Canopy Community Development District

Agenda  December 4, 2018

Canopy
Community Development District

135 W. Central Blvd., Suite 320, Orlando, Florida 32801
Phone: 407-841-5524- Fax: 407-839-1526

November27,2018

Board of Supervisors Canopy Community Development District

Dear Board Members:

The regular meeting of the Board of Supervisors of Canopy Community Development District will be held Tuesday, December 4, 2018 at 11:00 AM at the Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida. Following is the advance agenda for the meeting:

Audit Committee Meeting
Roll Call
Public Comment Period
Approval of Minutes of November 6, 2018 Meeting
Tally of Audit Committee Members Rankings and Selection of an Auditor
Adjournment

Board of Supervisors Meeting
Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Approval of Minutes of the November 6, 2018 Meeting
Consideration of Resolution 2019-04 Ratifying the Action of the Board Regarding the Issuance of the Series 2018A Bonds
Acceptance of Audit Committee Recommendation and Selection of #1 Ranked Firm to Provide Auditing Services for Fiscal Year 2018
Consideration of Construction Funding Agreement for Welaunee Boulevard Project
Consideration of Updated Interlocal Between the District, City and Blueprint for Welaunee Boulevard
Staff Reports
Attorney
Engineer
District Manager's Report
Balance Sheet and Income Statement
Consideration of FY2019 Funding Request #2
Other Busines
Supervisors Requests
Adjournment

1 Comments will be limited to three (3) minutes

The second order of business of the Audit Committee Meeting is the Public Comment Period where the public has an opportunity to be heard on propositions coming before the Board as reflected on the agenda, and any other items. The third order of business is the approval of the minutes from the November 6, 2018 meeting, the minutes are enclosed for your review. The fourth order of business is the tally of the audit committee members rankings and selection of an au di to r. Rankings from all audit committee members will be tallied at the meeting to develop an overall audit committee ranking. The RFP responses have been provided separately and the tally sheet will be provided under separate cover.

The third order of business is the approval of the minutes of the November 6, 2018 Board of Supervisors meeting. The minutes are enclosed for your review.

The fourth order of business is the consideration of Resolution 2019-04 ratifying the action of the Board regarding the issuance of the Series 2018A Bonds. A copy of the resolution is enclosed for your review.

The fifth order of business is the acceptance of the audit committee recommendation and selection of the #1 ranked firm to provide auditing services for Fiscal Year 2018. There is no back-up material.

The sixth order of business is the consideration of updated Interlocal between the District, City and blueprint for Welaunee Boulevard. Supporting documentation is enclosed for your review.

The seventh order of business is the consideration of construction funding agreement for Welaunee Boulevard project. A copy of the agreement is enclosed for your review.

The eighth order of business is Staff Reports. Section C is the District Manager's Report. Section 1 includes the balance sheet and income statement for review. Section 2 includes Fiscal Year 2019 Funding Request #2 for consideration. A copy of the Funding Request and supporting documentation is enclosed for your review.

The balance of the agenda will be discussed at the meeting. In the meantime, if you should have any questions, please do not hesitate to contact me.
Sincerly, Darrin Mossing
District Manager

CC:	Jennifer Kilinski, District Counsel Joe McHugh, District Engineer Darrin Mossing Jr., GMS

Enclosures
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A	UDIT COMMITTEE MEETING
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MINUTES
MINUTES OF MEETING CANOPY
COMMUNITY DEVELOPMENT DISTRICT

The Canopy Community Development District held an Audit Committee meeting on Tuesday, November 6, 2018 at 11:31 a.m. at Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida .

Present were:
Tom Asbury Gregg Patterson John "Al" Russell Colleen Castille Darrin Mossing
Darrin Mossing, Jr. Jennifer Kilinski Steve Ghazvini
Ed Bulleit George Smith

FIRST ORDER OF BUSINESS

Chairman

Roll Call
Mr. Mossing called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Public Comment Period
There being none, the next item followed.

TIDRD ORDER OF BUSINESS	Audit Services
Approval of Request for Proposals and Selection Criteria
Mr. Mossing stated we have two approvals, the first is approval of the request for proposals and the selection criteria, which was included in your agenda package. These are standard instructions to the proposers and evaluation criteria that we use for all of our audit selection processes.

Approval of Notice of Request for Proposals for Audit Services
November 6, 2018	Canopy CDD

Mr. Mossing stated next is approval of the notice of request for proposals for audit services, that was included in the agenda package. We will publish this in the newspaper and we will send the notice to about six firms.

Public Announcement of Opportunity to Provide Audit Services
Mr. Mossing stated we are publicly announcing the opportunity to provide audit services for the Canopy CDD.

2

S EC-TI ON IV

Canopy CDD Auditor Selection								
	
Ability of Personnel (20 pts)	
Proposer's Exoerience (20 ots \	
Understanding of Scope of Work 120 otsl	
Ability to Furnish the Required Services (20 ptsl	

Price (20 pts )	
Total Points Earned	
Ranking
(1 beinci hi cih estl	
					
2018 • $3,250			
					2019 - $4,375			
					2020 - $4,375			
Berger, Toombs, Elam, Gaines &					2021 - $4,550			
Frank					2022 - $4,550			
					
2018 - $4,500			
					2019 - $4,700			
					2020 - $4,900			
					2021 - $5,100			
Grau & Associates					2022 - $5,300			

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B OARD OF SUPERVISORS M EETING

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M INUTES
MINUTES OF MEETING CANOPY
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Canopy Community Development District was held Tuesday, November 6, 2018 at 11:00 a.m. at Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida.

Present and constituting a quorum were:

Tom Asbury Gregg Patterson John "Al" Russell Colleen Castille

Also present were:
Darrin Mossing Jennifer Kilinski Abraham Prado George Smith Darrin Mossing, Jr. Ed Bulleit
Steve Ghazvini

FIRST ORDER OF BUSINESS
Chairman
Vice Chairman Assistant Secretary Assistant Secretary

District Manager District Counsel District Engineer Bond Counsel GMS
MBS Capital Markets Sandco

Roll Call
Mr. Mossing called the meeting to order and called the roll.

SECOND ORDER OF BUSINESS	Public Comment Period
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Approval of the Minutes of the October 2,
2018 Meeting

FOURTH ORDER OF BUSINESS	Consideration	of	Resolution	2019-02
Supplemental Assessment Resolution
November 6, 2018	Canopy CDD

Ms. Kilinski stated because it does incorporate the Final Assessment Methodology and final Supplemental Engineer's Report if there is anything you want to review we have extra copies.
Mr. Mossing stated we have the final numbers and the closing on the bonds is scheduled for this Thursday. The 2018A-l was $2,225,000 and the 2018 A-2 is $5,480,000 and both of those bond issues are related to the 257 planned lots for Assessment Area 2. The landowner is responsible for the repayment of those bonds and the Series 2018 A-3 is $2,735,000 and that bond issue represents the Assessment Area 3, which is the planned 651 single-family lots and the Series 2018 A-4 for $965,000 is Assessment Area 1, which covers the 93 platted lots. The amounts that were disclosed to existing owners and future purchasers has not changed even though the numbers have moved around a little.
Ms. Kilinski stated we also had a few small changes in the Supplemental Engineer's Report since the previous time the Board approved it. The last review of the Engineer's Report was July 2018.
Mr. Prado stated the fundamental one is just clarification of what is currently allowed in
the PUD and the proposed amendments to the PUD to obtain the additional I 04 units bringing the total to 1,001 and some clarification on the permitting status since the original Engineer's report was submitted to the City and the water management district made a determination about Dove Pond, which is one of the specifically mentioned regional facilities within here and thatwill require some additional permitting. Just clarifying that six of the lots within the 93 lots have not been final platted yet.
Ms. Kilinski stated this resolution is really the final step in the bond issuance process.  It
incorporates the findings of the resolutions that you previously adopted and it clarifies the numbers that are set forth in the bond purchase agreement, which was executed by your Chairman before this Board Meeting. In section 3 it makes certain findings about the validation of the bonds, it will incorporate your Master Engineer's Report that was previously approved by the Board and the Supplemental Engineer's Report that was just reviewed by the Engineer with you. Section 3C will incorporate the Final Supplemental Assessment Methodology Report that was just reviewed by Darrin as well as your Master Assessment Report. Section 4, the exhibit sets forth the terms of the series 2018 A bonds, you have the bond schedule, sources of uses of funds and these are reflective of the final numbers that came out yesterday morning. Section 5 levies and allocates the 2018 assessments consistent with your assessment methodology and the indentures that were previously approved  by the Board.   Section 6 approves the true-up process and provides the parameters for
November 6, 2018	Canopy COD

such true-up. Section 7 authorizes the District to record the lien in the improvement lien book. Section 8 will authorize the District to record an assessment notice so that future property owners will be on notice that there are assessments attributable to their property. Then you have the typical conflicts and severability.

FIFTH ORDER OF BUSINESS	Consideration of Other Financing Related
Matters

There being none, the next item followed.

SIXTH ORDER OF BUSINESS	Consideration	of	Resolution	2019-03
Rescinding Resolution 2019-01

Ms. Kilinski stated at the last Board Meeting we presented a resolution that recommended re-starting the rebidding process for Units 4 and 5 infrastructure project. After that Board Meeting, in talking with the Engineer and the Landowner and understanding where we were in terms of contractor interest, time to rebid and the cost to rebid the project as well as the time and energy that the bidders have already put forth in bidding this project because we have had seven or eight addendums, we concluded that the recommendation should be to continue with the current bidders. We extended the bid deadline to November 30th recognizing that to go out and rebid is really only going to cost us more time, money and energy and the bidders you are likely to get back may be a reduced number based on the current market conditions with the intervening natural disaster and other considerations. This resolution will essentially put us back to where we were before you adopted Resolution 2019-01 and rescind that motion and keep going forward with the bids and we anticipate sometime in December or January you will consider the RFP packages for the current bidders that are in that process.

SEVENTH ORDER OF BUSINESS	Appointment	of	Audit	Committee	and
Chairman
November 6, 2018	Canopy CDD

Mr. Mossing stated next is the appointment of an Audit Committee and Chairman. The District has reached the threshold in revenues and expenditures that requires us to have an annual audit by an independent certified public accounting firm. There is a process the District needs to go through in order to select an auditor to perform the annual audit services. This is step one, which is to appoint an Audit Committee and Chairman and we recommend that the existing Board act as the Audit Committee and the Chair act as the Chair for the Audit Committee.

EIGHTH  ORDER OF BUSINESS	Consideration of Requisition No. 1 for the
Series 2018 Bonds

Mr. Mossing stated we have two Requisition No. 1's. When the District closes on its bonds on Thursday it will actually have four separate construction accounts where the proceeds will be deposited, and we have prepared Requisition No. 1 for the Series 2018 A-3 construction account and the 2018 A-4 construction account for your consideration and approval. This is reimbursing the developer for funds they expended prior to issuing the bonds. The expenditures for both those areas have exceeded the amount of bond proceeds available so the requisition amounts are the actual balances that will be in the account on Thursday and will be wired out immediately upon receipt of those proceeds on Thursday.
Mr. Bulleit joined the meeting at this time.

Mr. Mossing stated the next Requisition No. 1 is for the Series 2018 A-4 Bonds and it is payable to Ox Bottom Mortgage Holdings, LLC in the amount $893,101 and this is for the 93 platted lots.
Ms. Castille stated I need to make sure I know what I'm voting on. We have an amended
agenda is the backup for the amendment in here?
Ms. Kilinski stated just to clarify, the requisition you approved previously is for Dove Pond so the District has been approving construction requisitions for Dove Pond payments as they have
November 6, 2018	Canopy CDD

come in. Those you have seen and voted on and is a reimbursement. The second one is or the Unit 1 improvements. You may recall a couple meetings ago we had an acquisition package that set forth all the lien releases, the improvements that were provided that were consistent with the Engineer's Report for Unit 1. We had warranties and assignments to the District for the improvements, that whole package, is the one you previously approved but we haven't had money to reimburse for. The $893,101 is reflective of the amounts you previously approved for that acquisition, knowing we wouldn't get the money until we issued bonds. The forms of the requisitions are set forth in the indenture that requires an Engineer's certificate or signature that confirms that it is part of the 2018 project and that it is coming out of the right construction fund because there is a restricted account for the amenity.
Ms. Castille stated my frustration today is that we are taking probably the most important aspect of what we need to do to make these payments and do what we need to do and we have a series of documents in front ofus that don't purport to do what you are telling us that we do. I'm looking for this document and I can't find it. You handed me the requisition form, but it is the resolutions we are doing and we are all responsible.
Ms. Kilinski stated there are no resolutions for these and part of the reason you are getting these documents so late is because we didn't get numbers until yesterday .
Ms. Castille stated the responsibility is for all of you who are being paid a lot of money to make us have the right documents that we are voting on. Because we have responsibilities to the people we pay, we have responsibilities to the Chairman and his partner to do what needs to be done and if somebody comes back and questions it and they question us, I can tell you we are all looking around for the papers we are supposed to be deciding on. If I can put my eyes on it then I'm happy to do that.
Ms. Kilinski stated we are saying there are no resolutions for the requisitions. The requisition is the form that was approved in the Indenture by this Board. Darrin put that together this morning based on numbers that were provided to us yesterday.
Ms. Castille asked are these to make up the $1.5 million in amenities? Is it part of that plus the $7.3 million?
Ms. Kilinski stated no. Think about it this way, you have four buckets that are set forth in the Indenture that provide for the flow of funds in the construction account and the construction account can only be used for qualified projects that are set forth in the Engineer's Report. You have bucket A, which is the A-1 A-2 account, which is the 257 lots and we have no qualified
November 6, 2018	CanopyCDD

improvements today because none of that has been constructed . Then you have an A-3 account that has two separate accounts in it, it has a restricted account for $1.5 million for an amenity that has not yet been built so there are no requisitions for that. Then you have $1,019,257.82 the one that Darrin just set out and that is for the Dove Pond Dam, that is reimbursements for contracts that have been coming in. The Dove Pond Dam contract is for about $4 million plus you have CEI services with RS&H and GPI who provided CEI. I don't know the total contract amount right now, but it is over $4 million, $2 million of that is being funded by Blueprint, over $2 million that has been funded by the developer pursuant to that contract. We don't have that much money to pay them back and we won't have that much money to pay them back. All we have in that account is $1,019,257.82, which will liquidate that account and pay them back for everything they paid to the District so far under Dove Pond. Then you have an A-4 account that has $893, l O1 and that is the amount attributable to Unit 1 infrastructure for the 93 lots that is already done. Again, it is not completely lined up with the Unit 1 improvements, I think we had over $2 million that you approved as an acquisition, but we were only able to fund $893,101 for reimbursement. That was previously approved by this Board, but we didn't have money at the time and we said when we actually issue bonds we will come back to you with a requisition to repay some of this amount that you have already acquired. The District already owns those improvements.
Ms. Castille asked where is the requisition you just talked about? I have the No. I. Mr. Mossing stated there are two No. 1's, different accounts.
Ms. Castille stated I have that.
Mr. Mossing stated the extra confusing part is the developer has spent a lot more than he is getting repaid.
Ms. Castille stated I am much more comfortable now.

