are not limited to, executing documents on behalf of the District.

The Chairperson, Vice-Chairperson, and any other person authorized by District Resolution may sign checks and warrants for the District, countersigned by the Treasurer or other persons authorized by the Board.

Committees. The Board may establish committees of the Board, either on a permanent or temporary basis, to perform specifically designated functions. Committees may include individuals who are not members of the Board. Such functions may include, but are not limited to, review of bids, proposals, and qualifications, contract negotiations, personnel matters, and budget preparation.

Record Book. The Board shall keep a permanent record book entitled “Record of Proceedings,” in which shall be recorded minutes of all meetings, resolutions, proceedings, certificates, and corporate acts. The Records of Proceedings shall be located at a District office and shall be available for inspection by the public.

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

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

When a Board member knows the member has a conflict of interest on a matter coming before the Board, the member should notify the Board’s Secretary prior to participating in any discussion with the Board on the matter. The member shall publicly announce the conflict of interest at the meeting. This announcement shall appear in the minutes.

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

The Board’s Secretary shall prepare a Memorandum of Voting Conflict (Form 8B) which shall then be signed by the Board member, filed with the Board’s Secretary, and provided for attachment to the minutes of the meeting within fifteen (15) days of the meeting.

If a Board member inadvertently votes on a matter and later learns he or she has a conflict on the matter, the member shall immediately notify the Board’s Secretary. Within fifteen (15) days of the notification, the member shall file the appropriate Memorandum of Voting Conflict, which will be attached to the minutes of the Board meeting during which the vote on the matter occurred. The Memorandum of Voting Conflict shall immediately be provided to other Board members and shall be read publicly at the next meeting held subsequent to the filing of the Memorandum of Voting Conflict. The Board member’s vote is unaffected by this filing.

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

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

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

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

District Offices. Unless otherwise designated by the Board, the official District office shall be the District Manager’s office identified by the District Manager. If the District Manager’s office is not located within the county in which the District is located, the Board shall designate a local records office within such county which shall at a minimum contain, but not be limited to, the following documents:

Agenda packages for prior 24 months and next meeting;

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

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

Adopted engineer’s reports;

Adopted assessment methodologies/reports;

Adopted disclosure of public financing;

Limited Offering Memorandum for each financing undertaken by the District;

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

District policies and rules;

Fiscal year end audits; and

Adopted budget for the current fiscal year.

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

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

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as the District’s records custodian. Regardless of the form of the request, any Board member or staff member who receives a public records request shall immediately forward or communicate such request to the Secretary for coordination of a prompt response. The Secretary, after consulting with District Counsel as to the applicability of any exceptions under the public records laws, shall be responsible for responding to the public records request. At no time can the District be required to create records or summaries of records, or prepare opinions regarding District policies, in response to a public records request.

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

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

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the requested records. After the request has been fulfilled, additional payments or credits may be due. The District is under no duty to produce records in response to future records requests if the person making the request owes the District for past unpaid duplication charges, special service charges, or other required payments or credits.

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

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

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

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

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Rule 1.3	Public Meetings, Hearings, and Workshops.

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

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

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

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

The following or substantially similar language: “Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (561) 571-0010. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) 955-8770 or 1 (800) 955-8771, who can aid you in contacting the District Office.”

The following or substantially similar language: “A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.”

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

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

Agenda. The District Manager, under the guidance of District Counsel and the Chairperson or Vice-Chairperson, shall prepare an agenda of the meeting/hearing/workshop. The agenda and any meeting materials available in an electronic format, excluding any confidential and any confidential and exempt information, shall be available to the public at least seven (7) days before the meeting/hearing/workshop, except in an emergency. Meeting materials shall be defined as, and limited to, the agenda, meeting minutes, resolutions, and agreements of the District that District staff deems necessary for Board approval. Inclusion of additional materials for Board consideration other than those defined herein as “meeting materials” shall not convert such materials into “meeting materials.” For good cause, the agenda may be changed after it is first made available for distribution, and additional materials may be added or provided under separate cover at the meeting. The requirement of good cause shall be liberally construed to allow the District to efficiently conduct business and to avoid the expenses associated with special meetings.

The District may, but is not required to, use the following format in preparing its agenda for its regular meetings:

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

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

Special Requests. Persons wishing to receive, by mail, notices or agendas of meetings, may so advise the District Manager or Secretary at the District Office. Such persons shall furnish a mailing address in writing and shall be required to pre-pay the cost of the copying and postage.

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

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

Budget Hearing. Notice of hearing on the annual budget(s) shall be in accord with Section 190.008 of the Florida Statutes. Once adopted in accord with Section
190.008 of the Florida Statutes, the annual budget(s) may be amended from time to time by action of the Board. Approval of invoices by the Board in excess of the funds allocated to a particular budgeted line item shall serve to amend the budgeted line item.

Public Hearings. Notice of required public hearings shall contain the information required by applicable Florida law and by these Rules applicable to meeting notices and shall be mailed and published as required by Florida law. The District Manager shall ensure that all such notices, whether mailed or published, contain the information required by Florida law and these Rules and are mailed and

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published as required by Florida law. Public hearings may be held during Board meetings when the agenda includes such public hearing.

Participation by Teleconference/Videoconference. District staff may participate in Board meetings by teleconference or videoconference. Board members may also participate in Board meetings by teleconference or videoconference if in the good judgment of the Board extraordinary circumstances exist; provided however, at least three Board members must be physically present at the meeting location to establish a quorum. Such extraordinary circumstances shall be presumed when a Board member participates by teleconference or videoconference, unless a majority of the Board members physically present determines that extraordinary circumstances do not exist.

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

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

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

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

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

Attorney-Client Sessions. An Attorney-Client Session is permitted when the District’s attorneys deem it necessary to meet in private with the Board to discuss pending litigation to which the District is a party before a court or administrative agency or as may be authorized by law. The District’s attorney must request such session at a public meeting. Prior to holding the Attorney-Client Session, the District must give reasonable public notice of the time and date of the session and the names of the persons anticipated to attend the session. The session must commence at an open meeting in which the Chairperson or Vice-Chairperson announces the commencement of the session, the estimated length of the session, and the names of the persons who will be attending the session. The discussion during the session is confined to settlement negotiations or strategy related to

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litigation expenses or as may be authorized by law. Only the Board, the District’s attorneys (including outside counsel), the District Manager, and the court reporter may attend an Attorney-Client Session. During the session, no votes may be taken and no final decisions concerning settlement can be made. Upon the conclusion of the session, the public meeting is reopened, and the Chairperson or Vice-Chairperson must announce that the session has concluded. The session must be transcribed by a court-reporter and the transcript of the session filed with the District Secretary within a reasonable time after the session. The transcript shall not be available for public inspection until after the conclusion of the litigation.

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

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

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Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse

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

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

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

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

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Rule 2.0	Rulemaking Proceedings.

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

Notice of Rule Development.

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

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

Notice of Proceedings and Proposed Rules.

Prior to the adoption, amendment, or repeal of any rule other than an emergency rule, the District shall give notice of its intended action, setting forth a short, plain explanation of the purpose and effect of the proposed action, a reference to the specific rulemaking authority pursuant to which the rule is adopted, and a reference to the section or subsection of the Florida Statutes being implemented, interpreted, or made specific. The notice shall include a summary of the District’s statement of the estimated regulatory costs, if one has been prepared, based on the factors set forth in Section 120.541(2) of the Florida Statutes, and a statement that any person who wishes to provide the District with a lower cost regulatory alternative as provided by Section 120.541(1), must do so in writing within twenty- one (21) days after publication of the notice. The notice shall additionally include a statement that any affected person may request a public hearing

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by submitting a written request within twenty-one (21) days after the date of publication of the notice. Except when intended action is the repeal of a rule, the notice shall include a reference to both the date on which and the place where the Notice of Rule Development required by section (2) of this Rule appeared.

The notice shall be published in a newspaper of general circulation in the District and each county in which the District is located not less than twenty-eight (28) days prior to the intended action. The proposed rule shall be available for inspection and copying by the public at the time of the publication of notice.

The notice shall be mailed to all persons named in the proposed rule and to all persons who, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its rulemaking proceedings. Any person may file a written request with the District Manager to receive notice by mail of District proceedings to adopt, amend, or repeal a rule. Such persons must furnish a mailing address and may be required to pay the cost of copying and mailing.

Rule Development Workshops. Whenever requested in writing by any affected person, the District must either conduct a rule development workshop prior to proposing rules for adoption or the Chairperson must explain in writing why a workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so.

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

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

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

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

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

The published notice.

Hearing. The District may, or, upon the written request of any affected person received within twenty-one (21) days after the date of publication of the notice described in section (3) of this Rule, shall, provide a public hearing for the presentation of evidence, argument, and oral statements, within the reasonable conditions and limitations imposed by the District to avoid duplication, irrelevant comments, unnecessary delay, or disruption of the proceedings. The District shall publish notice of the public hearing in a newspaper of general circulation within the District either in the text of the notice described in section (3) of this Rule or in a separate publication at least seven (7) days before the scheduled public hearing. The notice shall specify the date, time, and location of the public hearing, and the name, address, and telephone number of the District contact person who can provide information about the public hearing. Written statements may be submitted by any person prior to or at the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record.

Emergency Rule Adoption. The Board may adopt an emergency rule if it finds that immediate danger to the public health, safety, or welfare exists which requires immediate action. Prior to the adoption of an emergency rule, the District Manager shall make reasonable efforts to notify a newspaper of general circulation in the District. Notice of emergency rules shall be published as soon as possible in a newspaper of general circulation in the District. The District may use any procedure which is fair under the circumstances in the adoption of an emergency rule as long as it protects the public interest as determined by the District and otherwise complies with these provisions.

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

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

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The texts of the proposed rule and the adopted rule;

All notices given for a proposed rule;

Any statement of estimated regulatory costs for the rule;

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

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

All notices and findings pertaining to an emergency rule.

Petitions to Challenge Existing Rules.

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

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

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

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

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

Administer oaths and affirmations;
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Rule upon offers of proof and receive relevant evidence;

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

Enter orders; and

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

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

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

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

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

The rule from which a variance or waiver is requested;

The type of action requested;

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

The District shall review the petition and may request only that information needed to clarify the petition or to answer new questions

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raised by or directly related to the petition. If the petitioner asserts that any request for additional information is not authorized by law or by Rule of the District, the District shall proceed, at the petitioner’s written request, to process the petition.

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

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

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

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Rule 3.0	Competitive Purchase.

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

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

Definitions.