NINTH ORDER OF BUSINESS
Attorney
Staff Reports
There being none, the next item followed.
Engineer
Ratification of Capital Funding Request No. 7
November 6, 2018	Canopy CDD

Mr. Mossing stated Capital Funding Request No. 7 is for $114,000, that is the next draw, construction application No. 9 to Sandco. That has been processed and received and paid to Sandco.

Manager
Balance Sheet and Income Statement
A copy of the balance sheet and income statement were included in the agenda package.

Consideration of FY19 Funding Request No. 1
Mr. Mossing stated Funding Request No. 1 in the amount of $16,8828.75 was included in the agenda package. The GMS invoice needs to be amended and I spoke with the Chairman prior to the meeting about that. The corrected amount is $3,097.40 and the revised Funding Request No. 1 will be $24,545.45. For Fiscal Year 2019 we adopted a build-out budget, some of our fees under the build out budget were higher in the budget than our contract calls for at this point.
Mr. Asbury asked does that include the Democrat?
Mr. Mossing stated that was the last funding request and we have not paid that. I have been trying to get in touch with representatives to address the cost of that advertisement and I spoke with a representative this morning who gave me another person to speak with who deals with the rates. We are continuing to follow-up on that.

TENTH ORDER OF BUSINESS	Other Business
There being none, the next item followed.

ELEVENTH ORDER OF BUSINESS
There being none,
Supervisors Requests
November 6, 2018	Canopy CDD

Secretary/Assistant Secretary	Chairman/Vice Chairman

S ECTION IV
RESOLUTION 2019-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF  THE CANOPY COMMUNITY DEVELOPMENT DISTRICT RATIFYING, CONFIRMING, AND APPROVING THE SALE OF THE CANOPY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2018A-1, SPECIAL ASSESSMENT BONDS, SERIES 2018A-2, SPECIAL ASSESSMENT BONDS, SERIES 2018A-3, AND SPECIAL ASSESSMENT BONDS, SERIES 2018A-4; RATIFYING, CONFIRMING, AND APPROVING THE ACTIONS OF  THE CHAIRMAN, VICE CHAIRMAN, TREASURER, SECRETARY, ASSISTANT SECRETARIES, AND ALL  DISTRICT  STAFF REGARDING THE SALE AND CLOSING OF THE CANOPY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2018A-1, SPECIAL ASSESSMENT BONDS, SERIES 2018A-2, SPECIAL ASSESSMENT BONDS, SERIES 2018A-3, AND SPECIAL ASSESSMENT BONDS, SERIES 2018A-4; DETERMINING SUCH ACTIONS AS BEING IN ACCORDANCE WITH THE AUTHORIZATION GRANTED BY THE BOARD; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Canopy Community Development District ("District"), is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, the District previously adopted resolutions authorizing the issuance and the negotiated sale of bonds within the scope of Chapter 190, Florida Statutes, including its Special Assessment Bonds, Series 2018A-1 ("Series 2018A-1 Bonds"), Special Assessment Bonds, Series 2018A-2 ("Series 2018A-2 Bonds"), Special Assessment Bonds, Series 2018A-3  ("Series 2018A-3 Bonds"), and Special Assessment Bonds, Series 2018A-4 ("Series 2018A-4 Bonds") (collectively, the Series 2018A-1 Bonds, Series 2018A-2 Bonds, Series 2018A-3 Bonds, and Series 2018A-4 Bonds are referred to as the "Series 2018A Bonds"); and

WHEREAS, the District closed on the sale of the Series 2018A Bonds on November 8, 2018;and

WHEREAS, as prerequisites to the issuance of the Series 2018A Bonds, the Chairman, Vice Chairman, Treasurer, Assistant Secretaries, and District Staff including the District Manager, District Financial Advisor, and District Counsel were required to execute and deliver various documents ("Closing Documents"); and

WHEREAS, the District desires to ratify, confirm, and approve all actions  of  the District Chairman, Vice Chairman, Treasurer, Assistant Secretaries, and District Staff in closing the sale of the Series 2018A Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CANOPY COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The sale, issuance, and closing of the Series 2018A Bonds is in the best interests of the District.

SECTION 2. The issuance and sale of the Series 2018A Bonds, the adoption of resolutions relating to such bonds, and all actions taken in the furtherance of the closing on such bonds, are hereby declared and affirmed as being in the best interests of the District and are hereby ratified, approved, and confirmed.

SECTION 3. The actions of the Chairman, Vice Chairman, Treasurer, Secretary, Assistant Secretaries, and all District Staff in finalizing the closing and issuance of the Series 2018A Bonds, including the execution and delivery of the Closing Documents, and such other certifications or other documents required for the closing on the Series 2018A Bonds, are determined to be in accordance with the prior authorizations of the Board and  are  hereby ratified, approved, and confirmed in all respects.

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 4th day of December, 2018.

ATTEST:	CANOPY COMMUNITY DEVELOPMNT DISTRICT

Secretary	By: _ _ _
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SECl lON VI·

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CONSTRUCTION FUNDING AGREEMENT BETWEEN THE CANOPY COMMUNITY DEVELOPMENT DISTRICT
AND OX BOTTOM MORTGAGE HOLDINGS, LLC

THIS AGREEMENT is made and entered into this_ day of _ _ between:
_	2018, by and

Canopy Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Leon County, Florida, whose mailing address is c/o Governmental Management Services - Central Florida, LLC, 135 West Central Boulevard, Suite 320, Orlando, Florida 32801 (hereinafter the "District"), and

Ox Bottom Mortgage Holdings, LLC, a Florida limited liability company with a mailing address of 4708 Capital Circle Northwest, Tallahassee, Florida 32303 (hereinafter the "Ox Bottom" and together with the District, the "Parties")

RECITALS

WHEREAS, the District was established by an ordinance adopted by the City Commission of the City of Tallahassee, Florida ("City"), for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, on or about June 6, 2016, Ox Bottom, Toe2, Inc. ("T2") and the City entered into an Amended and Restated Development Agreement ("Development Agreement"), which provides for the rights and responsibilities for various Canopy Planned Unit Development (the "Development") related matters, including but not limited to the construction of Welaunee Blvd Segments 1, 2 and 3, and various sidewalks and multipurpose trails associated with the Development; and

WHEREAS, the Development Agreement provides in pertinent part that Ox Bottom shall construct and pay for Welaunee Boulevard Segment 1 and the City shall construct and fund Welaunee Boulevard Segment 2 and Segment 3; and

WHEREAS, the Leon County-City of Tallahassee Blueprint Intergovernmental Agency ("Agency'') has included Welaunee Boulevard Segments 2 and 3 as part of the Blueprint 2020 Infrastructure Project 25, . Northeast Gateway: Welaunee Critical Area Plan Regional Infrastructure Phase I ("Northeast Gateway Project") which includes, among other improvements, construction of Welaunee Boulevard Segments 2 and 3 and associated sidewalks and multipurpose paths within the Development; and

WHEREAS, the Development Agreement provides that Ox Bottom, on its own or through the District, may opt to construct all or part ofWelaunee Boulevard Segments 2 and 3, the sidewalks and multipurpose trails along Welaunee Boulevard Segments 2 and 3 sooner than scheduled, and the City will reimburse Ox Bottom for actual construction costs no
sooner than December 31, 2020, subject to an agreement between the City and Ox Bottom; and

WHEREAS, the Development Agreement provides that the District may independently satisfy obligations for constructing and/or financing infrastructure, projects, systems or public facilities set forth in the Development Agreement and in Chapter 190, Florida Statutes, and to the extent such obligations are met or performed by the District, then Ox Bottom shall no longer be subject to the obligations and the District shall assume Ox Bottom's rights and responsibilities as it relates to financing, constructing and reimbursement; and

WHEREAS, pursuant to an Interlocal Agreement being entered into by the District, a form of which is attached hereto as Exhibit A ("Interlocal Agreement"), the City and the Agency, the District will agree to provide funding for and construct Segments 2 and 3 of Welaunee Boulevard and the sidewalks and multipurpose trails along Welaunee Boulevard Segments 2 and 3 as described in the Development Agreement and as specifically set out in Exhibit B, General Project Description and Scope of Services ("the Project"); and

WHEREAS, the Agency determined to include the Northeast Gateway Project, which includes funding of the Project, as part of its 2020 sales tax extension project list, and the Interlocal Agreement provides the City shall reimburse the District for the Project as soon as
the Project is completed and (b) funds are available, but in no event later than December 31,2020;and

WHEREAS the District will solicit and fund the full cost of design plans for the four­ lane Welaunee Boulevard roadway, Segments 1-3, ensuring design continuity for the roadway and parallel multimodal facilities arid will also solicit a construction contractor for the Project and an engineering firm to provide CEI services for construction of the Project (altogether, the design services, construction services and CEI services hereinafter are referred to as the "Services"); and

WHEREAS, Ox Bottom is the owner and developer of certain parcels of land in the City of Tallahassee, Florida, located within the boundaries of the District (hereinafter the "Development") and is a party to the Development Agreement; 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, the District previously issued its $11,405,000 in special  assessment bonds in four separate series, the Special Assessment Bonds, Series 2018A-1 ("Series 2018A- 1 Bonds"), Special Assessment Bonds, Series 2018A-2 ("Series 2018A-2 Bonds"), Special Assessment Bonds, Series 2018A-3 ("Series 2018A-3 Bonds") and Special Assessment Bonds, Series 2018A-4 ("Series 2018A-4 Bonds") (collectively the Series 2018A-1 Bonds, Series 2018A-2 Bonds, Series 2018A-3 Bonds, and Series 2018A-4 Bonds are referred to as the "Series 2018A Bonds") to fund a portion of the Master Project set forth in the
Supplemental Engineer's Report, dated October 2018 (the "2018 Engineer's Report" and as set forth therein, the "2018 Project") for the purpose of funding the construction, installation, and acquisition of master improvements and facilities within the District and benefitting the Development (collectively, "Improvements"), which 2018 Project did not include the Project; and

WHEREAS, the sole funding source for the District to meet its contractual obligations under the Interlocal Agreement and specifically to complete the Project and the Services is Ox Bottom; and

WHEREAS, Ox Bottom hereby agrees to provide the funding necessary to complete the Project and the Services, without limitation.

Now, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties and the Parties agree as follows:

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

Funding. Ox Bottom agrees to make available to the District such monies as are necessary to enable the District to proceed with the design, engineering, CEI services and construction of the Project, without limitation. Ox Bottom will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District.

Repayment. The Parties agree that the funds provided by Ox Bottom pursuant to this Agreement are expected to be reimbursable from the  City through the District up to an amount of 7.050 million, within 90 days of final completion of the Project and acceptance by the City, as provided for in the Interlocal Agreement. Within forty-five (45) days ofreceipt of funds by the District from the City, the District shall reimburse Ox Bottom until full reimbursement is made or until all funds received from the City are exhausted; provided, however, that Ox Bottom recognizes the Project may exceed the amount of City reimbursed funds and the District shall not be required to reimburse Ox Bottom for any amounts above those reimbursed by the City to the District for the Project.

Default. A default by either party to this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

Enforcement of Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees, paralegal fees and costs for trial, alternative dispute resolution, or appellate proceedings.
Agreement. This Agreement shall constitute the final and  complete expression of the agreement between the Parties  relating to the specific subject matter of this Agreement.

Amendments. Amendments to and waivers of the provisions  contained in this Agreement may be made only by an instrument in writing which is executed by both 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 of the requirements of law, and each party has full power and authority to comply with the terms and provisions of this Agreement.

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:

With a copy to:

lfto Ox Bottom:
Canopy Community Development District c/o Governmental Management Services - Central Florida, LLC
135 West Central Boulevard, Suite 320 Orlando, Florida 32801
Attn: District Manager

Hopping Green & Sams, P.A.
119 S. Monroe Street, Suite 300 Tallahassee, Florida 32301 Attn: District Counsel

Ox Bottom Mortgage Holdings, LLC 4708 Capital Circle Northwest Tallahassee, Florida 32303
Attn: _  _  _  _  _  _  _  _

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. Notices delivered after 5:00p.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 Parties may deliver Notice on behalf of the party he/she represents. Any party or other person to whom Notices are to be sent or copied may notify the other Parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the Parties and addressees set forth herein.
Third Party Beneficiaries. This Agreement is solely for the benefit of the 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.

Assignment. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

Controlling Law. 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 Leon County, Florida.

Effective Date. The Agreement shall be effective after execution by all Parties hereto and shall remain in effect unless terminated by any of the Parties hereto.

Public Records. Ox Bottom 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 and the District's Record Retention Schedule.

Counterparts. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties execute this Agreement to be effective the day and year first written above.

Attest:	CANOPY COMMUNITY DEVELOPMENT DISTRICT

 	
Secretary/Assistant Secretary Supervisors
Chairman/Vice Chair, Board of

OX BOTTOM MORTAGE HOLDINGS, LLC

By: 	_ Name: 		_
Title:_
_ _ _ _ _ _ _
_ _ _ _ _

Exhibit A: Interlocal Agreement Exhibit B: Project
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Exhibit A	INTERLOCAL AGREEMENT

_ _ _
THIS INTERLOCAL AGREEMENT (the "Interlocal Agreement"), dated as of
_   _  2018, is entered into by and between the City of Tallahassee ("City''), a Florida
municipal corporation, Leon County-City of Tallahassee Blueprint Intergovernmental Agency ("Agency"), an intergovernmental agency created pursuant to section 163.01(7), Florida Statutes, by and between City of Tallahassee and Leon County, and the Canopy Community Development District ("District"), a local unit of special-purpose government established pursuant to and governed by the provisions of Chapter 190, Florida Statutes, pursuant to the Florida Interlocal Cooperation Act of 1969, section 163.01, Florida Statutes (together, the City, the Agency and the District are hereinafter the "Parties"). All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Development Agreement.

RECITALS:

WHEREAS, on or about June 6, 2016, Ox Bottom Mortgage Holdings, LLC ("Ox Bottom"), Toe2, Inc. ("T2") and the City entered into an Amended and Restated Development Agreement ("Development Agreement"), attached hereto as Exhibit E, which provides for the rights and responsibilities for various Canopy Planned Unit Development (the "Development") related matters, including but not limited to the construction of Welaunee Blvd Segments 1, 2 and 3, and various sidewalks and multipurpose trails associated with the Development; and

WHEREAS, the Development Agreement provides in pertinent part that Ox Bottom shall construct and pay for Welaunee Boulevard Segment 1 and the City shall construct and fund Welaunee Boulevard Segment 2 and Segment 3; and

WHEREAS, the Agency has included Welaunee Boulevard Segments 2 and 3 as part of the Blueprint 2020 Infrastructure Project 25, Northeast Gateway: Welaunee Critical Area Plan Regional Infrastructure Phase I ("Northeast Gateway Project") which includes, among other improvements, construction ofWelaunee Boulevard Segments 2 and 3 and associated sidewalks and multipurpose paths within the Development; and

WHEREAS, the Development Agreement provides that Ox Bottom, on its own or through the District, may opt to construct all or part of Welaunee Boulevard Segments 2 and 3, the sidewalks and multipurpose trails along Welaunee Boulevard Segments 2 and 3 sooner than scheduled, and the City will reimburse Ox Bottom for actual construction costs no sooner than December 31, 2020, subject to an agreement between the City and Ox Bottom; and

WHEREAS, the Development Agreement provides that the District may independently satisfy obligations for constructing and/or financing infrastructure, projects, systems or public facilities set forth in the Development Agreement and in Chapter 190, Florida Statutes, and to the extent such obligations are met or performed by the District, then Ox Bottom shall no longer be subject to the obligations and the District shall assume

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Ox Bottom's rights and responsibilities as it relates to financing, constructing and reimbursement; and

WHEREAS, the District has agreed to construct Segments 2 and 3 of Welaunee Boulevard and the sidewalks and multipurpose trails along Welaunee  Boulevard Segments 2 and 3 as described in the Development Agreement and as specifically set out in Exhibit A General Project Description and Scope of Services ("the Project"); and

WHEREAS, the Agency determined to include the, Nort heast  Gateway Project, which includes funding of the  Project, as  part of its 2020 sale, s fa, x e xtension  project list, and the Parties herein agree that the City shall reimburse the,I)istrict for the Project as soon as (a) the  Project is completed  and  (b) funds are  available, b_ut  irt no event later than  December 31, 2020; and the Agency shall reimburse the City'fofthe Pr:oje t in accord with Exhibit D, Repayment Schedule, provided (a) the Proje c-t is c9inpleted an·d_ (bl the City has reimbursed the District; and

WHEREAS,  the    Parties  hereby  agree  ttiat the PP6 je,ct  Costs  E tfrnate  set  forth in
Exhibit B is approved and  is a reasonable estinlqtib:n,.6f t,lre costs of the' frbject identified
herein and  that the documents se,t  forth.in Exhib ,it	. "Required Documentation", shall be
provided by the District to the City, b'¢fore·any disbuts ment of funds required under this Interlocal Agreement; and

WHEREAS t he·Ui tr.ift 'Wjll s olici't.ahd fund tjJ. full cosMf design plans for the four­ lane Welaunee B<(ulevard r_oa dway, Segipents 1'-3, ensµrtng design  continuity  for  the roadway and paralfel multimodal facilities; \and leveraging efficiencies on the part of  the District to expedite the c-le s ign of all  three segments  of Welaunee  Boulevard  by designing  the full four-lane section and obtaining all neces ary  permits  and approvals  for the  Project;  and
WHEREAS the Agency acknowledges the community's future transportation needs are best served by constructing a f011r-lane Welaunee Boulevard p oviding new access in northeastern Tallahassee-Leon County to accommodate anticipated residential and commercial gro_wt h in this geographic area; and
WHEREAS, this Interlocal Agreement is intended to set forth the agreement between the Parties as it-relates to the subject matter of this Interlocal Agreement; and

WHEREAS, this Interlocal Agreement has been presented to each of the Parties respective collegial bodies for approval and has been approved; and

WHEREAS, pursuant to Chapter 190, Florida Statutes, the District is presently authorized to construct, acquire, and maintain infrastructure improvements and services including, but not limited to the Project; and

WHEREAS, it is in the mutual interest of the Parties to establish intergovernmental relations that encourage, promote and improve the coordination, overall effectiveness and efficiency of governmental activities and services related to the Development; and
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WHEREAS, Section 163.01, Florida Statutes, known as "Florida Interlocal Cooperation Act of 1969" (the "Cooperation Act"), permits local governmental units  to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors  influencing  the  needs  and development oflocal communities; and

WHEREAS, the Parties find this Interlocal Agreem nt to be necessary, proper and convenient to the exercise of their powers, duties and pµrpos.es authorized by law; and

WHEREAS, the Parties desire to exercise l:heir ,common powers and authority concerning the cost-effective financing of t,he, ac'quisi t:i n1 and construction of the infrastructure, public improvements and .e6mµiunity facilities set forth  herein;  the avoidance of inefficiencies caused by the unnecessary duplication._of- services and facilities; and the clarification of responsibilities, obfig tions, duties, powers, apd liabilities of each of the governmental bodies.

NOW, THEREFORE, in co sicferation of the'{llutual understandings and covenants set forth herein, and other good an.µ\ talµablr consider"atiqn, the receipt and sufficiency of which is hereby acknowledged, the Pqrlies agreecJ.s follow :

R'.f IC E' I INTRpl>UC'I,'ION

Section 1.01. Recita s. The..Recitals ,so stated are true and correct and by this reference are Tiicorporatedirito andfQ_rih a material part of this Interlocal Agreement.

Section 1.02. Authority. This Interlocal Agreement is entered  into pursuant to  the authority set forth i-n the Cooperation Act, Chapters 189 and 190, Florida Statutes, and other appliq1ble laws.

Section t.03. Authority to Contract. The execution of this Interlocal Agreement has been duly authqdzed b-y the appropriate body or official(s) of each of the Parties, each party has complied with all applicable requirements of law, and each party has full power and authority to comply vyith the terms and provisions of this Interlocal Agreement.

ARTICLE II
CONSTRUCTION AND FUNDING AGREEMENT

Section 2.01. District Exercises Option to Construct Roa dways, Sidewalks and Multi-Use Trails. Pursuant to Exhibit D, Development Agreement Sections 6.E., 6.F., 11.B., and Exhibits E-1 and E-2, the District hereby agrees to undertake  construction  of  the Project sooner than scheduled for construction by the City, subject to the terms and
conditions of this Interlocal Agreement.
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Section 2.02. Notice of Commencement and Completion. The District agrees to notify the Parties in writing upon the commencement of construction of the Project  and  upon final completion of the Project.

Section 2.03. Reimbursement of Costs.  The actual construction  costs  related to  the Project, or any part thereof, shall be reimbursed  to the District  by the City, subject to  the terms and conditions herein, including but not limited to Section 2.07, as soon as practicable, but in no event shall reimbursement for the completed Project or parts thereof occur more then ninety (90) days after the District's completion and the City's acceptance, which shall not be unreasonably withheld, of the any egm nt of the Project. The actual construction costs related to the completed Project or-parts thereof shall be reimbursed to the City by the Agency, subject to the terms and cortdit io11s'  herein, and specifically Section 2.07, as soon as practicable, in the sole discretion-  oft he Ag ri'cy, but in no event shall the Agency be responsible to make reimbursement sooner than Qd:ober 31, 2019 and in no
event shall reimbursement for the completed Project or  pftrfs  thereof  occur  after September 30, 2023. All reimbursement of construction costs b, y t he Parties shall occur consistent with Exhibit D, Repayment Schedule,

Section 2.04. Desien, Construction and Maintenance. The District shall complete the Project with all practical dispa t<;h\ n-4 ln . sound: 'e!;Oilpmical and efficient manner and in accordance with the provisions hei;-el:p., an{! aH.fip plicabJe"laws. The District shall ensure that the Project is designed..and const r-µ_cted irfa  <;:_corclance    ft h,Exh ibit   A, General Project
Description and Scope of_S.ervkes, and wtth ,all c!.P Plif  b,le regulattons, standards, and plans, and  that  const ru_ction  is  performed  by a ,q ualified  cofitqde>,r  or  contractors,  and  that all necessary permits tnnn any goyernmentaLagency are obtained as required by law. The District shall maintain tp.e Proj,ect until dedit ,at:ipn to the City in accordance with Section 2.06, hereof.

Section 2.05. Firial Plans and Certification. Upon completion of the Project, the District "Yill submit to the City aqd he Agency final as-built plans and an engineering certification that the construction oLth'e Project was completed in accordance with those plans.

Section 2.06. Dedicati9n to City. Upon completion of the Project, or any part thereof, and approval by the City which approval shall be in accordance with standard permitting review of roaqw;:i.y projects and shall not be unreasonably withheld, the Project or portion thereof shall be dedicated to the City. Subject to the provisions of Section 2.03 and 2.07 herein, no costs shall be reimbursed for any part or portion of the Project until such part or portion of the Project has been dedicated to the City.

Section 2.07. Project Costs. The total cost of the Project shall not exceed $7.050 Million and in no event shall the City or Agency be responsible to the District for any amount to exceed $7.050 Million, unless otherwise agreed to in writing by the Parties. The District shall fund the amounts exceeding $7.050 Million without any further or additional contribution or payment from the City or Agency for costs associated with the Project, unless otherwise agreed to in writing by the Parties. This amount is based upon the General Project Description and Scope of Services, Exhibit A and the Project Costs Estimate

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set forth in Exhibit B. The District shall maintain such schedule of funding, carry out the Project and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved schedule of funding for the Project, which may be modified from time to time upon approval by the Parties. If revised, a copy of the revision should be forwarded to the Parties. The City and Agency agree to participate, including contingencies, in the Project costs up to the amounts set forth in Exhibit B.

Section 2.08. Limits on City and Ae en cy Funds. Project costs eligible for City and Agency participation will be those Project costs as- identi fied herein and in  the Development Agreement and are subject to:

Budget and appropriation by the governingAfodies of the Parties, which budget and appropriation shall not be unreasonably -wHnheld.
Submittal by the District of all required, pursuant to this lnterlocal Agreement, or otherwise reasonably requested plans, specifications, contracts or other obligating documents by the City or Agency afld material complianc e·:with the terms of this Interlocal Agreement and the DeveJopment Agreement, t_o the extent the Development Agreement applies to the Pro ject,.

Section 2.09. Selection 'of :Contractor. Th District shall be responsible for procuring  its  own  construction  coii_{ractor Jcir- performc!nce  of  the  work  related  to  the Project.   The District s}J.all- utilize a co   petit iv, e q_iddipg  prb<;;e_ss to select the contractor to
construct the Pro ject,to tg_e_ xtent requfr d\and Jri a c_pra.ancewith Florida Law.