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

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

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

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

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

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

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

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

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

“Emergency Purchase” means a purchase necessitated by a sudden unexpected turn of events (for example, acts of God, riot, fires, floods, hurricanes, accidents, or any circumstances or cause beyond the control of the Board in the normal conduct of its business), where the Board finds

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that the delay incident to competitive purchase would be detrimental to the interests of the District. This includes, but is not limited to, instances where the time to competitively award the project will jeopardize the funding for the project, will materially increase the cost of the project, or will create an undue hardship on the public health, safety, or welfare.

	“Invitation to Bid” is a written solicitation for sealed bids with the title, date, and hour of the public bid opening designated specifically and defining the commodity or service involved. It includes printed instructions prescribing conditions for bidding, qualification, evaluation criteria, and provides for a manual signature of an authorized representative. It may include one or more bid alternates.

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

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

“Professional Services” means those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of Florida, or those services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice.

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

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

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

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

“Purchase” means acquisition by sale, rent, lease, lease/purchase, or installment sale. It does not include transfer, sale, or exchange of goods, supplies, or materials between the District and any federal, state, regional or local governmental entity or political subdivision of the State of Florida.

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“Request for Proposals” or “RFP” is a written solicitation for sealed proposals with the title, date, and hour of the public opening designated and requiring the manual signature of an authorized representative. It may provide general information, applicable laws and rules, statement of work, functional or general specifications, qualifications, proposal instructions, work detail analysis, and evaluation criteria as necessary.

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

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

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

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

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

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

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

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

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

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

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

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Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act.

Scope. The following procedures are adopted for the selection of firms or individuals to provide Professional Services exceeding the thresholds herein described, for the negotiation of such contracts, and to provide for protest of actions of the Board under this Rule. As used in this Rule, “Project” means that fixed capital outlay study or planning activity when basic construction cost is estimated by the District to exceed the threshold amount provided in Section
287.017 of the Florida Statutes, for CATEGORY FIVE, or for a planning study activity when the fee for Professional Services is estimated by the District to exceed the threshold amount provided in Section 287.017 for CATEGORY TWO, as such categories may be amended or adjusted from time to time.

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

Hold all required applicable state professional licenses in good standing;

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

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

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

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

Public Announcement. Except in cases of valid public emergencies as certified by the Board, the District shall announce each occasion when Professional Services are required for a Project or a Continuing Contract by publishing a notice providing a general description of the Project, or the nature of the Continuing Contract, and the method for interested consultants to apply for consideration. The notice shall appear in at least one (1) newspaper of general circulation in the District and in such other places as the District deems appropriate. The notice must allow at least fourteen (14) days for submittal of qualifications from the date of publication. The District may maintain lists of consultants interested in receiving such notices. These consultants are encouraged to submit annually statements of qualifications and performance data. The District shall make reasonable efforts to provide copies of any notices to such consultants, but the failure to do so shall not give such consultants any bid protest or other rights or otherwise disqualify any otherwise valid procurement process. The Board has the

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right to reject any and all qualifications, and such reservation shall be included in the published notice. Consultants not receiving a contract award shall not be entitled to recover from the District any costs of qualification package preparation or submittal.

Competitive Selection.

The Board shall review and evaluate the data submitted in response to the notice described in section (3) of this Rule regarding qualifications and performance ability, as well as any statements of qualifications on file. The Board shall conduct discussions with, and may require public presentation by consultants regarding their qualifications, approach to the Project, and ability to furnish the required services. The Board shall then select and list the consultants, in order of preference, deemed to be the most highly capable and qualified to perform the required Professional Services, after considering these and other appropriate criteria:

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

Whether a consultant is a certified minority business enterprise;

Each consultant’s past performance;

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

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

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

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

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

If the selection process is administered by any person or committee other than the full Board, the selection made will be presented to the full Board with a recommendation that competitive negotiations be instituted with the selected firms in order of preference listed.

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

Competitive Negotiation.

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

In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, the firm receiving the award shall be required to execute a truth-in-negotiation certificate stating that "wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting." In addition, any professional service contract under which such a certificate is required, shall contain a provision that "the original contract price and any additions thereto, shall be adjusted to exclude any significant sums by which the Board determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs."

Should the District be unable to negotiate a satisfactory agreement with the firm determined to be the most qualified at a price deemed by the District to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the District shall immediately begin negotiations with the second most qualified firm. If a satisfactory agreement with the second firm cannot be reached, those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken.

Should the District be unable to negotiate a satisfactory agreement with one of the top three (3) ranked consultants, additional firms shall be selected by the District, in order of their competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

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

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

Emergency Purchase. The District may make an Emergency Purchase without complying with these Rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

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

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Rule 3.2	Procedure Regarding Auditor Selection.

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

Definitions.

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

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

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

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

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

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Hold all required applicable state professional licenses in good standing;

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

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

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

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

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

Ability of personnel;

Experience;

Ability to furnish the required services; and

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

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

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

Request for Proposals. The Committee shall provide interested firms with a Request for Proposals (“RFP”). The RFP shall provide information on how proposals are to be evaluated and such other information the Committee

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determines is necessary for the firm to prepare a proposal. The RFP shall state the time and place for submitting proposals.

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

Board Selection of Auditor.

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

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

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

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

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

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

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

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

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

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

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

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

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Rule 3.3	Purchase of Insurance.

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

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

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

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

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

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

If only one (1) response to an Invitation is received, the District may proceed with the purchase. If no response to an Invitation to Bid is received, the District may take whatever steps are reasonably necessary in order to proceed with the purchase.

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

Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies that have submitted reasonable and timely bids and, in the opinion of the District, are fully qualified and capable of meeting all services and requirements. Bid responses shall be evaluated in accordance with the specifications and criteria contained in the Invitation to Bid; in addition, the total cost to the District, the cost, if any, to the District officers, employees, or their dependents, the geographic location of the company’s headquarters and offices in relation to the District, and the ability of the company to guarantee premium stability may be considered. A contract to purchase

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insurance shall be awarded to that company whose response to the Invitation to Bid best meets the overall needs of the District, its officers, employees, and/or dependents.

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

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

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Rule 3.4	Pre-qualification

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

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

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

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

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

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

If the District has pre-qualified vendors for a particular category of purchase, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies or

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responses in response to the applicable Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

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

Hold all required applicable state professional licenses in good standing;

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

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

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

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

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

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

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

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Notice of intent to pre-qualify, including rejection of some or all qualifications, shall be provided in writing to all vendors by United States Mail, electronic mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s pre-qualification decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11; provided however, protests related to the pre-qualification criteria and procedures for construction services shall be resolved in accordance with section (2)(b) of this Rule and Section 255.20(1)(b) of the Florida Statutes.

Suspension, Revocation, or Denial of Qualification

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

One of the circumstances specified under Section 337.16(2), Fla. Stat., has occurred.

Affiliated contractors submitted more than one proposal for the same work. In this event the pre-qualified status of all of the affiliated bidders will be revoked, suspended, or denied. All bids of affiliated bidders will be rejected.

The vendor made or submitted false, deceptive, or fraudulent statements, certifications, or materials in any claim for payment or any information required by any District contract.

The vendor or its affiliate defaulted on any contract or a contract surety assumed control of financial responsibility for any contract of the vendor.

The vendor’s qualification to bid is suspended, revoked, or denied by any other public or semi-public entity, or the vendor has been the subject of a civil enforcement proceeding or settlement involving a public or semi-public entity.

The vendor failed to comply with contract or warranty requirements or failed to follow District direction in the performance of a contract.
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The vendor failed to timely furnish all contract documents required by the contract specifications, special provisions, or by any state or federal statutes or regulations. If the vendor fails to furnish any of the subject contract documents by the expiration of the period of suspension, revocation, or denial set forth above, the vendor’s pre- qualified status shall remain suspended, revoked, or denied until the documents are furnished.

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

The vendor did not pay its subcontractors or suppliers in a timely manner or in compliance with contract documents.

The vendor has demonstrated instances of poor or unsatisfactory performance, deficient management resulting in project delay, poor quality workmanship, a history of payment of liquidated damages, untimely completion of projects, uncooperative attitude, contract litigation, inflated claims or defaults.

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

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

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

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

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

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The District shall inform the vendor in writing of its intent to deny, suspend, or revoke its pre-qualified status and inform the vendor of its right to a hearing, the procedure which must be followed, and the applicable time limits. If a hearing is requested within 10 days after the receipt of the notice of intent, the hearing shall be held within 30 days after receipt by the District of the request for the hearing. The decision shall be issued within 15 days after the hearing.

Such suspension or revocation shall not affect the vendor’s obligations under any preexisting contract.

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

Examples of factors affecting the seriousness of a deficiency are:

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

Unsafe conditions allowed to exist;

Complaints from the public;

Delay or interference with the bidding process;

The potential for repetition;

Integrity of the public contracting process;

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

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

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Rule 3.5	Construction Contracts, Not Design-Build.

Scope. All contracts for the construction or improvement of any building, structure, or other public construction works authorized by Chapter 190 of the Florida Statutes, the costs of which are estimated by the District in accordance with generally accepted cost accounting principles to be in excess of the threshold amount for applicability of Section 255.20 of the Florida Statutes, as that amount may be indexed or amended from time to time, shall be let under the terms of these Rules and the procedures of Section 255.20 of the Florida Statutes, as the same may be amended from time to time. A project shall not be divided solely to avoid the threshold bidding requirements.

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

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

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

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

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If the District has pre-qualified providers of construction services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, or responses to Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations.

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

Hold all required applicable state professional licenses in good standing;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board Meeting.

Exceptions. This Rule is inapplicable when:

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

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

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

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

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

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

Procedure.

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

A Design Criteria Package for the construction project shall be prepared and sealed by the Design Criteria Professional. If the project utilizes existing plans, the Design Criteria Professional shall create a Design Criteria Package by supplementing the plans with project specific requirements, if any.

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

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

Competitive Proposal-Based Selection. If the competitive proposal selection process is utilized, the Board, in consultation with the Design Criteria Professional, shall establish the criteria, standards and procedures for the evaluation of Design-Build Proposals based on price, technical, and design aspects of the project, weighted for the project. After a Design Criteria Package and the standards and procedures for evaluation of proposals have been developed, competitive proposals from qualified firms shall be solicited pursuant to the design criteria by the following procedure:

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

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

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

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

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

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

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

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

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be considered ineligible by the District to submit a bid, response, or proposal for a District project.