Se ction 2.10. Submission of Proce eciin s. Contracts and Other Documents. The  District  shall  submJf  to  the  City  and _Agency such  data,  reports,  records,  contracts, schedule of vahies and oth r suppo !rig documents relating to the Project as the City and Agency may reason bly require for disbm: ement'"of funds; a list of the required supporting documentation the City and Agency shall require for disbursement of funds is attached hereto as Exhibit C. Required Docµrhentation. Such documentation may be submitted to the City arid Agency as soon as it is av_ailable but in no event later than 120 days after final completion of the Project. fo arty event, the City and Agency shall have the right to review all Project docurn,ents and, upon request by the City or Agency, to participate in meetings and other activitie$ related to construction of the Project as the Parties may deem reasonably appropriate. The District will require the posting of a Florida Statutes, Section
255.05 Payment and Perfprmance Bond by the construction contractor for the Project. The District will ensure that no liens shall be placed on the Project.
Section 2.11. Requisitions and Payments. Requests for reimbursement for fees or other compensation for services or expenses incurred shall be submitted in sufficient detail for a proper pre-audit and post-audit thereof.

ARTICLE III
MISCELLANEOUS PROVISIONS

Section 3.01. Expiration of Interlocal A ree ment.  The  District  agrees  to complete the Project prior to the commencement dates set out in the Development
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Agreement for each respective component of the Project. If the District does not complete the Project by December 31, 2020, except as provided for herein, this Interlocal Agreement will expire on the last day of the scheduled completion as provided in this section unless an extension of time is requested by the District and granted in writing by the City and Agency prior to the expiration of this Interlocal Agreement. The City shall reimburse the District for the Project portions completed and that has such supporting documentation as required herein and the District agrees to coordinate with the Parties in the efficient and timely transition of completion of the remaining Project or portions thereof to the Agency or the City, as may be required, including but not limited to the assignment of any contracts and warranties, as may be relevant, transfer of all permits, dptuments, plans, specifications and other related documentation.

Section 3.02. Limitations on Governmental Liab ility, Nothing in this lnterlocal Agreement shall be deemed a waiver of imm,    uh ity 'limits  of liability of the  City, the  Agency or  the  District  beyond  any  statutory  lim4ted, w    aiver  of  immunity  or  limits  of  liability contained in §768.28, Florida Statutes, as amended, or other statute. Nothing in this Interlocal  Agreement  shall  inure  to  the  beh f1t  of  a:gy' third   party  for  the   purpose  of allowing  any  claim,  which  would  otherwise  be    arr,ed  4nder  the  DoctrJne:, of  Sovereign Immunity or by operation of law .

Section 3.03. Ne  otiation  at Ar m· , •s .Len,nh.  Thi ln_ter    local  Agreement  has  been negotiated fully betweeJ1 the Parties  as,at\ arrrf's-lfiigth  transs?ction  and with  the  assistance of legal counsel. - T,lfe f a r_ti s. partid p,ated fµ11y jQ. l:h preparation of this Interlocal Agreement.   In the/  cas_e · of a d'ispute concep1irig the  interpretation of any provision of this Interlocal Agreement, the Parties .are dee111-ed to have drafted, chosen,  and  selected  the language, and the language in question will ,not  be  interpreted  or  construed  against  any  party.

Section 3.04. Notices. Apy notices required or allowed to be delivered shall be in writing arid be deemed to be delivered when: (i) hand delivered to the official hereinafter designated, or (ii) upon receipt of su h notice when deposited in the United States mail, postage  prepa,_id;  certified   rnail,  return  receipt  requested,  addressed  to  a  party  at the
address set for_th  opposite the party's name below, or at such other address as the party
shall have specified by written notice to the other party delivered in accordance herewith.

If to the Ci ty:

With Copy to:

If to the Agency:
City Manager 300 S. Adams St.
Tallahassee, Florida 32301

City Attorney
300 S. Adams St., Box A-5 Tallahassee, Florida 32301

Blueprint Intergovernmental Agency 315 S. Calhoun St., Suite 450
Tallahassee FL 32303

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Attn:		Benjamin Harrison Pingree Director of PLACE

With Copy to:	 	

Blueprint Legal Counsel
315 S. Calhoun St., Suite 450
Tallahassee, FL 32303
Attn:	Patrick T.Kinni, Esq.

If to the District:

With Copy to:
Canopy Community Development District
135 West ,,Centrc1f Blvd, Suite 320
Orlancto,·FL 32801
Attn: Di trict Manager
H"opping Green & Sams, P.4.
11, 9	..   MonroeSfreet, Suite 1'1,. 9
Tallaha  see/, F lor,:.ida  32301  ·
Attn: Jennifer L. Kilinski

Section 3.05. Default. Each o'f_ th e. Parties het to· shall give the  other  Parties written notice of any qefault hereund, r\ pnci shc!ll' allow th aefaulting party fifteen  (15) days from the date oHts re.f_etpt.of such Vd ice wlth!Jl whlch t-b cure any such defaults or, if it  cannot  be  cureq  within  the  fifteen  (f q_)'   days, to  com_rrl  nce  and  thereafter  diligently pursue to completion .goodfaith ,efforts to ef{ect such cure and to thereafter notify the other parties of the actual cure of any such defau'its; If the District's non-performance of any obligation -hereunder is d1rectly due to an event of Force Majeure, the District shall not be deemect· to be in .tjefault. '.(he District .sha ll he given  an  amount  of  time  reasonably nece_ss ary to cure such non-performance, and the District shall act  in good  faith  to cure such non:-performance du:ring such time.
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Section 3.06. Force Majeure. Except for any payment obligation by either party, if any Party is unable to perfor;m, or is delayed in its performance of any of its obligations under this lnterlocal Agreem'ent by reason of any event of Force Majeure, such inability or delay shall be excused at ahy time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the Parties to correct the adverse effect of such event of Force Majeure.

An event of "Force Majeure" shall mean the following events or circumstances to the extent that they delay the Parties from performing any of its  obligations  (other  than payment obligations) under this Interlocal Agreement: acts of God, natural disaster, accidents, fire or other casualty, earthquake, hurricane, tornadoes, named  storms,  flood, war, riot, intervention by civil or military authorities of government, insurrection, or other civil commotion, governmental action (except that, as to the Agency and City, governmental action shall exclude any governmental action or inaction with respect to the granting or withholding of any governmental approvals or permits needed for the development of the Project within the control of the City or the Agency), material shortages, industry wide
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strikes, boycotts, lockouts or labor disputes or any other similar or like event or occurrence beyond the reasonable control of a Party (or any Design Professional, Consultant, or Contractor, of any tier) hereto, that causes such Party to be delayed or hindered in, or prevented from, the performance of any covenant or obligation hereunder.

In order to be entitled to the benefit of this Section, a party claiming an event of Force Majeure shall be required to give prompt written notice to the other party specifying in detail the event of Force Majeure and shall further be required to diligently proceed to correct the adverse effect of any Force Majeure. The term .of this Section shall survive the termination of this Interlocal Agreement.

Section 3.07. Indemnification , Performance and Payment Bo nd, and Insurance.  To the extent permitted by law and' without waivjrig any limitations of liability including sovereign immunity afforded the Distr,ict, the Distrkt shall indemnify and save harmless the Agency, the City, and thefr officials and  emplo;yie  (the  "Indemnified Parties"), from all losses, damages, costs, exp rises, liabilitr, claims, actions, and judgments of  any kind  whatsoever  brought   or   asserted  agt:tinst,'  or   incurred' b y, the  Indemnified Parties, including without limitatio n-attorney's fee and c9sts of litigation, tqJhe extent that the same arise out of or are caused by any act or om\ssfc:m of the District or its contractor, or sub-contractors, or their emplo;yees·-Qr ag nts, ati ing_ from the construction of the Project or this Interlocal Agreement.

The  District,'  s haff  also  cause  the-  .(\.gent y  an-d  q ty to   be  named  as  an  additional
insured with respect to insurance covei:age, other drart Worker's Compensation or Professional Lia bility-, provided !b y the Distri. t's construction contractor and will provide the Agency and City witha copy of any certifications of coverage received by the District from its construction contra tor:: InsuraQce coverage will be provided in accordance with requir:-ements of the constructfrm contract, Additionally, the District will require its construction contractor to ·post a performance and payment bond for all work under the construction contract, incl4ding the p?oject, and will ensure that the Agency and City are named as a b neficiary or insured under-s uch bond with respect to the Project.

Section 3.08. Other A reements. Nothing in this Agreement shall be construed as superseding, altering or amending the conditions and terms of any agreement between Ox Bottom, the Agency artclj9r the City, including but not limited to the Development Agreement, or any applicable Development Order approved, or regulation issued by the City.

Section 3.09. Assi  nment or Transfer.  No  party may assign  or transfer  its rights or obligations under this Interlocal Agreement to another unit of local government, political subdivision or agency of the State of Florida without the prior written consent of the other parties. No party may transfer its rights or obligations under this Interlocal Agreement to a private party or entity.

Section 3.10. Bindin &: Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors.
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Section 3.11. Amendment. Any amendment to or waiver of the provisions of this Interlocal Agreement must be in writing and mutually agreed to by the Parties.

Section 3.12. Filinf:. After approval of this Interlocal Agreement by the respective governing bodies of the Parties and the execution thereof by the duly qualified and authorized officers of each of the Parties hereto, this Interlocal Agreement shall  be filed  with the Clerk of the Circuit Court of Leon County, Florida, in accordance with the requirements of Section 163.01(11) of the Cooperation Act.

Section 3.13. Applicable Law and Venue; Waiver of Jury Trial. This Interlocal Agreement and the provisions contained herein shc}.U be governed by and construed in accordance with the laws of the State of Florida.  In/  any action, in equity or law, with respect to the enforcement or interpretation of this lntedocal Agreement, venue shall be in Leon County, Florida. The Parties waive the right tq,f ria\ by jury in any dispute or litigation arising from, concerning or relating to this Interlocal A&reement.

Section 3.14. Severability.  If  any  par, t  of  this  Inferlocal  Agre  rrte _nt  is  held  by  a
court of competent jurisdiction t, o be invalid, illeg 1 br,u nenforceable,  suchjriyalid, illegal or unenforceable  part shall  be dee ed  severable an-d,  th e,--remaining  parts of this  Interlocal Agreement shall continue in full fot,p \an _fle fft ct prov}d d- t hat the rights and obligations of
the parties are not materially  prejud-i,ced, an. f the int entlqn-s.,of the Parties can continue to
be effected.

Section 3.15. Construction.	T_hi's InterJocal AgFeement is the result of the
negotiations among· ahd between the P-arties such that all Parties  have  contributed materially and substah(ially _to iits pr eparadqn'.and shall not be construed more strictly against one' Party than the9ther.
Section 3.16.   No Waiver.   The failure _of any Party to require performance of any
duty or conpition  under _this   Interlocal Agreement  shall  not affect  the  Party's  right to
require performance at any,time thereafter, nor shall the waiver of any condition, breach or default under Jh:is Interlocal Agreement constitute a waiver of any subsequent  failure of such condition, breach or defc ult.

Se ction 3.17.'  Entire Agree ment.   This  instrument  and  its  exhibits  constitute  the entire agreement between the Parties and supersede all previous discussions, understandings and agreements between the Parties relating to the subject matter of this Interlocal Agreement.

Section 3.18. Public Re cords, The Parties understand and acknowledge  that Chapter 119, F.S., may be applicable to documents prepared in connection with this Interlocal Agreement and the Project, and each Party agrees to cooperate with any public record requests made thereunder.

Section 3.19. Effective Date. This Interlocal Agreement shall become effective upon the date of execution by the authorized representatives of the Parties and in accordance with the requirements of the Cooperation Act.
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Section 3.20	Construction Engineering Inspection.

Pursuant to Sections 190.011, 190.033 and 287.055, Florida Statutes, the District and the City are required to undergo a competitive negotiation process to procure professional engineering services. The District and the City agree that it is in the best interest of the Parties to jointly retain professional engineering services to oversee the construction of the Project. Accordingly, the District shall initiate the requisite process on behalf of itself and the City to provide for the selection of an engineering firm that me_et s the minimum qualifications necessary to fulfill the obligations provided' herein. In no event shall the engineering firm selected be an entity related by ownership to the contractor selected by the District for const ructio-n of the P'roject nor shall the engineering firm selected have served as the design _engineer for the plans which serve as the basis for permitting the Project. '.fhe selection of ap engineering firm shall be made jointly by the City, through"its .representative, and the District, through its Board of Supervisors. Upon selec::tfon of the professional, engineering firm, the District and the City will jointly- retain the firm to prpvide construction engineering and inspection services '("CEr'J fqr all constructiQri .activities and certain CEI services fotJhe· Pr-oject.  Said·c,ostsshall be added to the total project
costs as outlined in Secti9n,·2..Qo/· 0f this InterJoce:ll Agreement and shall be 100%
eligible for reimbursemen{ above."ar,rd  beyond, tl,le $7.050 million  not to exceed figure set forth -he_rein.  In thf  event th   t i-ty and'DJslr:ict disagree on selection of the prof,ess fon  L  ngin.eer  to p·i:ov.ide tile GEJ s ezyice·s.,t he City and District herein commit to attempt'  il1 good fait t'o-1'es,olve suc}_l djsagreements and additionally
agree to the_  following dispute resplution procedures for the limited purposes of
this Section 3.20. If .agreement is"µot reached on selection of the professional engineer to prqvide the C:EI servfc s within ten (10) days after the public qpeningqf qualificqtions receiv: d, the City and District agree that the designated project manager for eath Party shall meet within the next ten (10) days and attempt  to  jointlY recommend  selection  of a  professional  engineer  to  the City
aµd District. However, if the City and District still cannot agree on a selection of professional engineer after the public opening of qualifications received, then eac-h R .rty shall sel_ect its own professional engineer to perform CEI services and the provi ions of this Section 3.20 relating to sharing such expenses shall be null and void. ln such event, each Party shall bear its own costs for such services and any such costs shall not be attributed toward the City's total contribution for construction of the Project as defined in Section 2.07 of this Interlocal Agreement nor the District's total costs for construction of the Project for purposes of calculating the City's share of construction costs.
If the City and District agree on the selection of a CEI firm, such firm shall be obligated to the City and District jointly and shall review on behalf of the City and District all deliverables required by its agreement with the Parties, including but not limited to the shop drawings and other contractor submittals relevant to the Project. The CEI firm shall report its findings and/or observations of non­ compliant work to the Parties through the City and District's respective project managers.

Page 10 of 14

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If the City and District agree on the selection of a CEI firm, such firm shall be responsible for verification testing related to the Project and oversight and administration of the construction contract, including providing the necessary supervision and inspection to ensure that construction of the  Project  is performed in compliance with the requirements of the construction contracts. Alternatively, the City and District will ensure that the CEI firm it retains assumes these over sight responsibilities.

Section 3.21 Incorporation of Exhibits.
Exhibit A, General Project Description 'anct Scope of Services; Exhibit B, Project Costs Estimate; Exhibit C, Project Doc11qientation; Exhibit D, Repayment Schedule; and Exhibit E, Development Agreen:ient ate each attached  hereto and shall be deemed incorporated herein and m de part of this Interlocal Agreement.

Section 3.22 Precedence Order.
Provisions in the following OQcumer:its hall be CbQ.s id,ere d to take precedence and prevail over cme another, w4e'ti Sgid provisions areinconflict, in the following order:

Interlocal Agreemen-t.
Exhibit A,  G neral Projett Descri  pdon and' Sc;o'p,e  of Services.
ExhlbiyB, -Rroject Costs )	in:ufre.	,
Exhibit C, Project Docuntenfation.
Exh'iqit:D, Repayment Schec,lule.
Exhibit E, DevelopineQ.t Agreement.

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Page 11 of 14

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IN WITNESS WHEREOF, the Parties hereto, by and through the undersigned, have entered into this Interlocal Agreement on the date and year first above written.

CITY OF TALLAHASSEE, FLORIDA

ATTEST:	John Dailey, Mayor

_ _ _
_ _ _
_ _, City Clerk

STATE OF FLORIDA} COUNTY OF LEON}
The	foregoing	inst rument .   was	acknoyvle ,dgeB	before	me-  t his	_	day	of
 	   2018,	by	.	,a nd
_ _ _
_ _ _
_,	as	the
_ _ _ _ _ _
_ and City Cle k. of Jf,ie
City of·	allahassee, Florida, and who have
acknowledged  that they executed th   Sl:ln,i.e prlb.ehalf oh l_,le'  City of Tallahassee, Florida and
that  each  was  authorized  to  do  so.   ,Eac h  l,s .Rer  s C>nally  nbwn  to me  or  has  produced
_  _   _   _   _ _  _	as"'itlend fic.a tion.

In witness Wh.ereof, I hereunto set my.  hand and official seal.

Notary Public, State of Florida

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Page 12 of 14

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CANOPY COMMUNITY DEVELOPMENT DISTRICT

By:_ _
_ _ _
_ _ _ _
_ _ _
ATTEST :
Name: Tom Asbury Title:	Chairman

Name: _
_ _ _ _ _
_ _ _
Title: Vice Chairman

STATE OF FLORIDA} COUNTY OF LEON }
The foregoing  instrument  w  s\:ac:;_imowledged ' b  fore  me this  _	day of  _   _

_ _,
2018,  by  Tom Asbury and	., ,  ·a  th e. Chairniaµ of the  Board  of Supervisors  and Vice Chairman of the Board of Sup rvisors · -f n· the Canppy Community Development
District, and who ha, ve ,,a. cknow )e dged  th  6 they   xecuted  the 's rpe on behalf of the  Canopy Community Devel9pme,nf Distti2t and that, ea,c;h'wc1s auth_oriz d to do so. Each is personally known tome.

In witness where_of, I hereunto se, t my _hand and official seal.

Notary Public, State of Florida

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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LEON COUNTY-CITY OF TALLAHASSEE BLUEPRINT INTERGOVERNMENTAL AGENCY

By: 	_
Curtis Richardson
Its:	Chairman

Date: - - - - - - - - - -

APPROVED AS TO FORM:
Blueprint  Intergovernmental Agency

By: 	_
Patrick T. Kinni, Esq.

ATTEST:

By: 	_
James 0. Cooke,-JV City Treasurer Clerk

Page 14 of 14

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iiif '	- ·-·
•  •..:;.:_:: .:. •_ _aj=-  -

Exhibit B
IN1ERGOVERNMENTAL AGENCY

p.1 of4

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I NTERGOVER NME NTAL AG EN CY

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Project Scope of Services

The Project scope shall consist of the complete design and construction of Welaunee Boulevard as a four-lane divided roadway with a landscaped median from Main Street (Station 14+20) to the east perimeter of the Canopy Development District (CDO) Parcel at 68+40. The construction within Segment 2, as delineated on the attached project map, shall consist of the installation of two additional roadway lanes creating a turnkey 4-lane roadway throughout the section seamlessly matching/connecting to the existing 4 lane roadway within Segment 1. The construction within Segment 3, as delineated on the attached map, shall consist of the complete installation of a 4-lane roadway with all applicable intersections, Ingress and egress to adjacent properties, intersections, etc., as defined below and shall seamlessly connect to Segment 2 of the Project.
The roadway shall include at a minimum, all components of the approved roadway typical section (attached} as well as all utility construction per the current edition of the City of Tallahassee's Technical Standards for Water and Sewer Construction. Utilities shall Include, but not be limited to, potable water mains with all ancillary appurtenances, sanitary sewer mains with all ancillary appurtenances, storm sewer pipes with all associated Inlets and structures to form a dosed drainage system, natural gas mains with all associated appurtenances, underground electrical duct bank with associated switching cabinets; pull boxes and ancillary structures, communication conduits, reclaim water mains and irrigation mains, laterals, sprinkler systems and irrigation control systems within the medians and along the landscaped areas on both shoulders of the proposed roadway. The roadway shall also contain at a minimum, enhanced street lighting along both sides of the roadway (to match existing), and all appropriate traffic control devices.
The Welaunee Boulevard right-of-way through Segments 2 and 3 of the CDO shall include a 12 foot shared use path with a 10-feet-wide planted buffer between the back of curb and the path on the north side of the roadway. The roadways shall consist of 5-feet-wide bike lanes in each direction and two eleven-feet-wide travel lanes on each side of a variable width median (See the attached approved typical section). Curb and gutter shall be provided along the perimeters of each side of the roadway and
along both sides of the median. The south side of the right-of-way shall contain a 10-feet-wlde planting strip and a 6-foot concrete sidewalk with green space to the right-of-way perimeters. Landscaping along the roadway perimeters and within the median shall be coordinated with, and approved by, the City of Tallahassee Beautification and Solid Waste Department. All areas outside of the roadway, paths and
sidewalks shall be sodded with Centipede sod unless otherwise specified by the City of Tallahassee Beautification and Solid Waste Department.
Design and Construction Requirements
Design

This design shall consist of a four (4) lane divided roadway with curb and gutter and closed drainage and shall be approved by the City of Tallahassee Public Underground Utilities and Infrastructure Department. The design speed is to be 45 miles per hour with a posted speed of 35 miles per hour. All intersections shall be modeled for intersection selection by the City of Tallahassee.

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BLUEPRINT
INTERGov,.NMENTALAGENCY
.  -· . . .    ..  -.  - .  .

The COD shall provide, at a minimum, engineering design, all necessary permits, third party and utility coordination and design project management services to produce construction plans for the roadway corridor. The COD is responsible for obtaining all permits and agreements from agencies with jurisdiction on the corridor.
Further, the COD is to provide geotechnical investigations, environmental investigations, and environmental compliance monitoring consistent with regulatory agency permit and agreement requirements.
Construction

The scope of the construction phase of .h e Project shall include, but not be limited to the complete installation of all elements listed within the project scope of services and any ancillary items necessitated by standard practices for roadway, utility and landscaping construction. The COD shall comply with all City ofTallahassee and Blueprint Intergovernmental Agency procurement policies and Project Closeout Procedures which shall be made a part of the agreement. Additionally, the COD shall provide complete Construction Engineering and Inspection services throughout the construction process with reports to the City of Tallahassee and to the Blueprint Intergovernmental Agency.
Schedule
The COD shall provide, for approval, a detailed design schedule to Blueprint within ten (10) business days of the execution of the lnterlocal Agreement. The District shall maintain this schedule and provide updates to the City and to Blueprint on a monthly basis.
The District shall provide for approval, a detailed construction schedule to Blueprint prior to the initiation of construction activities for Segments 2 and 3. Clear benchmarks are to be established by the District through coordination with Blueprint staff to assist in tracking construction progress. A zero float schedule will not be accepted. These benchmarks shall be Included in the construction schedule and updated monthly at a minimum.
Upon acceptance of each schedule by the City of Tallahassee and by the Blueprint Intergovernmental Agency, the schedules will become a part of this agreement.

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S	ECTION VII

INTERLOCALAGREEMENT

THIS INTERLOCAL AGREEMENT (the "Interlocal Agreement"), dated as of
 	_, 2018, is entered into by and between the City of Tallahassee ("City''), a Florida municipal corporation, Leon County-City of Tallahassee Blueprint Intergovernmental Agency ("Agency''), an intergovernmental agency created pursuant to section 163.01(7), Florida Statutes, by and between City of Tallahassee and Leon County, and the Canopy Community Development District ("District"), a local unit of special-purpose government established pursuant to and governed by the provisions of Chapter 190, Florida Statutes, pursuant to the Florida Interlocal Cooperation Act of 1969, section 163.01, Florida Statutes (together, the City, the Agency and the District are hereinafter the "Parties"). All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Development Agreement.

RECITALS:

WHEREAS, on or about June 6, 2016, Ox Bottom Mortgage Holdings, LLC ("Ox Bottom"), Toe2, Inc. ("T2") and the City entered into an Amended and Restated Development Agreement ("Development Agreement"), attached hereto as Exhibit E, which provides for the rights and responsibilities for various Canopy Planned Unit Development (the "Development") related matters, including but not limited to the construction of Welaunee Blvd Segments 1, 2 and 3, and various sidewalks and multipurpose trails associated with the Development; and

WHEREAS, the Development Agreement provides in pertinent part that Ox Bottom shall construct and pay for Welaunee Boulevard Segment 1 and the City shall construct and fund Welaunee Boulevard Segment 2 and Segment 3; and

WHEREAS, the Agency has included Welaunee Boulevard Segments 2 and 3 as part of the Blueprint 2020 Infrastructure Project 25, Northeast Gateway: Welaunee Critical Area Plan Regional Infrastructure Phase I ("Northeast Gateway Project") which includes, among other improvements, construction ofWelaunee Boulevard Segments 2 and 3 and associated sidewalks and multipurpose paths within the Development; and

WHEREAS, the Development Agreement provides that Ox Bottom, on its own or through the District, may opt to construct all or part of Welaunee Boulevard Segments 2 and 3, the sidewalks and multipurpose trails along Welaunee Boulevard Segments 2 and 3 sooner than scheduled, and the City will reimburse Ox Bottom for actual construction costs no sooner than December 31, 2020, subject to an agreement between the City and Ox Bottom; and

WHEREAS, the Development Agreement provides that the District may independently satisfy obligations for constructing and/or financing infrastructure, projects, systems or public facilities set forth in the Development Agreement and in Chapter 190, Florida Statutes, and to the extent such obligations are met or performed by the District, then Ox Bottom shall no longer be subject to the obligations and the District shall assume
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Ox Bottom's rights and responsibilities as it relates to financing, constructing and reimbursement; and

WHEREAS, the District has agreed to construct Segments 2 and 3 of Welaunee Boulevard and the sidewalks and  multipurpose trails along Welaunee Boulevard Segments 2 and 3 as described in the Development Agreement and as specifically set out in Exhibit A, General Project Description and Scope of Services ("the Project"); and

WHEREAS, the  Agency determined  to include the  N_or.theast  Gateway Project, which includes funding of the Project, as part of its 2020 salesfax extension project list, and  the Parties herein agree that the City shall reimburse  th  - Dist rid for the  Project as  soon as  (a) the Project is completed and (b)  funds  are  available,  but)rt  no  event  later  than  December 31, 2020; and the Agency shall reimburse the City for the Pro}ect in accord with Exhibit D, Repayment Schedule, provided (a) the  Projectis c9mpleted  antlJb)  the City has reimbursed the District; and	-

WHEREAS, the Parties hereby agree ttiat the Project Costs E thnate set forth in
Exhibit B is approved and is a _reasona ble estimctdow6f,
the costs of th,e
J:>r 'oject identified
herein and  that the documents s t  forth_ in  Exh ibit---.C. "Required  Documentation", shall  be provided by the District to the City b'efo_p ·-any disbuts ment of funds required under this Interlocal Agreement; and

WHEREAS  t h_e -'Di  t rif t will solici't\ _ah  d fund¢ full cosl\of design  plans for the four­
lane Welaunee B ulevard roa,dtvay, Segments l-3, ·ens rfn g design continuity for the roadway and parallel multimodal facilities; _and leveraging efficiencies on the part of the
District to expedite th-e c:les i gn..of all -three segments of Welaunee Boulevard by designing the full four-lane section anµ obtainingall necessary permits and approvals for the  Project;
and
WJ-IEREAS the Ag ncy acknowledges the community's future transportation needs are best ser:yed by constructing a four-lane Welaunee Boulevard providing new access in northeastern Talla hassee-Leon . County to accommodate anticipated residential and commercial growth in this geographic area; and
WHEREAS, thi Interlocal Agreement is intended to  set  forth  the  agreement between the Parties as it--rel9-tes to the subject matter of this Interlocal Agreement; and

WHEREAS, this Interlocal Agreement has been presented to each of the Parties respective collegial bodies for approval and has been approved; and

WHEREAS, pursuant to Chapter 190, Florida Statutes, the District is presently authorized to construct, acquire, and maintain infrastructure improvements and services including, but not limited to the Project; and

WHEREAS, it is in the mutual interest of the Parties to establish intergovernmental relations that encourage, promote and improve the coordination, overall effectiveness and efficiency of governmental activities and services related to the Development; and
 	
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WHEREAS, Section 163.01, Florida Statutes, known as "Florida Interlocal Cooperation Act of 1969" (the "Cooperation Act"), permits local governmental  units  to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing  the  needs  and  development oflocal communities; and

WHEREAS, the Parties find this Interlocal Agreem nt to be necessary, proper and convenient to the exercise of their powers, duties and p11rposes authorized by law; and

WHEREAS, the Parties desire to exercise ' t he,ir common powers and authority concerning the cost-effective financing of he acquisition and construction of the infrastructure, public improvements and c6mµiunity facilities set  forth  herein;  the avoidance of inefficiencies caused by the 11nne<;essary duplicatior\of- ervices and facilities; and the clarification of responsibilities, obfigatiqns, duties, powers,·ar,-d }iabilities of each of the governmental bodies.