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

The proposals, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. In consultation with the Design Criteria Professional, the Board shall evaluate the proposals received based on evaluation criteria and procedures established prior to the solicitation of proposals, including but not limited to qualifications, availability, and past work of the firms and the partners and members thereof. The Board shall then select no fewer than three (3) Design- Build Firms as the most qualified.

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

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

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

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

The Board shall negotiate a contract with the firm ranking the highest based on the evaluation standards and shall establish a price which the Board determines is fair, competitive and reasonable. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the second most qualified firm, based on the ranking by the evaluation standards. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the second most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the third most qualified firm. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the third most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. Should the Board be unable to negotiate a satisfactory contract with any of the selected firms, the Board shall select additional firms in order of their rankings based on the evaluation standards and continue negotiations until an agreement is reached or the list of firms is exhausted.

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

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

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

Emergency Purchase. The Board may, in case of public emergency, declare an emergency and immediately proceed with negotiations with the best qualified

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Design-Build Firm available at the time. The fact that an Emergency Purchase has occurred shall be noted in the minutes of the next Board meeting.

Exceptions. This Rule is inapplicable when:

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

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

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

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

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

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Rule 3.7	Payment and Performance Bonds.

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

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

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

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

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Rule 3.8	Goods, Supplies, and Materials.

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

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

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

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

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

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

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

Hold all required applicable state professional licenses in good standing;

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

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

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

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

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

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

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

53

lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference of five (5) percent. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which grants a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference equal to the preference granted by such foreign state.

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

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

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

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

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase goods, supplies, or materials, or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of goods, supplies, and materials, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct

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purchase of the goods, supplies, and materials without further competitive selection processes.

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

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

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

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

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

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Rule 3.9	Maintenance Services.

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

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

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

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

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

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

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

Hold all required applicable state professional licenses in good standing;

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

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

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

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

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

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

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No Vendor shall be

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entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

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

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

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

Exemptions. Maintenance services that are only available from a single source are exempt from this Rule. Maintenance services provided by governmental agencies are exempt from this Rule. A contract for maintenance services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Renewal. Contracts for the purchase of maintenance services subject to this Rule may be renewed for a maximum period of five (5) years.

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

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), 190.033, Fla. Stat.
Law Implemented: §§ 119.0701, 190.033, 287.017, Fla. Stat.

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Rule 3.10	Contractual Services.

Exemption from Competitive Purchase. Pursuant to Section 190.033(3) of the Florida Statutes, Contractual Services shall not be subject to competitive purchasing requirements. If an agreement is predominantly for Contractual Services, but also includes maintenance services or the purchase of goods and services, the contract shall not be subject to competitive purchasing requirements. Regardless of whether an advertisement or solicitation for Contractual Services is identified as an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, no rights or remedies under these Rules, including but not limited to protest rights, are conferred on persons, firms, or vendors proposing to provide Contractual Services to the District.

Contracts; Public Records. In accordance with Florida law, each contract for Contractual Services shall include provisions required by law that require the contractor to comply with public records laws.

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

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Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6,
3.8, and 3.9.

The resolution of any protests with respect to proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, and 3.9 shall be in accordance with this Rule.

Filing.

With respect to a protest regarding qualifications, specifications, documentation, or other requirements contained in a Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation issued by the District, the notice of protest shall be filed in writing within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after the first advertisement of the Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s intended decision. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

Except for those situations covered by subsection (1)(a) of this Rule, any firm or person who is affected adversely by a District’s ranking or intended award under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9 and desires to contest the District’s ranking or intended award, shall file with the District a written notice of protest within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after receipt of the notice of the District’s ranking or intended award. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s ranking or intended award. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

If the requirement for the posting of a protest bond and the amount of the protest bond, which may be expressed by a percentage of the contract to be awarded or a set amount, is disclosed in the District’s competitive solicitation documents for a particular purchase under Rules 3.1, 3.2, 3.3,

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3.4, 3.5, 3.6, 3.8, or 3.9, any person who files a notice of protest must post the protest bond. The amount of the protest bond shall be determined by District staff after consultation with the Board and within the limits, if any, imposed by Florida law. In the event the protest is successful, the protest bond shall be refunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District’s costs, expenses, and attorney’s fees associated with hearing and defending the protest. In the event the protest is settled by mutual agreement of the parties, the protest bond shall be distributed as agreed to by the District and protestor.

The District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

Contract Execution. Upon receipt of a notice of protest which has been timely filed, the District shall not execute the contract under protest until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances showing that delay incident to protest proceedings will jeopardize the funding for the project, will materially increase the cost of the project, or will create an immediate and serious danger to the public health, safety, or welfare, the contract may be executed.

Informal Proceeding. If the Board determines a protest does not involve a disputed issue of material fact, the Board may, but is not obligated to, schedule an informal proceeding to consider the protest. Such informal proceeding shall be at a time and place determined by the Board. Notice of such proceeding shall be sent via facsimile, United States Mail, or hand delivery to the protestor and any substantially affected persons or parties not less than three (3) calendar days prior to such informal proceeding. Within thirty (30) calendar days following the informal proceeding, the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision.

Formal Proceeding. If the Board determines a protest involves disputed issues of material fact or if the Board elects not to use the informal proceeding process provided for in section (3) of this Rule, the District shall schedule a formal hearing to resolve the protest. The Chairperson shall designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer to conduct the hearing. The hearing officer may:

Administer oaths and affirmations;

Rule upon offers of proof and receive relevant evidence;

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

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Enter orders; and

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

The hearing officer shall, within thirty (30) days after the hearing or receipt of the hearing transcript, whichever is later, file a recommended order which shall include a caption, time and place of hearing, appearances entered at the hearing, statement of the issues, findings of fact and conclusions of law, separately stated, and a recommendation for final District action. The District shall allow each party fifteen (15) days in which to submit written exceptions to the recommended order. The District shall issue a final order within sixty (60) days after the filing of the recommended order.

Intervenors. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Rejection of all Qualifications, Bids, Proposals, Replies and Responses after Receipt of Notice of Protest. If the Board determines there was a violation of law, defect, or an irregularity in the competitive solicitation process, the Bids, Proposals, Replies, and Responses are too high, or if the Board determines it is otherwise in the District’s best interest, the Board may reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew. If the Board decides to reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew, any pending protests shall automatically terminate.

Settlement. Nothing herein shall preclude the settlement of any protest under this Rule at any time.

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

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Rule 4.0	Effective Date.

These Rules shall be effective 	, 2022, except that no election of
officers required by these Rules shall be required until after the next regular election for the Board.

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

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RESOLUTION 2022-18

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING; AND PROVIDING AN EFFECTIVE DATE.

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

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  A Public Hearing will be held to adopt the Uniform Method on
	at 	  .m.

SECTION 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.

SECTION 3.  This Resolution shall become effective immediately upon its adoption.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-19

A RESOLUTION OF THE BOARD OF SUPERVISORS OF TERRENO COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A PUBLIC DEPOSITORY FOR FUNDS OF THE DISTRICT; AUTHORIZING CERTAIN OFFICERS OF THE DISTRICT TO EXECUTE AND DELIVER ANY AND ALL FINANCIAL REPORTS REQUIRED BY RULE, STATUTE, LAW, ORDINANCE OR REGULATION; AND PROVIDING AN EFFECTIVE DATE.

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

Whereas, the Board of Supervisors of the District (“Board”) is statutorily authorized to select a depository as defined in Section 280.02, Florida Statutes, which meets all the requirements of Chapter 280, Florida Statutes, and has been designated by the State Chief Financial Officer as a qualified public depository; and

Whereas, the District has had no District revenues and has therefore made no public deposits nor has the District heretofore delegated to a Treasurer, or to any other person, responsibility for handling public deposits; and

Whereas, the District, prior to making any public deposit, is required to furnish to the Chief Financial Officer its official name, address, federal employer identification number, and the name of the person or persons responsible for establishing accounts; and

Whereas, the Board, having organized by appointing a Treasurer and other officers, is now in a position to select a public depository and to comply with the requirements for public depositors; and

Whereas, the Board wishes to designate a public depository for District funds.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  Seacoast Bank, is hereby designated as the public depository for funds of the District.

SECTION 2. In accordance with Section 280.17(2), Florida Statutes, the District’s Secretary is hereby directed to take the following steps:

Ensure that the name of the District is on the account or certificate or other form provided to the District by the qualified public depository in a manner sufficient to identify that the account is a Florida public deposit.

Execute the form prescribed by the Chief Financial Officer for identification of each public deposit account and obtain acknowledgement of receipt on the form from the qualified public depository at the time of opening the account.

Maintain the current public deposit identification and acknowledgement form as a valuable record.

SECTION 3. The District’s Treasurer, upon assuming responsibility for handling the funds of the District, is directed to furnish the Chief Financial Officer annually, not later than November 30 of each year, the information required in accordance with Section 280.17(6), Florida Statutes, and otherwise take the necessary steps to ensure that all other requirements of Section 280.17, Florida Statutes, have been met.

SECTION 4. The District Manager, Treasurer, and/or Assistant Treasurer are hereby authorized on behalf of the District to execute and deliver any and all other financial reports required by any other rule, statute, law, ordinance or regulation.

Section 5.	This Resolution shall take effect immediately upon adoption.

Passed and adopted 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-20

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DIRECTING SPECIAL DISTRICT SERVICES, INC. TO ESTABLISH A LOCAL BANK ACCOUNT AT SEACOAST BANK FOR THE DISTRICT AND APPOINT TODD  WODRASKA,  KATHLEEN  MENEELY,  JASON  PIERMAN,
PATRICIA LASCASAS AND 	 AS SIGNORS ON
THE ACCOUNT AND PROVIDING AN EFFECTIVE DATE.

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

Whereas, the District’s Board of Supervisors desires to establish a local bank account for the District and appoint Todd Wodraska, Kathleen Meneely, Jason Pierman, Patricia LasCasas and
	 as signors on the account.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT THAT:

Section 1. Special District Services, Inc. is directed to establish a local bank account at Seacoast Bank, for the District.

SECTION 2.  Todd Wodraska, Kathleen Meneely, Jason Pierman, Patricia LasCasas and
	 shall be appointed as signors on the account.

Section 3. This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed.

Passed and adopted this 11th day of July 2022.

ATTEST:
TERRENO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

RESOLUTION 2022-21

A RESOLUTION BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT ADOPTING AN INTERNAL CONTROLS POLICY CONSISTENT WITH SECTION 218.33, FLORIDA STATUTES; PROVIDING AN EFFECTIVE DATE.

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

WHEREAS, consistent with Section 218.33, Florida Statutes, the District is statutorily required to establish and maintain internal controls designed to prevent and detect fraud, waste, and abuse as defined in Section 11.45(1), Florida Statutes; promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices; support economical and efficient operations; ensure reliability of financial records and reports; and safeguard assets; and

WHEREAS, to demonstrate compliance with Section 218.33, Florida Statutes, the District desires to adopt by resolution the Internal Controls Policy attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The attached Internal Controls Policy attached hereto as Exhibit A is hereby adopted pursuant to this Resolution.

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

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

PASSED AND ADOPTED THIS 11th DAY OF JULY 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

EXHIBIT “A”

TERRENO COMMUNITY DEVELOPMENT DISTRICT INTERNAL CONTROLS POLICY

Purpose.

The purpose of this internal controls policy is to establish and maintain internal controls for the Terreno Community Development District.

Consistent with Section 218.33(3), Florida Statutes, the internal controls adopted herein are designed to:

Prevent and detect Fraud, Waste, and Abuse (as hereinafter defined).

Promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices.

Support economical and efficient operations.

Ensure reliability of financial records and reports.

Safeguard Assets (as hereinafter defined).

Definitions.

“Abuse” means behavior that is deficient or improper when compared with behavior that a prudent person would consider a reasonable and necessary operational practice given the facts and circumstances. The term includes the misuse of authority or position for personal gain.

“Assets” means District assets such as cash or other financial resources, supplies, inventories, equipment and other fixed assets, real property, intellectual property, or data.

“Auditor” means the independent auditor (and its employees) retained by the District to perform the annual audit required by state law.

“Board” means the Board of Supervisors for the District.

“District Management” means (i) the independent contractor (and its employees) retained by the District to provide professional district management services to the District and (ii) any other independent contractor (and its employees) separately retained by the District to provide amenity management services, provided said services include a responsibility to safeguard and protect Assets.

“Fraud” means obtaining something of value through willful misrepresentation, including, but not limited to, intentional misstatements or intentional omissions of amounts or disclosures in financial statements to deceive users of financial statements, theft of an entity’s assets, bribery, or the use of one’s position for personal enrichment through the deliberate misuse or misapplication of an organization’s resources.

“Internal Controls” means systems and procedures designed to prevent and detect fraud, waste, and abuse; promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices; support economical and efficient operations; ensure reliability of financial records and reports; and safeguard assets.

“Risk” means anything that could negatively impact the District’s ability to meet its goals and objectives. The term includes strategic, financial, regulatory, reputational, and operational risks.

“Waste” means the act of using or expending resources unreasonably, carelessly, extravagantly, or for no useful purpose.

Control Environment.

Ethical and Honest Behavior.

District Management is responsible for maintaining a work environment that promotes ethical and honest behavior on the part of all employees, contractors, vendors and others.

Managers at all levels must behave ethically and communicate to employees and others that they are expected to behave ethically.

Managers must demonstrate through words and actions that unethical behavior will not be tolerated.

Risk Assessment.

Risk Assessment. District Management is responsible for assessing Risk to the District. District Management’s Risk assessments shall include, but not be limited to:

Identifying potential hazards.

Evaluating the likelihood and extent of harm.

Identifying cost-justified precautions and implementing those precautions.

Control Activities.

Minimum Internal Controls. The District hereby establishes the following minimum Internal Controls to prevent and detect Fraud, Waste, and Abuse:

Preventive controls designed to forestall errors or irregularities and thereby avoid the cost of corrections. Preventive control activities shall include, but not be limited to, the following:

Identifying and segregating incompatible duties and/or implementing mitigating controls.

Performing accounting functions in accordance with Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) standards.

Requiring proper authorizations to access and/or modify accounting software.

Implementing computerized accounting techniques (e.g., to help identify coding errors, avoid duplicate invoices, etc.).

Maintaining a schedule of the District’s material fixed Assets.

Maintaining physical control over the District’s material and vulnerable Assets (e.g., lock and key, computer passwords, network firewalls, etc.).

Retaining and restricting access to sensitive documents.

Performing regular electronic data backups.

Detective controls designed to measure the effectiveness of preventive controls and to detect errors or irregularities when they occur. Detective control activities shall include, but not be limited to, the following:

Preparing financial reports in accordance with Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) standards.

Reviewing financial statements and investigating any material variances between budgeted expenses and actual expenses.

Establishing and implementing periodic reconciliations of bank, trust, and petty cash accounts.

Establishing an internal protocol for reporting and investigating known or suspected acts of Fraud, Waste, or Abuse.

Engaging in periodic physical inventory counts and comparisons with inventory records.

Monitoring all ACH (electronic) transactions and the sequencing of checks.

Implementation. District Management shall implement the minimum Internal Controls described herein. District Management may also implement additional Internal Controls that it deems advisable or appropriate for the District. The specific ways District Management implements these minimum Internal Controls shall be consistent with Generally Accepted Accounting Principles (GAAP) and otherwise conform to Governmental Accounting Standards Board (GASB) and American Institute of Certified Public Accountants (AICPA) standards and norms.

Information and Communication.

Information and Communication. District Management shall communicate to its employees (needing to know) information relevant to the Internal Controls, including but not limited to any changes to the Internal Controls and/or changes to laws, rules, contracts, grant agreements, and best practices.

Training. District Management shall regularly train its employees (needing the training) in connection with the Internal Controls described herein and promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices.

Monitoring Activities.

Internal Reviews. District Management shall internally review the District’s Internal Controls at least once per year. In connection with this internal review, District Management shall:

Review its operational processes.

Consider the potential risk of Fraud, Waste, or Abuse inherent in each process.

Identify the controls included in the process, or controls that could be included, that would result in a reduction in the inherent risk.

Assess whether there are Internal Controls that need to be improved or added to the process under consideration.

Implement new controls or improve existing controls that are determined to be the most efficient and effective for decreasing the risk of Fraud, Waste or Abuse.

Train its employees on implemented new controls or improvements to existing controls.

External Audits and Other Reviews. Audits and other reviews may be performed on various components of the District’s Internal Controls by the Auditor consistent with Government Auditing Standards (GAS). Audits may identify material deficiencies in the Internal Controls and make recommendations to improve them. District Management shall communicate and cooperate with the Board and the Auditor regarding the potential implementation of Auditor recommendations.

Specific Authority: §§ 190.011(5), 218.33(3), Florida Statutes
Effective date: July 11, 2022

RESOLUTION 2022-22

A RESOLUTION OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT PROVIDING A POLICY FOR COMPENSATION OF BOARD MEMBERS.

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

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to adopt resolutions as may be necessary for the conduct of District business; and

WHEREAS, Section 190.006(8), Florida Statutes, provides the ability for compensation for each member of the Board of Supervisors (“Board”); and

WHEREAS, the Board finds it is in the best interests of the District to approve compensation for members of the Board for their preparation for and attendance at meetings.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. DESIGNATING BOARD COMPENSATION. The Board does hereby
approve compensation for members of the Board for their preparation for and attendance at meetings. Such compensation shall be paid in accordance with section 190.006(8), Florida Statutes.

SECTION 2. EFFECTIVE DATE. This Resolution shall become effective upon its adoption by the Board.

PASSED AND ADOPTED the 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

BOND FINANCING TEAM FUNDING AGREEMENT

This Bond Financing Team Funding Agreement (“Agreement”) is made and entered into this 11th day of July 2022, by and between:

TERRENO COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Collier County, Florida (“District”), and

PULTE HOME COMPANY, LLC a Michigan limited liability company and the developer of the lands in the District with a mailing address of 3350 Peachtree Road Northeast, Suite 150, Atlanta, Georgia 30326 (“Developer”).

RECITALS

WHEREAS, the District was established by Ordinance 2022-22 adopted by the County Commission of Collier County, Florida, effective as of June 17, 2022, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District presently expects to access the public bond market to provide for the financing of certain capital improvements, facilities, and services to benefit the lands within the District; and

WHEREAS, the District and the Developer desire to enter into this Agreement to provide funds to enable the District to commence its financing program.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. PROVISION OF FUNDS. Developer agrees to make available to the District such monies as are necessary to proceed with the issuance of bonds or other indebtedness to fund the District’s improvements, facilities and services.

Developer agrees to provide to the District any such monies upon receipt of an invoice from the District requesting such funds. Such funds, and all future funds provided pursuant to this Agreement, may be supplied by check, cash, wire transfer or other form of payment deemed satisfactory in the sole discretion of the District as determined by the District Manager. The District agrees to authorize District staff, including the District Engineer, District Manager, and District Counsel to proceed with the work contemplated by this Agreement, and to retain a Bond Counsel and Financial Advisor and other professional assistance as may be necessary to proceed with the work contemplated by this Agreement.

Developer and the District agree that all fees, costs or other expenses incurred by the District for the services of the District’s Engineer, Counsel, Financial Advisor or

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other professionals, for the work contemplated by this Agreement shall be paid solely from the funds provided by Developer pursuant to this Agreement. Such payments shall be made in accordance with the District's normal invoice and payment procedures. The District agrees that any funds provided by Developer pursuant to this Agreement shall be used solely for fees, costs, and expenses arising from or related to the work contemplated by this Agreement.

The District agrees to provide to Developer, on a monthly basis, copies of all invoices, requisitions, or other bills for which payment is to be made from the funds provided by Developer. The District agrees to provide to Developer, monthly, a statement from the District Manager showing funds on deposit prior to payment, payments made, and funds remaining on deposit with the District.

Developer agrees to provide funds within fifteen (15) days of receipt of written notification from the District Manager of the need for such funds.

In the event that Developer fails to provide any such funds pursuant to this Agreement, Developer and the District agree the work may be halted until such time as sufficient funds are provided by Developer to ensure payment of the costs, fees or expenses which may be incurred in the performance of such work.

SECTION 2. TERMINATION. Developer and District agree that Developer may terminate this Agreement without cause by providing ten (10) days written notice of termination to the District. Any such termination by Developer is contingent upon Developer’s provision of sufficient funds to cover any and all fees, costs or expenses incurred by the District in connection with the work to be performed under this Agreement as of the date by when notice of termination is received. Developer and the District agree that the District may terminate this Agreement due to a failure of Developer to provide funds in accordance with Section 1 of this Agreement, by providing ten (10) days written notice of termination to Developer; provided, however, that the Developer shall be provided a reasonable opportunity to cure any such failure.