NOW, THEREFORE,  in co'Qsideration of th e·,tnutual  und erstanding- s and  covenants set forth herein, and other good anp·  v a,lµ i ble conside"r ation, the  receipt and sufficiency of which is hereby acknowledged, the P rties agre·e-as follow :

RTICI,.lf I
INTRpl>d C'fION

Section 1.01. Recitals,	The Recit a-ls
so.. stated are true and correct and by this
reference.a r·e intorporateci _into and fo_rih a material part of this Interlocal Agreement.

_Section1.02. Authority.    This  lnterloc-al  Agreement  is entered  into  pursuant  to the authority set forth in the Coop ration Act, Chapters 189 and 190, Florida Statutes, and other applicable laws.

Section 1.03.Authority to Contract. The execution of this Interlocal Agreement has been duly autfiqdzed by the. appropriate body or official(s) of each of the Parties, each party has complied with all applicable requirements of law, and each party has full power  and authority to comply'\Vith the terms and provisions of this Interlocal Agreement.

ARTICLE II
CONSTRUCTION AND FUNDING AGREEMENT

Section 2,01. District Exercises Option to Construct Roadways. Sidewalks and Multi-Use Trails. Pursuant to Exhibit D, Development Agreement Sections 6.E., 6.F., 11.B., and Exhibits E-1 and E-2, the District hereby agrees to undertake construction of the
Project sooner than scheduled for construction by the City, subject to the terms and conditions of this Interlocal Agreement.
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Section 2.02. Notice of Commencement and Completion. The District agrees to notify the Parties in writing upon the commencement of construction of the Project  and upon final completion of the Project.

Section 2.03. Reimbursement of Costs. The actual construction  costs related to the Project, or any part thereof, shall be reimbursed to the District  by the  City, subject to  the terms and conditions herein, including but not limited to Section 2.07, as soon as practicable, but in no event shall reimbursement for the completed Project or parts thereof occur more then ninety (90) days after the District's completion and the City's acceptance, which shall not be unreasonably withheld, of the any segment of the Project. The actual construction costs related to the completed Project or parts thereof shall be reimbursed  to  the City by the Agency, subject to the terms and conditions herein, and specifically Section 2.07, as soon as practicable, in the sole discretion 'Of the A'g rlcy, but in no event shall the Agency be responsible to make reimbursement ooner than Qctober 31, 2019 and  in  no event shall reimbursement for the completed Project or parts thereof occur after September  30,  2023.   All  reimbursement  of construction  costs  b,y the  Parties shall  occur consistent with Exhibit D, Repayment Schedule,

Section 2.04. Desien, Construction and Maintenance. The District shall complete the Project with all practical dispat c;h'an-_g.' i n.a sound;·ef  o npmical and efficient manner and in accordance with the  provisions he),.'"elp,  an.(J all  pplicabJe'l  ws.  The  District shall ensure that the Project is designed . nd constr-µcted iii a cordance \\,'.'ith _ Exhibit A, General Project Description and Scope of _s_eJ vk es, and w4t h.all qp pli b,le regtila tions,  standards, and plans, and  that  construct;ion   is  perfo.rmed  by  a\  qilali fied  contqctb.r  or   contractors,  and  that all
necessary  permits  from  any  governmental,9-gency are  obtained  as  required  by law. The
District shall  maintain tp-e Project until  dedic,ation  to the  City in accordance  with Section 2.06, hereof.

Section 2.05. Final Plans and Certification. Upon completion of the Project, the Distri ct ·yvill submit to the City and the Agency final as-built plans and an engineering certification that the constrµction of ,the Project was completed  in  accordance  with  those plans.

Section 2.06. Dedication to City. Upon completion of the Project, or any part thereof, and approval by the City which approval shall be in accordance with standard permitting review of roadw y projects and shall not be unreasonably  withheld, the  Project or portion thereof shall be dedicated to the City. Subject to the provisions of Section 2.03 and 2.07 herein, no costs shall be reimbursed for any part or portion of the  Project  until such part or portion of the Project has been dedicated to the City.

Section 2.07. Project Costs . The total cost of the Project shall not exceed $7.050 Million and in no event shall the City or Agency  be  responsible  to  the  District  for  any amount to exceed $7.050 Million, unless otherwise agreed to in writing by the Parties. The District shall fund the amounts exceeding $7.050 Million without any further or additional contribution or payment from the City  or  Agency  for  costs  associated  with  the  Project, unless otherwise agreed to  in  writing  by  the  Parties.  This  amount  is  based  upon  the General Project Description and Scope of Services, Exhibit A and the Project Costs Estimate

set forth in Exhibit B. The District shall maintain such schedule of funding, carry out the Project and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved schedule of funding for the Project, which may be modified from time to time upon approval by the Parties. If revised, a copy of the revision should be forwarded to the Parties. The City and Agency agree to participate, including contingencies, in the Project costs up to the amounts set forth in Exhibit B.

Section 2.08. Limits on City and Aeency Funds. Project costs eligible for City and Agency participation will be those Project costs as ,id entified herein and in the Development Agreement and are subject to:

Budget and appropriation by the governing bodjes of the Parties, which budget and appropriation shall not be unreasonably withheld.
Submittal by the District of all requir,ed, pursuant to tqis I.nterlocal Agreement, or otherwise reasonably requested plans, specifications, contracts or other obligating documents by the City or Agency and material compliance with the terms of this Interlocal Agreement and the Development, :Agreement,· tp the extent the Development Agreement applies to the Project,

Section 2.09. Selection of',·Cont ractor. Th · Dist rict shall be responsible for procuring its own construction contractor Jor perform nc of the  work  related  to  the  Project. The District shall utilize a competitive q_idding prb<;;ess to select the contractor to construct the Pr oje,ct t o tlie_  xtent requ fo -d a nd ,i,rt a  c_pr da_nce·wilh Florida Law.

Section  2.10.  Submission  of  Proce edines ,  Contracts  and  Other  Documents. The District shall submit ' to the City and Agency such data, reports, records, contracts, schedule ofvaliies and oth r supporting documents relating to the Project as the City and Agenc, y fnay reason bly reqt:1:ire for disbur_ etnerit _of funds; a list of the required supporting docurt\entation the City and Agency shall require for disbursement of funds  is attached hereto as Exhibit C. Reqqired Docµmentation. Such documentation may be submitted to the City and Agency as soon as it is available but in no event later than 120 days after final completion of the Project. In any event; the City and Agency shall  have the right to review all Project documents and, upon request by the City or Agency, to participate in  meetings and other activitie related to construction of the Project as  the  Parties  may  deem  reasonably appropriat . The District will require the posting of a Florida Statutes, Section
255.05 Payment and Performance Bond by the construction contractor for the Project. The District will ensure that no liens shall be placed on the Project.

Section 2.11. Re quisitions and Payments. Requests for reimbursement for fees  or other compensation for services or expenses incurred shall be submitted in sufficient detail for a proper pre-audit and post-audit thereof.

ARTICLE III MISCELLANEOUS PROVISIONS

Section 3.01. Expiration of lnterlocal A eement. The District  agrees  to  complete the Project prior to the commencement dates set out in the Development
Page 5 of 14

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Agreement for each respective component of the Project. If the District does not complete the Project by December 31, 2020, except as provided for herein, this Interlocal Agreement will expire on the last day of the scheduled completion as provided in this section unless an extension of time is requested by the District and granted in writing by the City and Agency prior to the expiration of this Interlocal Agreement. The City shall reimburse the District for the Project portions completed and that has such supporting documentation as required herein and the District agrees to coordinate with the Parties in the efficient and timely transition of completion of the remaining Project or portions thereof to the Agency or the City, as may be required, including but not limited to the ;;tss_ignment of any contracts and warranties, as may be relevant, transfer of all permits, do-c:uments, plans, specifications and other related documentation.

Section 3.02. Limitations on Governmental Liability, Nothing in this Interlocal Agreement shall be deemed a waiver of immunity 'limits of liaqility of the City, the Agency or the District beyond any statutory limifod waiver of immuqify or limits of liability contained in §768.28, Florida Statutes, as amended, or other statute_. Nothing in this
Interlocal Agreement shall inure to the benefit of any third party .f o'r the  purpose  of allowing any claim, which would otherwise be ):nirrecl 4nder the Doctr ne, of Sovereign Immunity or by operation of law.

Section 3.03. Ne otiation at\Arni's.Len h. Thi ln.te rlocal Agreement has been negotiated fully between.the_ Parties as,ah arrr i's.J :it gth trans?ctton and with the assistance of  legal  counsel.    T,lfe  P,a.r_ties.  particip,ated  fµ-l1y  iQ.  the  preparation  of  this  Interlocal Agreement.   In the(cas.e·of a di5p'ut e concerni-rig the interpre,tation of any provision of this Interlocal Agreement, the Parties .are deemed to have drafted, chosen, and selected the language,  and  the langl,\age  in  questi _on  will·-i:iot  be interpreted  or construed  against  any party.

Section 3.04. Nqtices. Ap,y notices required or allowed to be delivered shall be in writing and be deemed to be delivered when: (i) hand delivered to the official hereinafter designated; ot (ii) upon r_eceipt of su h notice when deposited in the United States mail, postage   prepaid,   certified   mail,  return   receipt  requested,  addressed   to  a   party  at the
address  set for_th   opposite  the party's  name below, or at such  other address as the party
shall have specified .py written notice to the other party delivered in accordance herewith.

If to the City:

With Copy to:

If to the Agency:
City Manager 300 S. Adams St.
Tallahassee, Florida 32301

City Attorney
300 S. Adams St., Box A-5 Tallahassee, Florida 32301

Blueprint Intergovernmental Agency 315 S. Calhoun St., Suite 450
Tallahassee FL 32303

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Attn:	Benjamin Harrison Pingree Director of PLACE

With Copy to:	 	

Blueprint Legal Counsel
315 S. Calhoun St., Suite 450
Tallahassee, FL 32303
Attn:	Patrick ,T. Kinni, Esq.

If to the District:

With Copy to:
Canopy Community Development District
135  West' Centrc1f Bivd, Suite 320
Orlando, FL 32801
Attn: District Manager

Hqpping Green & Sams, I\A:. 119, . Monroe.Street, Suite N,9 Tallahas"s  ee../. , Flo.r'   id a 32301 Attn: Jenhifer L. Kilinski

Section 3.05. Default.    Each'  o'f  the.  Par-ties  heret_o· shall   give  the   other  Parties written notice of any clefault hereund- r and shc;1il allow th defaulting party fifteen (15) days from the date Qf Its r.e_c;_e ipt of such 'Q.dtice wfth\n which ,to cure any such defaults or, if it cannot be curec;f within the, fifteen (fSJ days, 'to cblJ!ni nce and thereafter diligently pursue to completio·n good faith ,effo rts to ef{ect such cure and to thereafter notify the other parties  of  the actual  c:ure  of  any suc_h  defaults.   If the  District's  non-performance of any obligation,    hereu·nder  is directly due to an event of Force Majeure, the District shall not be
deemea
,to
he	in .qe fault	The District _s hall he given an amount of time reasonably
necessary to cure such non-performance, and the District shall act in good faith to cure such non performance during suc,h t ime.

Section-3.06. Force Maieure. Except for any payment obligation by either party, if any Party is un ble to perfor;m, or is delayed in its performance of any of its obligations under this Interlocal Agreement by reason of any event of Force Majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the Parties to correct the adverse effect of such event of Force Majeure.

An event of "Force Majeure" shall mean the following events or circumstances to the extent that they delay the Parties from performing any of its  obligations  (other  than payment obligations) under this Interlocal Agreement: acts of God, natural disaster, accidents, fire or other casualty, earthquake, hurricane, tornadoes,  named  storms,  flood, war, riot, intervention by civil or military authorities of government, insurrection, or other civil commotion, governmental action (except that, as to the Agency and City, governmental action shall exclude any governmental action or inaction with respect to the granting or withholding of any governmental approvals or permits needed for the development of the Project within the control of the City or the Agency), material shortages, industry wide
 	·: ,:;;;;..._.. 

strikes, boycotts, lockouts or labor disputes or any other similar or like event or occurrence beyond the reasonable control of a Party (or any Design Professional, Consultant, or Contractor, of any tier) hereto, that causes such Party to be delayed or hindered in, or prevented from, the performance of any covenant or obligation hereunder.