SECTION 3. CAPITALIZATION. The parties agree that all funds provided by Developer pursuant to this Agreement may be reimbursable from proceeds of District financing for capital improvements, and that within forty-five (45) days of receipt of the proceeds by the District of bonds or notes for the District’s capital projects, the District shall reimburse Developer in full, exclusive of interest, for these advances; provided, however, that in the event Bond Counsel determines that any such monies are not properly reimbursable, such funds shall be deemed paid in lieu of taxes or debt service assessments levied by the District. In the event that District bonds are not issued within five (5) years of the date of this Agreement, all funds provided by Developer pursuant to this Agreement shall be deemed paid in lieu of taxes or debt service assessments levied by the District.

SECTION 4. DEFAULT. 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.

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SECTION 5. ENFORCEMENT OF AGREEMENT. In the event that either party 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 attorney’s fees, paralegal fees and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 6. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement.

SECTION 7. 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 of the parties hereto.

SECTION 8. AUTHORIZATION. 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 instrument.

SECTION 9. 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 overnight delivery service, to the parties, as follows:

If to District:	Terreno Community Development District
2501A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to Developer:	Pulte Home Company, LLC
24311 Walden Center Drive, Suite 300 Bonita Springs, Florida 34134
Attn: 	

With a copy to:		

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. Notices delivered after 5:00 p.m. (at the place of delivery)
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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 parties may deliver Notice on behalf of the parties. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 10.	THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties herein 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 party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon 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.

SECTION 11.	ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

SECTION 12.	CONTROLLING LAW; VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Collier County, Florida.

SECTION 13.	EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto and shall remain in effect unless terminated by either of the parties hereto.

SECTION 14.	PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District Staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

PULTE HOME COMPANY, LLC
WITNESSES:

 	

Print Name: 	

By: 	
Its: 	

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ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (PHASE 1) (“Agreement”) is made and entered into, by and between:

TERRENO COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Collier County, Florida, whose address is c/o Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410 (“District”); and

PULTE HOME COMPANY, LLC, a Michigan limited liability company and a landowner in the District, whose address is 3350 Peachtree Road Northeast, Suite 150, Atlanta, Georgia 30326 (“Developer”).

RECITALS

WHEREAS, the District was established by Ordinance No. 2022-22 enacted by the Board of County Commissioners in and for Collier County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (“Act”), and is validly existing under the Constitution and laws of the State of Florida; and
WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure, including storm water management systems, roadways, landscaping, utilities, and other infrastructure within or without the boundaries of the District; and

WHEREAS, the Developer is the primary owner of certain lands in unincorporated Collier County, Florida, located within the boundaries of the District; and

WHEREAS, the District presently intends to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services to benefit what is known as “Phase 1,” as detailed in the Master Engineer’s Report dated
	, 2022 (“Engineer’s Report”), which is attached to this Agreement as Exhibit A

(“Assessment Area One Project”); and

WHEREAS, the District intends to finance all or a portion of the Assessment Area One Project through the use of proceeds from the anticipated future sale of Terreno Community Development District Special Assessment Bonds (“Bonds”); and

WHEREAS, the District has not had sufficient monies on hand to allow the District to contract directly for: (i) the preparation of the surveys, testing, reports, drawings, plans, permits, specifications, and related documents necessary to complete the Assessment Area One Project (“Work Product”); or (ii) construction and/or installation of the improvements comprising the Assessment Area One Project (“Improvements”); and

WHEREAS, the District acknowledges the Developer’s need to commence development of the lands within the District in an expeditious and timely manner; and

WHEREAS, in order to avoid a delay in the commencement of the development of the Work Product and/or the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain of the Work Product and/or Improvements; and

WHEREAS, the Developer and the District are entering into this Agreement to set forth the process by which the District may acquire the Work Product, the Improvements, and any related real property interests (“Real Property”) and in order to ensure the timely provision of the infrastructure and development.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows:

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

WORK PRODUCT AND IMPROVEMENTS. The parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date or dates as the parties may jointly agree upon each (“Acquisition Date”). Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), and the requirements of this Agreement, the District agrees to acquire completed Work Product and Improvements that are part of the Assessment Area One Project that are commenced or completed prior to the District’s receipt of proceeds from the Bonds.

Request for Conveyance and Supporting Documentation – When Work Product or Improvements are ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the Work Product and/or Improvement and estimated cost. Additionally, Developer agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid, (ii) instruments of conveyance such as warranty bills of sale or such other instruments as may be requested by the District, and (iii) any other releases, warranties, indemnifications or documentation as may be reasonably requested by the District. All documentation of any acquisition (e.g., bills of sale, receipts, maintenance bonds, as-builts, evidence of costs, deeds or easements, etc.) shall be to the satisfaction of the District.

Costs – Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), the availability of proceeds from the Bonds, and the requirements of this Agreement, the District shall pay no more than the actual cost incurred, or the reasonable cost of the Work Product or Improvements, whichever is less, as

determined by the District Engineer. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for any Work Product and/or Improvements. The District Engineer shall review all evidence of cost and shall certify to the District Board the total actual amount of cost, which in the District Engineer’s sole opinion, is reasonable for the Work Product and/or Improvements. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the District’s Trustee for the Bonds (“Trustee”).

In the event that the Developer disputes the District Engineer’s opinion as to cost, the District and the Developer agree to use good faith efforts to resolve such dispute. If the parties are unable to resolve any such dispute, the parties agree to jointly select a third party engineer whose decision as to any such dispute shall be binding upon the parties. Such a decision by a third-party engineer shall be set forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the Trustee.

Right to Rely on Work Product and Releases – The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to any Work Product conveyed hereunder, as well as all common law, statutory, and other reserved rights, including all copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised. To the extent determined necessary by the District, the Developer shall obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. Such releases may include, but are not limited to, any architectural, engineering, or other professional services. Such releases shall be provided in a timely manner in the sole discretion of the District.

The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer’s access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Developer agrees to pay such cost or expense.

Transfers to Third Party Governments – If any item acquired is to be conveyed to a third-party governmental body, then the Developer agrees to cooperate and provide such certifications, documents, bonds, warranties, and/or forms of security as may be required by that governmental body, if any.

Permits – The Developer agrees to cooperate fully in the transfer of any permits to the District or a governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.

Engineer’s Certification – Nothing herein shall require the District to accept any Work Product and/or Improvements unless the District Engineer (or other consulting engineer reasonably acceptable to the District), in his/her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are part of the Assessment Area One Project; (ii) the price for such Work Product and/or Improvements did not exceed the lesser of the cost of the Work Product and/or Improvements or the fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

CONVEYANCE OF REAL PROPERTY. The Developer agrees that it will convey to the District at or prior to the Acquisition Date as determined solely by the District, by a special warranty deed or other instrument acceptable to the District’s Board of Supervisors together with a metes and bounds or other description, the Real Property upon which any Improvements are constructed or which are necessary for the operation and maintenance of, and access to, the Improvements.

Cost. The parties agree that all Real Property shall be provided to the District at no cost, unless (i) the costs for the Real Property are included as part of the Assessment Area One Project, and (ii) the purchase price for the Real Property is less than or equal to the appraised value of the Real Property, based on an appraisal obtained by the District for this purpose. The parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District.

Fee Title and Other Interests – The District may determine in its reasonable discretion that fee title for Real Property is not necessary and, in such cases, shall accept such other interest in the lands upon which the Improvements are constructed as the District deems acceptable.

Developer Reservation – Any conveyance of Real Property hereunder by special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related

purposes (including, but not limited to, construction traffic relating to the construction of the Development) not inconsistent with the District’s use, occupation or enjoyment thereof.

Fees, Taxes, Title Insurance – The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys all said lands to the District. At the time of conveyance, the Developer shall provide, at its expense, an owner’s title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands, the Developer shall cure, or cause to be cured, such defects at no expense to the District.

Boundary Adjustments – Developer and the District agree that reasonable future boundary adjustments may be made as deemed necessary by both parties in order to accurately describe lands conveyed to the District and lands which remain in Developer’s ownership. Unless otherwise determined by the District’s bond counsel, the parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs. Developer agrees that if a court or other governmental entity determines that a re-platting of the lands within the District is necessary, Developer shall pay all costs and expenses associated with such actions.

TAXES, ASSESSMENTS, AND COSTS.

Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the Collier County tax collector an amount equal to the current ad valorem taxes and non-ad valorem assessments (with the exception of those ad valorem taxes and non-ad valorem assessments levied by the District) prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.

If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of the District.

Notice. The parties agree to provide notice to the other within ten (10) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes, assessments, or costs imposed on the property acquired by the District as described in subsection a. above. The Developer covenants to make any payments due hereunder in a timely manner in accord with Florida law. In the event that the Developer fails to make timely payment of any such taxes, assessments, or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition of the relevant Work Product, Improvements or Real Property hereunder, the Developer agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, this Agreement or the use by the Developer, its officers, agents, employees, invitees or affiliates, of the Work Product, Improvements or Real Property, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Developer shall not indemnify the District for a default by the District under this Agreement.

ACQUISITIONS AND BOND PROCEEDS. The District and Developer hereby agree that an acquisition by the District may be completed prior to the District obtaining proceeds from the Bonds (“Prior Acquisitions”) or after the District has spent all of the proceeds from the Bonds. The District agrees to pursue the issuance of the Bonds in good faith, and, within 30 days from the issuance of such Bonds, to make payment for any Prior Acquisitions completed pursuant to the terms of this Agreement; provided, however, that in the event bond counsel determines that any such Prior Acquisitions are not properly compensable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt

financing, the District shall not be obligated to make payment for such Prior Acquisitions. Interest shall not accrue on the amounts owed for any Prior Acquisitions. In the event the District does not or cannot issue the Bonds within five (5) years from the date of this Agreement, and, thus does not make payment to the Developer for the Prior Acquisitions, then the parties agree that the District shall have no reimbursement obligation whatsoever. The Developer acknowledges that the District may convey some or all of the Work Product and/or Improvements in the Engineer’s Report to Collier County, Florida and consents to the District’s conveyance of such Work Product and/or Improvements prior to payment for any Prior Acquisitions.

DEFAULT. 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 and/or specific performance.

ATTORNEYS’ FEES AND COSTS. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

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 Developer.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law; and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

A.	If to the District:	Terreno Community Development District 2501A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Manager	
	With a copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel	

If to the Developer:	Pulte Home Company, LLC
24311 Walden Center Drive, Suite 300 Bonita Springs, Florida 34134
Attn: 	

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver Notice on behalf of the District and the Developer, respectively. 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.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer 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 Developer 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 Developer and their respective representatives, successors, and assigns. Notwithstanding anything in this Agreement to the contrary, the Trustee for the Bonds shall be a direct third-party beneficiary of the terms and conditions of this Agreement and, acting at the direction of and on behalf of the bondholders owning a majority of the aggregate principal amount of Bonds outstanding, shall be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee shall not be deemed to have assumed any obligations under this Agreement.