In order to be entitled to the benefit of this Section, a party claiming an event of Force Majeure shall be required to give prompt written notice to the other party specifying in detail the event of Force Majeure and shall further be required to diligently proceed to correct the adverse effect of any Force Majeure. The terms/  of this Section shall survive the termination of this Interlocal Agreement.

Section 3.07. In demni fication , Performance and Payment Bond, and Insurance.  To the extent permitted by law and- without wa1vJrig_any limitations of liability including sovereign immunity afforded the JJistriet, the DistriGt Shall indemnify and save harmless the Agency, the City, and thefr prficials and  empi'oye·es  (the  "Indemnified Parties"), from all losses, damages, costs, exgertses, liability, claims, actions, and judgments of any kind whatsoever brought or asserted _ against,/or· incurred by, the  Indemnified Parties, including without limitation attorney's fee a'rrtl c9sts of litigation:'tQ the extent that the same arise out of or are cause«;! by any act or om1ssfon of the District or its contractor,
or sub-contractors, or their emplorees -Q·r Project or this Interlocal Agreement.
agents, ati irtg from the construction of the

The DistricVsh9II also. cause the Agenty and··Cjcyto be named as an additional insured with respect to insur:ance cover:age, other thart Worker's Compensation or Professional  Liability, provided 1by  he  Distrt t's construction  contractor  and will  provide the Agency and City with .a -copy of any certifi<;ations of coverage received by the District from its' Const ruct.ton contraftor. InsliraQ.ce covepige will be provided in accordance with requi(ements of the constntction contra:Gt, Additionally, the District will require its construc:tion contractor to post a performance and payment bond for all work under the constructipn contract, inclqding the project, and will ensure that the Agency and City are named as a b  _neficiary or ins.ured under such bond with respect to the Project.

Section 3.Cl8. Other A reements. Nothing in this Agreement shall be construed as superseding, altering or amending the conditions and terms of any agreement between Ox Bottom, the Agency and/or the City, including but not limited to the Development Agreement, or any applicable Development Order approved, or regulation issued  by  the City.

Section 3.09. Ass il::nment or Transfer.    No party may assign or transfer its rights or obligations under this Interlocal Agreement to another unit of local government, political subdivision or agency of the State of Florida without the prior written consent of the other parties. No party may transfer its rights or obligations under this Interlocal Agreement to a private party or entity.

Section 3.10. Bindin	Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors.
-- ---  -=  - -- ·	

Section 3.11. Amendment. Any amendment to or waiver of the provisions of this lnterlocal Agreement must be in writing and mutually agreed to by the Parties.

Section 3.12. Filing. After approval of this Interlocal Agreement by the respective governing bodies of the Parties and the execution thereof by the duly qualified and  authorized officers of each of the Parties hereto, this Interlocal Agreement  shall  be filed with the Clerk of the Circuit Court of Leon County, Florida, in accordance with the requirements of Section 163.01(11) of the Cooperation Act.

Section 3.13. Applicable  Law and  Venue;  Waiver  of  Jury Trial.   This  Interlocal Agreement and the provisions contained herein shc;1U be governed by and construed in accordance with the laws of the State of Florida. In.any action,,in equity or law, with respect to the enforcement or interpretation of this lntedocal Agreement, venue shall be in Leon County, Florida.  The Parties waive the right to/  tr ia!-by jury in any di pute or litigation arising from, concerning or relating to this Interloc l Agreement.

Section 3.14. Severability. If any part ,of this InterJocal Agre ment is  held  by  a court of competent jurisdiction to be. invalid, illegaJ or;unenforc eable, such) riyalid, illegal or unenforceable part shall be dee ed severable and, the/ remaining parts of this Interlocal
Agreement shall continue in full forfe an.fl effect provld , d that the rights and obligations of the parties are not materially prejud{ced, anri the int enfiq_·n, s .pf the Parties can continue to be effected.

Section 3.-15  . Construction.	T_his	Interlocal   Agre ment   is   the   result   of   the
negotiations among _and between the Parties such that all Parties have contributed materially and substantially to. ;its preparaticm and shall not be construed more strictly against one Party than the-9ther.
Section 3.16. ·JSo'  Waiver.   The failure of any Party to require performance  of any
duty  or .condition  unde:r  _thi s  Iriteriocal  Agreement  shall  not  affect  the  Party's  right to
require per(ormance at any time the-reafter, nor shall the waiver of any condition, breach or default  under this_ Interlocal,Agreement constitute  a waiver  of any subsequent  failure of such condition, breach or def ult.

Section 3.17. Entire A reemen t. This instrument and its exhibits constitute the entire agreement be e n· the Parties and supersede all previous discussions, understandings and agreements between the Parties relating to the subject matter of this Interlocal Agreement.
Se ction 3.18. Public Records. The Parties understand and acknowledge that Chapter 119, F.S., may be applicable to documents prepared in connection with  this lnterlocal Agreement and the Project, and each Party agrees to cooperate with any public record requests made thereunder.

Section 3.19. Effective Date. This Interlocal Agreement shall become effective upon the date of execution by the authorized representatives of the Parties and in accordance with the requirements of the Cooperation Act.
Page 9 of 14
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Section 3.20	Construction Engineering Inspection.

Pursuant to Sections 190.011, 190.033 and 287.055, Florida Statutes, the District and the City are required to undergo a competitive  negotiation  process  to procure professional engineering services. The District and  the City agree that it is in the best interest of the Parties to jointly retain professional engineering services to oversee the construction of the Project. Accordingly, the District shall initiate the requisite process on behalf of itself and the City to provide for the selection   of   an   engineering   firm   that   meet _s,  the    minimum   qualifications
necessary  to  fulfill  the   obligations  provide,_d  herein.	In  no  event  shall  the
engineering firm selected be an entity related by ownership to the contractor selected by the District for construction of the Project nor shall the engineering firm selected have served as the design engineer f9r'the plans which serve as the
basis for permitting the Project. '.fhe selection ofa:p. engineering firm shall be made  jointly by the  City, through '  Its_ representative, anQ the  District, through its Board  of Supervisors.  Upon seie. tfon  of the  professional engineering firm, the
District   and   the   City   will   jointly  ·ret ai n   the   firm   to   pr9vi(ie  construction
engineering and inspe<;:tiQn services ("C:Ef') fo_r all constructi9n '.a ctivities and certain CEI services fot,the Project. Said, 'costs shall be added to the total  project costs as outlined in Sect19n .'2-.Q'l' o f this Inter:_local Agreement and shall be 100% eligible for reimbursement above and. beyond #ie $7.050 million not to exceed figure set forth he_rein.  In th   eyent th   City and ·o_Jst  r ict disagree on selection of the  pro fe s_s fon  l g_ngineer to pi:ovide tne  <;A_(s er:vices,.the City and District herein commit fo att empt'  i-11 good fait ,tof esolve sucl:i disagreements  and additionally agree to th   fo_llowing  d1spute res.olution  procedures for the  limited  purposes of this  Section  3.20,   If ,a gree J'!}e  nt  is  pot  reached  on  selection  of  the professional
.engfrieer   to  pt qvid'e  the  ½EI servfo s  within  ten  (10)  days  after  the public
qpening of qualificcltions receivJ d, the 'City and District agree that the designated
project  man?ger fo, r	at h  Party shaft  meet within  the  next  ten  (10)  days and
attempt to joi tly recommend selection of a professional  engineer  to  the  City and District. However, if th,e City and District still cannot agree on a selection of professional engineer after the public opening of qualifications received, then each P rty shall select its own professional engineer to perform CEI services and the provisions of this Section 3.20 relating to sharing such expenses shall be null and void. In such event, each Party shall bear its own costs for such services and any such costs. shall not be attributed toward the City's total contribution for construction of the Project as defined in Section 2.07 of  this  Interlocal Agreement nor the District's total costs for construction of the Project for purposes of calculating the City's share of construction costs.

If the City and District agree on the selection of a CEI firm, such firm shall be obligated to the City and District jointly and shall review on behalf of the City and District all deliverables required by its agreement with the Parties, including but not limited to the shop drawings and other contractor submittals relevant to the Project. The CEI firm shall report its findings and/or observations of non­ compliant work to the Parties through the City and District's respective project managers.

Page 10 of 14

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If the City and District agree on the selection of a CEI firm, such firm shall be responsible for verification testing related to the Project and oversight and administration of the construction contract, including providing the necessary supervision and inspection to ensure that construction of the  Project  is performed in compliance with the requirements of the construction contracts. Alternatively, the City and District will ensure that the CEI firm it retains assumes these over sight responsibilities.

Section 3.21 Incorporation of Exhibits.
Exhibit A, General Project Description and Scope of Services;  Exhibit  B, Project Costs Estimate; Exhibit C, Project Docu111entation; Exhibit D, Repayment Schedule; and Exhibit  E, Development Agreement  a_re  eac;h attached  hereto and shall be deemed incorporated herein and made Bart of this lnterlocal Agreement.
Section 3.22 Precedence Order.

Provisions	in   the	following   dqcuments	hall	be   cbQsidered	to	take precedence and prevail ov_er one another, w4en said provisions are ·iwt onflict, in the
following order:

Interlocal Agreement.
ExhibitA,  Ge_neral  Project Descr;i pt k_m and· s  op,e  of Services.
E,,diibiJ-8 -Rroj ct Costs-	stiruat e '.	,
Exhibit C, Project Documerifatjon.
Exhibit:D, Repayment Sche<;I.ui .
ExhibitE; Develo1iment Agre ment.

[REMAJNDEB. OF PAGE'lNJENTIONALLY LEFT BLANK]

Page 11 of 14

··s· · - n

IN WITNESS WHEREOF, the Parties hereto, by and through the undersigned, have entered into this Interlocal Agreement on the date and year first above written.

CITY OF TALLAHASSEE, FLORIDA

ATTEST :	John Dailey, Mayor

------ City Clerk

STATE OF FLORIDA} COUNTY OF LEON}
The	foregoing	instrument	was	ackn·o}Vle dgeci	before	me,	his	_	day	of
 	   201 8,	by   -	-	.....,._-	-	-	--'-<--	and	-	-	-	-	-	--J	as	the
 	  and	City Cler k. of j:lte City of T--?llahassee, Florida, and who have
acknowledged that they executed th same..prr,b e half oh µ,e City of Tallahassee, Florida and
that  each  was  authorized  to  do  so.  \  E' a  ch  ls -.personally, known  to  me  or  has  produced
 	  s' ftlenti fic tion.

In witness whereof, I hereunto set rrty hand and offh::ial seal.

Notary Public, State of Florida

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Page 12 of 14
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CANOPY COMMUNITY DEVELOPMENT DISTRICT

By:_	_	_	_
_	_	_
_	_	_
ATTEST :
Name: Tom Asbury Title:	Chairman

Name: _ _
_ _ _ _
_ _ _
Title: Vice Chairman

STATE OF FLORIDA } COUNTY OF LEON }
The  foregoing  instrument  wa, s :a   k:howledge  d 'b  fore  me  this  _	day of   		_,
2018,  by  Tom Asbury and	. , a5. i he . Chairmaµ bf the  Board  of Supervisors  and Vice Chairman of the Board of Sup rvisors .(or- the Canppy Community Development District, and  who hav,e' a cknowledged  th t-they executed the' s   rpe on  behalf of the  Canopy
Community Develqpme,nt bisti:-ict and  tha e   h'wa·s  aut-h_oriz.  d to do so.  Each is personally
.	'
known tome.

In witness whereof, f hefeun,to set my ha.n d and official seal.

Notary Public, State of Florida

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
- ::..-   .	

LEON COUNTY-CITY OF TALLAHASSEE BLUEPRINT INTERGOVERNMENTAL AGENCY

By: 		_ Curtis Richardson
Its:	Chairman

Date: 	_

APPROVED AS TO FORM:
Blueprint Intergovernmental Agency

By:    		_ Patrick T. Kinni, Esq.

ATTEST:

By:   -	-	-	-	-	...... 	'­
James 0. Cooke,Jv·
CityTreasurer Cler .k
- -:- •-    --;	-	·-     --:::-	--
--	:..,;,.;. 	,.            =

BLUEPRINTee
I NTER G OVER N MENTA L AGE N CY

-	-  -  -	-	-

p. lof4

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: _            ,_      "':;!d;;"-     .  •	.--.- --- .=- ..