ASSIGNMENT. Neither the District nor the Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other and the Trustee and bondholders owning a majority of the aggregate principal amount of the Bonds outstanding, which consent shall not be unreasonably withheld. Such consent shall not be required in the event of a sale of the majority of the lands within the District then owned by the Developer pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Developer under this Agreement, provided however that no such assignment

shall be valid where the assignment is being made for the purpose of avoiding the Developer’s obligations hereunder.

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. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Collier County, Florida.

PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

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.

LIMITATIONS ON GOVERNMENTAL LIABILITY.	Nothing in this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other law, 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 by sovereign immunity or by other operation of law.

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.

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. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

EFFECTIVE DATE. This Agreement shall be effective 	, 2022.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREFORE, the parties below execute the Acquisition Agreement.

Attest:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	By: 	  Its: 	

PULTE HOME COMPANY, LLC

Witness	By: 	
Its: 	

Master Engineer’s Report dated 	, 2022

Exhibit A:

Exhibit A

Master Engineer’s Report dated 	, 2022

Terreno
Community Development District (CDD)

Master Engineer’s Report

July 11, 2022

Prepared by:

J.R. Evans Engineering, P.A.
9351 Corkscrew Road, Ste. 102
Estero, FL 33928
www.jrevansengineering.com

Page 239

Terreno CDD
Master Engineers Report	Page 1 of 7

Table of Contents

Sections:

Section 1.0	Introduction

Section 2.0	Status of Project Approvals Section 3.0	General Description of Bond Issues Section 4.0	 Stormwater Management
Section 5.0	Water and Sanitary Sewer

Section 6.0	 Cost Estimates for the Development Improvements Section 7.0	Conclusion

Exhibits:

Exhibit 1	Location Map

Exhibit 2	District Boundaries Map Exhibit 3	 Development and Phasing Plan
Exhibit 4	Stormwater Management Infrastructure Exhibit 5	 Water Distribution Infrastructure
Exhibit 6	 Sanitary Sewer Infrastructure Exhibit 7	Conservation Areas

Terreno CDD
Master Engineers Report	Page 2 of 7

Section 1.0 Introduction
Terreno Community Development District (the “District”) contains approximately 325.767 acres and is located in the unincorporated area of Collier County. The site is in Collier County, Sections 24, Township 48S, Range 27E near the Immokalee Rd and Oil Well Rd intersection, with the eastern entry approximately
1.3 miles East from the intersection. The property is bounded on the north by Oil Well Rd, on the south by Randall Blvd, on the east by Golden Gate Canal, and on the west by residential properties. Exhibit 1 depicts the general location and Exhibit 2 depicts the boundaries of the District.
The area of land within the District is part of a larger planned unit development (PUD) for which a development plan has been approved by Collier County, Ordinance 12-09. The Orangetree PUD encompasses 2,139 acres of land located in Sections 11, 12, 13, 14, and 22 through 27, Township 48 South, Range 27 East, Collier County, Florida. The number of dwelling units proposed to be constructed within the PUD is 3,150 units. Orangetree PUD (the “PUD”) is a large scale functionally interrelated community, and is planned to encourage ingenuity, innovation, and imagination as set forth in the Collier County Land Development Code (LDC) Planned Unit Development District.
The development plan for the District contemplates approximately 685 single-family residential units along with a community amenity center. The District will not finance the Community Amenity Center. Buildout of the home sites within the District is anticipated to occur over the next 4 years (2022-2026). Exhibit 3 “Development Plan and Phasing” depicts the overall plan of development of the Pulte Home Company, LLC, (the “Developer”) via three phases, generally as follows:

Phase 1 (Q1 2022 – Q3 2023) Anticipates construction of 208 platted lots, 17 acres of lakes, and potential acquisition of the conservation area.
Phase 2 (Q4 2023 – Q1 2025) Anticipates construction of 216 platted lots, 7 acres of lakes, and potential acquisition of the conservation area.
Phase 3 (Q2 2025 – Q3 2026) Anticipates construction of 261 platted lots, 27 acres of lakes, and potential acquisition of the conservation area.

Section 2.0 Status of Project Approvals
The following list includes the master development permits that are required prior to Collier County construction permits:
South Florida Water Management District (the “SFWMD”) Environmental Resource Permit (the “ERP”), permit No. 11-00418-S.
Collier County PUD Zoning Ordinance 12-09

The following list includes Collier County development approval plat and permit approvals required for construction per phase and their status:

Section 3.0 General Description of the Bond Issues
This consulting Engineer’s Report (the “Report”) addresses the public infrastructure improvements (the “Project”) to be undertaken by the District with respect to the issuance of special assessment bonds (the “Bonds”). The District expects to finance a portion of these infrastructure improvements through the issuance of the Bonds. Each portion of the Project financed by a specific series of Bonds will be further described in a supplement to this Report.

Terreno CDD
Master Engineers Report	Page 3 of 7

The Bonds proceeds will provide the funding for a portion of the required infrastructure improvements described in this Report through a deposit into a construction fund that will be used to construct or acquire the improvements constituting the infrastructure improvements, as certified by the District Engineer.
The infrastructure improvements are shown on Exhibit 4 depict the stormwater management infrastructure, Exhibit 5 depicts the water distribution infrastructure, and Exhibit 6 depicts the sanitary sewer infrastructure. These infrastructure improvements will give special benefit to all lands in the District. Special benefit is a required determination in order to make use of the proceeds of any special assessment bonds issued by the District.
The District may also maintain conservation areas provided in conservation easements outside of District boundaries as required in the SFWMD permit (Permit No. 11-00418-S) which is necessary for development within the District. Bond proceeds will not be used to construct or acquire the conservation areas. See Exhibit 5 for preserve locations to be maintained by the District. District maintenance of the conservation areas shall commence upon completion any initial required work and commencement of maintenance period.

Section 4.0 Stormwater Management
The approved conceptual development plan for the Terreno project provides for approximately 51 acres of stormwater management lakes that are located within the District. These lakes are to provide for both water quality treatment and water attenuation for the proposed 685 single family units, all associated roadways, common areas, and the amenity center. The Terreno CDD stormwater management system is generally depicted in Exhibit 4 Stormwater Management System.

The District’s stormwater management system will convey runoff from the individual residential lots via a system of gutters, inlets and piping into the lakes for treatment purposes. The lakes within the District are designed with large pipe interconnects that allows for the cross conveyance of the stormwater runoff from lake to lake and ultimately into the adjacent wetland slough system.

To ensure compliance with the SFWMD regulatory requirements, control structures have or will be installed on the outfall pipes leaving the lakes and regulate the individual lake levels. The overall project designs provide for a regulated outfall point from the onsite stormwater treatment network into the natural wetland slough system that expands through the center of the development.

Construction of the District’s stormwater remaining improvements is proposed to occur over the next 5 years (through 2026) and has been constructed in three (3) separate phases. Generally, descriptions of the stormwater infrastructure for each phase of the Terreno CDD are as follows:

Phase I -	Construction of approximately 17 acres of lakes, 28,694 feet of gutters, 10,399 feet of pipe culverts, and related berms and canals.

Phase II -	Construction of approximately 7 acres of lakes, 16,565 feet of gutters, 5,617 feet of pipe culverts, and related berms and canals.

Phase III -	Construction of approximately 27 acres of lakes, 17,079 feet of gutters, 6,253 feet of pipe culverts, and related berms and canals.

Terreno CDD
Master Engineers Report	Page 4 of 7

The District’s stormwater system was designed, permitted, and will be constructed based on the following design events:

Roads and Basins - 25 year - 3-day storm event
Buildings and Residences - 100 year - 3-day storm event

Section 5.0 Potable Water and Sanitary Sewer
The Project is located within the Collier County Water and Sewer service area, and availability of service has been confirmed. The Project will connect to a 12” water main along the north side of Oil Well Road which will provide service of potable water is available for domestic use, fire protection, and irrigation. Wastewater flows within the project will be collected and transmitted via gravity sewers to two (2) lift stations. The force main leaving both lift stations will connect to an 8” force main which runs through the entire project connecting to the existing 12” force main along the north side of Oil Well Road.

Construction of the District’s potable water and sanitary sewer infrastructure improvements is also proposed to occur over the next 5 years (through 2026) and has or will be constructed in three (3) separate phases. Generally, descriptions of the potable water and sanitary sewer infrastructure for each phase of Terreno CDD are as follows:

Phase I -	Construction of approximately 9,587 feet of gravity sewer, 4,167 feet of sewer force main, 8,920 feet of potable water mains, and 2 sewer pump stations.

Phase II -		Construction of approximately 7,162 feet of gravity sewer, 744 feet of sewer force main, and 8,614 feet of potable water mains.

Phase III -		Construction of approximately 7,539 feet of gravity sewer and 8,920 feet of potable water mains.

No lateral lines beyond the boundary lines of any private lot will be financed by the District.

Section 6.0 Cost Estimates for the District’s Improvements
The estimates of probable cost have been prepared for the District by J.R. Evans Engineering, P.A. as the Interim District Engineer. These estimates are based on permitted construction plans, the actual cost of Phase I as provided by the Developer and estimates of probable construction cost for Phases II and III are based on similar projects located in Collier County.

The Engineering Estimate of Probable Cost has been determined to be approximately $18,075,362. The Engineers Estimate of Probable Cost for the components of the Terreno CDD are shown in Table 1.

Terreno CDD
Master Engineers Report	Page 5 of 7

Table 1
Opinion of Probable Construction for the Project Infrastructure

SUMMARY	PHASE 1	PHASE 2	PHASE 3	TOTAL	
Gutters and Curbing	$422,235	$235,982	$243,365	$901,582	
Drainage	$1,683,831	$726,751	$924,691	$3,335,273	
Potable Water	$493,744	$433,357	$410,568	$1,337,669	
Sanitary Sewer	$2,331,621	$1,545,519	$1,444,066	$5,321,206	
Earthwork and Excavation	$2,957,307	$1,132,033	$3,090,292	$7,179,632	
Conservation Area**	$0.00	$0.00	$0.00	$0.00	
TOTAL	$7,888,738	$4,073,642	$6,112,982	$18,075,362	

*There is no excess excavation beyond minimum requirements for stormwater management or imported material utilized for filling residential tracts included in the referenced costs.
**Conservation areas will be funded by the developer.

Table 2
Types of Services and Facilities

Improvement	
Funded By	
Ownership	Operation & Maintenance	
Stormwater Management	CDD	CDD	CDD	
Potable Water	CDD	Collier County Utilities	Collier County Utilities	
Sanitary Sewer	CDD	Collier County Utilities	Collier County Utilities	
Preserve	CDD	CDD	CDD	

Section 7 Conclusion
Based on this document prepared by J.R. Evans Engineering, P.A. and with the reliance of the information provided by the County and the Developer, the following findings are made:
Lands included within the Terreno CDD are fully vested in Collier County for the proposed 685 single family units.
The master development entitlements are in good standing
The infrastructure design is based on sound engineering principals
All state and federal permits necessary to build the infrastructure have been or will be obtained

Conceptual approval for all future phases has been obtained and final construction authorization is anticipated to be issued upon submittal of construction plans and plat.
The special benefit that the single-family lots will receive as a result of the public infrastructure described herein is greater than the cost of such improvements.
The District will pay the lesser of the actual cost of the public improvements or its fair market value.
All public improvements will be located on lands owned by the Terreno CDD or other unit of local government or which either will have a perpetual easement.
No excess fill will be transported or spread on any private lots at The District’s expense.

Engineer’s Opinion

It is my professional opinion that the summary of costs listed above is sufficient to complete the construction of the items intended.
It is my professional opinion that the infrastructure costs associated herein for the District improvements are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. All infrastructure costs are public improvements as set forth in section 190.012(1) and (2) of the Florida Statutes.
The estimate of infrastructure construction costs is only an estimate and not a guarantee maximum price. The estimated cost was determined as described in this Report.

The labor market future costs of equipment and materials, increased regulatory actions and the actual construction process are all beyond control. Due to this inherent opportunity for fluctuation of cost, the total final cost may be more or less than this estimate.

Assuming project construction continues in a timely manner, it is our opinion that the proposed improvements, if constructed and built in substantial accordance with the approved plans and specifications, can be completed and meet their intended functions. Where necessary, historical costs, information from other professional or utility consultants and contractors have been used in preparation of this Report. Consultants and contractors who have contributed in providing the cost data included in this Report are reputable entities in the Collier County area. It is, therefore, our opinion that the construction of the proposed Project can be completed at the cost stated.

Respectfully Submitted,

Joshua R. Evans, P.E District Engineer
Florida Engineer No. 57436

Exhibits

NTS

EXISTING VALENCIA GOLF AND COUNTRY CLUB

SITE LOCATION

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CDD.DWG

LOCATION MAP EXHIBIT 1

Page 247June 30, 2022

14  13

13 18
24  19

23  24

0	500'	1000'
SCALE: 1" = 1000'

OIL WELL ROAD

PUD

GOLDEN GATE CANAL

PUD

TERRENO @ VALENCIA GOLF & COUNTRY CLUB

EXISTING VALENCIA GOLF AND COUNTRY CLUB

23 24 

24 19

26  25

25 30

PUD

RANDALL BLVD

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CDD.DWG

DISTRICT BOUNDARY EXHIBIT 2

Page 248June 30, 2022

FLU: ES

0	500'	1000'
SCALE: 1" = 1000'

OIL WELL ROAD

FLU: RS

GOLDEN GATE CANAL

FLU: ES

FLU: RS

EXISTING VALENCIA GOLF AND COUNTRY CLUB

RANDALL BLVD

FLU: ES

LEGEND

PHASE 1

FLU: RS = RURAL SETTLEMENT AREA

FLU: ES = ESTATES DESIGNATION	PHASE 2

PHASE 3

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB
ADJACENT FUTURE LAND USE AND PHASING EXHIBIT 3

00596-05 CDD.DWG
Page 249June 30, 2022

OIL WELL ROAD

LAKE

LAKE

0	350'	700'
SCALE: 1" = 700'

LAKE

LAKE

CDD BOUNDARY

GOLDEN GATE CANAL

PROPOSED STORM SEWER (TYP)

PRESERVE

LAKE

EX LAKE

LAKE

LAKE

EXISTING VALENCIA GOLF AND COUNTRY CLUB

LAKE

LAKE

LAKE

PROPOSED STORM SEWER

LAKE	LAKE

LAKE

EX LAKE

PRESERVE

LAKE

PRESERVE

PROPOSE D STORM SEWER

PRESERVE

LAKE

PRESERVE	LAKE

RANDALL BLVD

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CDD.DWG

STORMWATER MANAGEMENT INFRASTRUCTURE EXHIBIT 4

Page 250June 30, 2022

EXISTING 12" WATER

PROPOSED WATER MAIN TIE-IN LOCATION

OIL WELL ROAD

0	350'	700'
SCALE: 1" = 700'

PROPOSED WATER MAIN
TIE-IN LOCATION

EXISTING 8"

PROPOSED WATER MAIN DISTRIBUTION LINE (TYP)

GOLDEN GATE CANAL

WATER	CDD BOUNDARY

EXISTING VALENCIA GOLF AND COUNTRY CLUB

PROPOSED WATER MAIN
TIE-IN LOCATION

EXISTING 8" WATER

RANDALL BLVD

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CDD.DWG

PROPOSED WATER DISTRIBUTION INFRASTRUCTURE EXHIBIT 5

Page 251June 30, 2022

OIL WELL ROAD

EXISTING 12" FORCE MAIN
PROPOSED FORCE MAIN TIE-IN LOCATION
PROPOSED FORCE MAIN

0	350'	700'
SCALE: 1" = 700'

PROPOSED GRAVITY SANITARY SEWER (TYP)

PROPOSED PUMP STATION 1

GOLDEN GATE CANAL

CDD BOUNDARY

EXISTING VALENCIA GOLF AND COUNTRY CLUB

PROPOSED FORCE

PROPOSED PUMP STATION 2

PROPOSED PUMP STATION

PROPOSED GRAVITY SANITARY SEWER (TYP)

RANDALL BLVD

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CDD.DWG

PROPOSED SANITARY SEWER INFRASTRUCTURE EXHIBIT 6

Page 252June 30, 2022

0	500'	1000'
SCALE: 1" = 1000'

EXISTING VALENCIA GOLF AND COUNTRY CLUB

PRESERVES

S

TERRENO @ VALENCIA GOLF AND COUNTRY CLUB	00596-05 CD_D.DWG

G	CONSERVATION AREAS
EXHIBIT 7

Page 253June 30, 2022

CONSIDER APPROVAL OF MASTER SPECIAL ASSESSMENT
METHODOLOGY REPORT

TO BE DISTRIBUTED UNDER SEPARATE COVER

RESOLUTION NO. 2022-23

A RESOLUTION OF THE BOARD OF SUPERVISORS OF TERRENO COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF TERRENO COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, IN ONE OR MORE SERIES, TO PAY ALL OR A PORTION OF THE DESIGN, ACQUISITION, CONSTRUCTION COSTS OF CERTAIN PUBLIC INFRASTRUCTURE IMPROVEMENTS, INCLUDING, BUT NOT LIMITED TO, STORMWATER MANAGEMENT AND CONTROL FACILITIES, INCLUDING, BUT NOT LIMITED TO, RELATED EARTHWORK; PUBLIC ROADWAY IMPROVEMENTS RELATING TO THE STORMWATER FACILITIES; SIGNAGE; WATER AND WASTEWATER FACILITIES AND ANY APPLICABLE CONNECTION FEES; IF APPLICABLE, UNDERGROUNDING DIFFERENTIAL COST OF ELECTRIC UTILITIES; AND ALL RELATED SOFT AND INCIDENTAL COSTS (COLLECTIVELY, THE “PROJECT”), PURSUANT TO CHAPTER 190, FLORIDA STATUTES, AS AMENDED; APPOINTING U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION TO SERVE AS TRUSTEE; APPROVING THE EXECUTION AND DELIVERY OF A MASTER TRUST INDENTURE AND A SUPPLEMENTAL TRUST INDENTURE OR INDENTURES IN SUBSTANTIALLY THE FORMS ATTACHED HERETO; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF TERRENO COMMUNITY DEVELOPMENT DISTRICT (EXCEPT AS OTHERWISE PROVIDED HEREIN), COLLIER COUNTY, FLORIDA, OR OF THE STATE OF FLORIDA OR OF ANY OTHER POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM SPECIAL ASSESSMENTS ASSESSED AND LEVIED ON THE PROPERTY WITHIN THE DISTRICT BENEFITED BY THE PROJECT AND SUBJECT TO ASSESSMENT; PROVIDING FOR THE JUDICIAL VALIDATION OF SUCH BONDS; AND PROVIDING FOR OTHER RELATED MATTERS.

WHEREAS, Terreno Community Development District (the “District”), is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), created by Ordinance No. 2022-22 of the Board of County Commissioners of Collier County, Florida, enacted on June 14, 2022 and effective on June 17, 2022;

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the design, acquisition, construction costs of certain public infrastructure improvements to be located in or to benefit of developable lands within the District including, but not limited to, stormwater management and control facilities, including, but not limited to, related earthwork, water and wastewater facilities, including any applicable connection fees;

public roadway improvements relating to stormwater facilities; if applicable, undergrounding differential cost of electric utilities; signage; and related soft and incidental costs, pursuant to the Act (collectively, the “Project”), as referred to on Schedule “I” hereto;

WHEREAS, the District desires to authorize the issuance of not to exceed $25,000,000 aggregate principal amount of its Terreno Community Development District Special Assessment Bonds, in one or more series (collectively, the “Bonds”), in order to pay all or a portion of the design, acquisition and construction costs of the Project;

WHEREAS, the District desires to provide the terms and conditions under which the District will acquire and cause to be constructed the public infrastructure improvements on District lands and certain adjacent lands the improvement of which will specially benefit certain District lands known as Terreno;

WHEREAS, authority is conferred upon the District by the Constitution and laws of the State of Florida, specifically including, but not limited to, Sections 190.011(9), 190.011(14), 190.014, 190.016(1), 190.016(2), 190.016(5), 190.016(8), 190.016(11), 190.016(13), 190.022
and 190.023 of the Act, to issue the Bonds; and

WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Bonds and to provide for the judicial validation of the Bonds pursuant to Section 190.016(12), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED by Terreno Community Development District, as follows:

Section 1.  Authorization of Bonds. The District hereby authorizes the issuance of not to exceed $25,000,000 aggregate principal amount of the Bonds in one or more series to (i) finance all or a portion of the costs of the Project; (ii) fund debt service reserve accounts for each series of bonds so issued; and (iii) pay the costs of issuing the Bonds. Pursuant to Section 190.016(1) of the Act, the Bonds may be issued and delivered by the District in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale.

Section 2.  Certain Details of the Bonds. The Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the District (except as provided herein), Collier County, Florida (the “County”) or of the State of Florida (the “State”), or of any other political subdivision thereof, but shall be payable solely from the Special Assessments (as defined in the form of Indenture hereinafter referred to) levied by the District on property within the District benefited by the Project and subject to assessment, as set forth in the Indenture, and neither the faith and credit nor any taxing power of the District, the County or the State, or of any other political subdivision thereof, is pledged to the payment of the principal of or interest on the Bonds, except for Special Assessments to be assessed and levied by the District to secure and pay the Bonds.

The Bonds shall:

be issued in one or more series and may be delivered in payment of the purchase price of the Project or sold at public or private sale, as provided in Section 190.016(1),

2

Florida Statutes, each series in an aggregate principal amount to be determined by subsequent resolution or resolutions of the District; provided, however, that the total aggregate principal amount of the Bonds issued may not exceed $25,000,000 unless this Resolution is amended prior to the validation of the Bonds authorized herein;

be issued in fully registered form in a minimum principal denomination of
$5,000 and any integral multiple of $5,000 in excess thereof, except as otherwise provided in the herein defined Indenture;

bear interest at an average annual rate not exceeding the maximum rate as may then be permitted by the laws of the State as more particularly provided in one or more resolutions adopted by the District prior to the issuance and delivery of the Bonds of any series;

the Bonds of each series shall be payable in not more than 30 annual installments of principal; and

be dated as provided in a resolution adopted by the District prior to the issuance and delivery thereof.

The final maturity date or dates of the Bonds and the interest rate or rates thereon shall be determined, within the foregoing limits, and any optional, mandatory and extraordinary redemption provisions thereof shall be fixed, by the Indenture hereinafter referred to or by one or more resolutions of the District to be adopted prior to the delivery of the Bonds of any series. In other respects, the Bonds shall be in the form, shall be executed and authenticated, shall be subject to replacement and shall be delivered as provided in the Indenture hereinafter referred to, the form of which is set out as composite Exhibit “A” attached hereto.

Prior to the issuance and delivery of the Bonds, the District shall have undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings and the adoption of resolutions in order to levy and collect Special Assessments upon the lands within the District subject to assessment, all as more specifically required and provided for by the Act and Chapters 170, 190 and 197, Florida Statutes, as the same may be amended from time to time, or any successor statutes thereto.

Section 3.  Designation of Attesting Members. Each Assistant Secretary of the Board of Supervisors (the “Board”) of the District (each individually a “Designated Member”) and the Secretary, or any other appointed Assistant Secretary, are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chairperson or Vice Chairperson of the Board as they appear on the Bonds, the Indenture and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds and in connection with the application of the proceeds thereof.

Section 4.  Authorization of Execution and Delivery of Master Trust Indenture and Supplemental Trust Indenture. The District does hereby authorize and approve the execution by the Chairperson or Vice Chairperson and any Designated Member and the delivery of a Master Trust Indenture and a Supplemental Trust Indenture for each series of the Bonds (collectively, the “Indenture”), each between the District and the Trustee named in Section 6 of

this Resolution. The Indenture shall provide for the security of the Bonds and express the contract between the District and the owners of such Bonds. The Indenture shall be in substantially the forms thereof attached hereto and marked composite Exhibit “A” and hereby approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the Bonds as shall be approved by the Chairperson (or in his or her absence, the Vice Chairperson) executing the same, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of Indenture attached hereto.

Section 5.  Sale of Bonds. Pursuant to the provisions of Section 190.016(1) of the Act, the Bonds may be delivered in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale after such advertisement, if any, as the Board may deem advisable but not in any event at less than 90 percent of the par value thereof, together with accrued interest thereon, in conformance with the provisions of the Act.

Section 6.  Appointment of Trustee. The District hereby appoints U.S. Bank Trust Company National Association to act as trustee under the Indenture (the “Trustee”). The Trustee shall also serve as the Paying Agent and Registrar under the Indenture.

Section 7.  Bond Validation. District Counsel and Bond Counsel to the District are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Twentieth Judicial Circuit of Florida, in and for Collier County, Florida, for validation and the proceedings incident thereto for the Bonds to the extent required by and in accordance with Section 190.016(12), Florida Statutes. The Chairperson, Vice Chairperson or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District and the District’s underwriter are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings.

Section 8.  Further Official Action; Ratification of Prior and Subsequent Acts. The Chairperson, the Vice Chairperson, the Secretary and each Designated Member and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Bonds, any documents required in connection with implementation of a book-entry system of registration, any funding agreements, acquisition agreements, true-up agreements and/or completion agreements with the Developer (as such term is defined in the Indenture), and investment agreements relating to the investment of the proceeds of the Bonds and any agreements in connection with maintaining the exclusion of interest on the Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Designated Member is hereby authorized and directed to apply and attest the

official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. All of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 9.  Bond Anticipation Notes. The District may, if it determines it to be in its best financial interest, issue Bond Anticipation Notes (“BANs”) in order to temporarily finance the costs of all or a portion of the Project. The District shall by proper proceedings authorize the issuance and establish the details of such BANs pursuant to the provisions of Section 190.014, Florida Statutes, as amended other applicable provisions of laws.

Section 10. Subsequent Resolution(s) Required. Notwithstanding anything to the contrary contained herein, no series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or supplemental indenture for each such series of Bonds, fixing the details of such series of Bonds remaining to be specified or delegating to the Chairperson, the Vice Chairperson or a Designated Member the authority to fix such details.

Section 11. Severability. If any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason, the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 12. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.

PASSED in Public Session of the Board of Supervisors of Terreno Community Development District, this 11th day of July, 2022.

TERRENO COMMUNITY DEVELOPMENT DISTRICT

By: 	 Name: Kathleen Meneely	 Title:  Secretary, Board of Supervisors   

By: 	 Name: 	 Title: Chairperson, Board of Supervisors 

SCHEDULE I DESCRIPTION OF THE PROJECT
The Project includes, but is not limited to, the following improvements:

Stormwater management and control facilities, including but not limited to, related earthwork;
Water and wastewater facilities, including any applicable connection fees; Public roadway improvements related to the stormwater facilities; Undergrounding differential cost of electric utilities, if applicable; and Related soft and incidental costs.

EXHIBIT A

FORM OF MASTER TRUST INDENTURE AND
SUPPLEMENTAL TRUST INDENTURE

65757963v5/205967.010100

A-1

RESOLUTION 2022-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, the Board of Supervisors (the “Board”) of the Terreno Community Development District (the “District”) hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the “Improvements”) described in the District’s Master Engineer’s Report, dated 	, 2022, attached hereto as Exhibit A and incorporated herein by reference; and

Whereas, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190, Florida Statutes (the “Assessments”); and

Whereas, the District is empowered by Chapter 190, Community Development Districts, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, Tax Collections, Sales and Liens, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments; and

WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the Master Assessment Methodology for Assessment Area One, dated 	, 2022, attached hereto as Exhibit B and incorporated herein by reference and on file at the office of the District Manager, c/o Kathleen Meneely, Special District Services, Inc., 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District Records Office”); and

Whereas, the District hereby determines that the Assessments to be levied will not exceed the benefit to the property improved.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT

DISTRICT:

Section 1. Recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Resolution.

Section 2. Assessments shall be levied to defray a portion of the cost of the Improvements.

SECTION 3. The nature and general location of, and plans and specifications for, the Improvements are described in Exhibit A, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.

Section 4.	The total estimated cost of the Improvements is $	 (the “Estimated Cost”).

Section 5. The Assessments will defray approximately $	, which includes the Estimated Cost, plus financing-related costs, capitalized interest, a debt service reserve, and contingency.

SECTION 6.  The manner in which the Assessments shall be apportioned and paid is set forth in Exhibit B, including provisions for supplemental assessment resolutions.

Section 7. The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon the Improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

Section 8.  There is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the estimated cost of the Improvements, all of which shall be open to inspection by the public.

Section 9. Commencing with the year in which the Assessments are levied and confirmed, the Assessments shall be paid in not more than thirty (30) annual installments. The Assessments may be payable at the same time and in the same manner as are ad valorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided, however, that in the event the uniform non-ad valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law.

SECTION 10. The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District's preliminary assessment roll.

Section 11. The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear

before the Board and be heard as to the propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner of payment therefore, or the amount thereof to be assessed against each property as improved.

Section 12. The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) consecutive weeks) in a newspaper of general circulation within Collier County, provided that the first publication shall be at least twenty (20) days before and the last publication shall be at least one (1) week prior to the date of the hearing, and to provide such other notice as may be required by law or desired in the best interests of the District.

Section 13.	This Resolution shall become effective upon its passage.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Master Engineer’s Report, dated	, 2022
Exhibit B:	Master Assessment Methodology, dated 	, 2022

Exhibit A:

Master Engineer’s Report, dated 	, 2022

Exhibit B:

Master Assessment Methodology, dated 	, 2022

RESOLUTION 2022-25

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT SETTING A
PUBLIC	HEARING	TO	BE	HELD	ON		,
	,	AT		:			.M.,	FOR	THE	PURPOSE	OF
HEARING PUBLIC COMMENT ON IMPOSING SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE TERRENO COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH CHAPTERS 170, 190 AND 197, FLORIDA STATUTES.

Whereas, the Board of Supervisors of the Terreno Community Development District (the “Board”) has previously adopted Resolution 2022-24 entitled:

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

Whereas, in accordance with Resolution 2022-24, a Preliminary Special Assessment Roll has been prepared and all other conditions precedent set forth in Chapters 170, 190 and 197, Florida Statutes, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at the offices of the District Manager, 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District Office”).

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TERRENO COMMUNITY DEVELOPMENT DISTRICT:

on 	,

Section 1.  There is hereby declared a public hearing to be held at     :	.m.
for the purpose of hearing comment and objections to the proposed special assessment program for District improvements as identified in the Preliminary Special Assessment Roll, a copy of which is on file.

SECTION 2.  Notice of said hearing shall be advertised in accordance with Chapters 170,

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

Section 3.	This Resolution shall become effective upon its passage.

Passed and adopted this 11th day of July 2022.

ATTEST:	TERRENO COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

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