BLUEPRINT•
INTERGOVERNMENTAL AGENCY

Project Scope of Services

The Project scope shall consist of the complete design and construction of Welaunee Boulevard as a four-lane divided roadway with a landscaped median from Main Street (Station 14+20) to the east perimeter ofthe Canopy Development District (CDD) Parcel at 68+40. The construction within Segment 2, as delineated on the attached project map, shall consist of the installation of two additional roadway lanes creating a turnkey 4-lane roadway throughout the section seamlessly matching/connecting to the existing 4 lane roadway within Segment 1. The construction within Segment 3, as delineated on the attached map, shall consist of the complete installation of a 4-lane roadway with all applicable intersections, ingress and egress to adjacent properties, intersections, etc., as defined below and shall seamlessly connect to Segment 2 of the Project.
The roadway shall include at a minimum, all components of the approved roadway typical section (attached) as well as all utility construction per the current edition of the City of Tallahassee's Technical Standards for Water and Sewer Construction. Utilities shall include, but not be limited to, potable water mains with all ancillary appurtenances, sanitary sewer mains with all ancillary appurtenances, storm sewer pipes with all associated inlets and structures to form a closed drainage system, natural gas mains with all associated appurtenances, underground electrical duct bank with associated switching cabinets, pull boxes and ancillary structures, communication conduits, reclaim water mains and irrigation mains, laterals, sprinkler systems and irrigation control systems within the medians and along the landscaped areas on both shoulders of the proposed roadway. The roadway shall also contain at a minimum, enhanced street lighting along both sides of the roadway (to match existing), and all appropriate traffic control devices.
The Welaunee Boulevard right-of-way through Segments 2 and 3 of the COD shall include a 12 foot shared use path with a 10-feet-wide planted buffer between the back of curb and the path on the north side of the roadway. The roadways shall consist of 5-feet-wide bike lanes in each direction and two eleven-feet-wide travel lanes on each side of a variable width median (See the attached approved typical section). Curb and gutter shall be provided along the perimeters of each side of the roadway and along both sides of the median. The south side of the right-of-way shall contain a 10-feet-wide planting strip and a 6-foot concrete sidewalk with green space to the right-of-way perimeters. Landscaping along the roadway perimeters and within the median shall be coordinated with, and approved by, the City of Tallahassee Beautification and Solid Waste Department. All areas outside of the roadway, paths and sidewalks shall be sodded with Centipede sod unless otherwise specified by the City of Tallahassee Beautification and Solid Waste Department.
Design and Construction Requirements
Design

This design shall consist of a four (4) lane divided roadway with curb and gutter and closed drainage and shall be approved by the City of Tallahassee Public Underground Utilities and Infrastructure Department. The design speed is to be 45 miles per hour with a posted speed of 35 miles per hour. All intersections shall be modeled for intersection selection by the City of Tallahassee.

p. 2 of4

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	 --- --- 

BLUEPRINT•
INTERGOVERNMENTAL AGENCY

The COD shall provide, at a minimum, engineering design, all necessary permits, third party and utility coordination and design project management services to produce construction plans for the roadway corridor. The CDD is responsible for obtaining all permits and agreements from agencies with jurisdiction on the corridor.
Further, the COO is to provide geotechnical investigations, environmental investigations, and environmental compliance monitoring consistent with regulatory agency permit and agreement requirements.
Construction

The scope of the construction phase of the Project shall include, but not be limited to the complete installation of all elements listed within the project scope of services and any ancillary items necessitated by standard practices for roadway, utility and landscaping construction. The CDD shall comply with all City of Tallahassee and Blueprint Intergovernmental Agency procurement policies and Project Closeout Procedures which shall be made a part of the agreement. Additionally, the CDD shall provide complete Construction Engineering and Inspection services throughout the construction process with reports to the City of Tallahassee and to the Blueprint Intergovernmental Agency.
Schedule

The CDD shall provide, for approval, a detailed design schedule to Blueprint within ten (10) business days of the execution of the lnterlocal Agreement. The District shall maintain this schedule and provide updates to the City and to Blueprint on a monthly basis.
The District shall provide for approval, a detailed construction schedule to Blueprint prior to the initiation of construction activities for Segments 2 and 3. Clear benchmarks are to be established by the District through coordination with Blueprint staff to assist in tracking construction progress. A zero float schedule will not be accepted. These benchmarks shall be included in the construction schedule and updated monthly at a minimum.
Upon acceptance of each schedule by the City of Tallahassee and by the Blueprint Intergovernmental Agency, the schedules will become a part of this agreement.

p. 3 of4

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EXHIBIT B-1

COST ESTIMATE	WELAUNEE BLVD: 14+20 TO 22+00
Description	Unit	Quantity	Unit price	Total Amount	
Mobilization	LS	1	$50,000.00	$50,000.00	
Maintenance of Traffic	LS	1	$500.00	$500.00	
Erosion Control	LS	1	$8,500.00	$8,500.00	
Clear and Grub	ACRE	2	$5,500 .00	$11,000.00	
Earthwork	CY	1420	$9.00	$143,896.00	
Geogrid (Soils reinforcement)	SY	4620	$12.50	$57,750.00	
8" Roadbase	SY	3950	$16.00	$63,200.00	
4" Type SP Asphalt	TON	860	$120.00	$103,200.00	
Asphalt Trail - 10'	SY	1,795	$25.00	$44,875.00	
Asphalt Sidewalk - S'	SY	1,325	$25.00	$33,125.00	
Concrete Sidewalk - 5'	SY	1,325	$45.00	$59,625.00	
Curb and gutter	LF	3,650	$18.00	$65,700.00	
Storm Drainage	LS			$141,750.00	
					
Sod	SY	8,950	$3.50	$31,325.00	
Landscaping	LS	1	$100,000.00	$100,000.00	
Brick Pavers	SY	0	$0.00	$0.00	
Testing	LS	1	$15,000.00	$15,000.00	
Layout	LS	1	$15,000.00	$15,000.00	
Asbuilts	LS	1	$20,000.00	$20,000.00	
Signs and Striping	LS	1	$10,000.00	$10,000.00	
					
Total				$974,446.00	
EXHIBIT B-2

COST ESTIMATE	WELAUNEE BLVD: 22+00 TO 48+00
Description	Unit	Quantity	Unit price	Total Amount	
Mobilization	LS	1	$10 0,000 . 00	$100,000.00	
Maintenance of Traffic	LS	1	$500 .00	$500.00	
Erosion Control	LS	1	$ 28,200.00	$28,200.00	
Clear and Grub	ACRE	10.8	$5,500.00	$59,400.00	
Earthwork	LS	1	$476,800.00	$476,800.00	
Geogrid (Soils reinforcement)	SY	23,995	$12.50	$299,937.50	
811   Roadbase	SY	20,134	$16.00	$322,144.00	
4" Type SP Asphalt	TON	4,430	$120.00	$531,600.00	
Asphalt Trail - 10'	SY	2,652	$25.00	$66,300.00	
Asphalt Sidewalk - 5'	SY	2,297	$25.00	$57,425.00	
Concrete Sidewalk - 5'	SY	1,673	$45.00	$75,285.00	
Curb and gutter	LF	9,928	$18.00	$178,704.00	
Storm Drainage	LS			$657,155.00	
					
Sod	SY	19,980	$3.50	$69,930.00	
Landscaping	LS	1	$200,000.00	$200,000.00	
Brick Pavers	SY	400	$8.00	$3,200.00	
Testing	LS	1	$50,000.00	$50,000.00	
Layout	LS	1	$50,000.00	$50,000.00	
Asbuilts	LS	1	$ 25,000.00	$25,000.00	
Signs and Striping	LS	1	$45,000	.00	$45,000.00	
					
Total				$3,251,580.50	
EXHIBIT B-3

COST ESTIMATE	WELAUNEE BLVD: 48+00 TO 68+40
Description	Unit	Quantity	Unit price	Total Amount	
Mobilization	LS	1	$132,000.00	$132,000.00	
Maintenance of Traffic	LS	1	$500.00	$500.00	
Erosion Control	LS	1	$25,200.00	$25,200.00	
Clear and Grub	ACRE	6.85	$5,500.00	$37,675.00	
Earthwork	LS	1	$435,600.00	$435,600.00	
Geogrid (Soils reinforcement)	SY	22,300	$12.50	$278,750.00	
8" Roadbase	SY	14,053	$16.00	$224,853.33	
4" Type SP Asphalt	TON	3,122	$120.00	$374,640.00	
Asphalt Trail - 10'	SY	2,267	$25.00	$56,666.67	
Asphalt Sidewalk - 5'	SY	2,221	$25.00	$55,533.33	
Concrete Sidewalk - 5'	SY	1,133	$45.00	$51,000.00	
Curb and gutter	LF	8,160	$18.00	$146,880.00	
Storm Drainage	LS			$498,000.00	
					
Sod	SY	23,540	$3.50	$82,390.00	
Landscaping	LS	1	$200,000.00	$200,000.00	
Brick Pavers	SY	950	$8.00	$7,600.00	
Testing	LS	1	50,000	$50,000.00	
Layout	LS	1	50,000	$50,000.00	
Asbuilts	LS	1	25,000	$25,000.00	
Signs and Striping	LS	1	42,000	$42,000.00	
					
Total				$2,774,288.33	

Exhibit C, Project Documentation

Welaunee Boulevard, Segments 2 and 3, Project Documents needed before repayments contemplated by the lnterlocal Agreement.

Final Construction Plans, Specifications and Permits
City Acceptance of Final Construction Plans and Specifications
Contractor Name/Construction Engineering and Inspection Name
DBE/MBE Participation
Original Contracted Cost/Final Contracted Cost
Date Contract Began/Date Contract Time End
Original Contract Days
Final Contract Days
Time Overruns/Underruns
Quantity Overruns/Underruns
Final Invoice
Must show Final Construction Project Cost and Final Plan Quantities
Supporting Documentation must attest that all DBEs and Subs have been paid
Construction Completion - Final Inspection and Acceptance Date by City
Permit(s) Close-Out
As-Built Plans
City Acceptance of As-Built Plans
Materials Certification
Contractor  Warranties
Right-of-way donation and transfer to the City
City Acceptance of maintenance responsibilities

EXHIBIT D, REPAYMENT SCHEDULE

City to District Welaunee Boulevard Segments 2 and 3 Construction Cost Repayment Schedule.
Any repayment by the City to the District is specifically contingent upon compliance with all material terms of the lnterlocal Agreement, and shall be made per completed part of the Project as set forth in Table 1, below:

Table 1.

Exhibit B-1	Exhibit B-2	Exhibit B-3	Total	
Welaunee Blvd. 14 + 20 to 22 + 00	Welaunee Blvd . 22 + 00 to 48 + 00	Welaunee Blvd. 48 + 00 to 68 + 40		
Amount not to exceed $974,446.00	Amount not to exceed
$3,251,580.50	Amount not to exceed
$2,774,288.33	Amount not to exceed $7.05 million	

Agency to City Welaunee Boulevard Segments 2 & 3 Construction Costs Repayment Schedule.
Any repayment by the Agency to the City is specifically  contingent upon compliance with all material terms of the lnterlocal Agreement, and shall be made per completed part of the Project as set forth  in table 2, below:

Table 2.

FY 2020	FY 2021	FY 2022	Total	
Amount not to exceed $1 million	Amount not to
exceed $1.3 million	Amount not to
exceed $4.75 million	Amount not to exceed $7.05 million	

SECTION VI11

S	E C	Tt·ON C

. S	ECTION 1

•	•	•	•	•	•	•	•	•	•	•	•

••	••
•••••

Canopy
Community Development District

Unaudited Financial Reporting
October 31, 2018

•	•	•	•	•	•	•	•	•	•	•	•	•	•	•

Table of Contents

1	 	Balance Sheet 

2-3	 	General Fund Income Statement 

4	 	Debt Service Fund - Series 2018A-4 

s	 	Debt Service  Fund  - Series 2018A-1

 	Debt Service Fund - Series 2018A-2 

 	Debt Service Fund - Series 2018A-3

Capital Project Fund 

9-10	 	Month to Month 

11	 	De veloper Contributions Schedule 

Canopy
COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET
October 31, 2018

 	GENERAL		CAPITAL PROJECT

ASSETS:			
CASH	$121,567	$0	
DUE FROM DEVELOPER	$35,277	$0	
DUE FROM CAPITAL	$86,883	$0	

TOTAL ASSETS	 	$243,726	$0

LIABILITIES:			
ACCOUNTS PAYABLE	$224,659	$0	
CONTRACTS PAYABLE	$0	$78,180	
DUE TO CAPITAL	$0	$0	
DUE TO DEVELOPER	$0	$1,697,380	
DUE TO GENERAL FUND	$0	$11,209	
FUND EQUITY:
FUND BALANCES: UNASSIGNED	

$19,068	

($1,786,770)	
TOTAL LIABILITIES & FUND EQUITY	$243,726	$0	
Canopy
COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND
Statement of Revenues & Expenditures For The Period Ending October 31, 2018

	ADOPTED BUDGET	PRORATED BUDGET 10 31 18	ACTUAL 10 31 18	
VARIANCE			
REVENUES·							
ASSESSMENTS -TAX ROLL		$29,760	$0	$0	$0		
ASSESSMENTS - DIRECT		$105,692	$0	$0	$0		
DEVELOPER CONTRIBUTIONS		$185,273	$15.439	$10,597	($4,842)		
INTEREST		$500	$42	$0	($42)		
MISCELLANEOUS INCOME		$2,500	$208	$0	($208)		
TOTAL REVENUES		$323,725	$15,689	$10,597	[$5,092J		
EXPENQITIIRES:							
ADMINTSIRA TIVE							
ENGINEERING		$12,000	$1,000	$0	$1,000		
ARBITRAGE		$2,400	$200	$0	$200		
DISSEMINATION		$8,000	$667	$0	$667		
ATTORNEY		$25,000	$2,083	$0	$2,083		
ANNUAL AUDIT		$5,000	$417	$0	$417		
TRUSTEE FEES		$10,000	$833	$0	$833		
ASSESSMENT ADMINISTRATION		$0	$0	$2,500	($2,500)		
MANAGEMENT FEES		$35,000	$2,917	$2,917	($0)		
INFORMATION TECHNOLOGY		$2,500	$208	$50	$158		
TRAVEL		$250	$21	$0	$21		
TELEPHONE		$250	$21	$0	$21		
POSTAGE,		$1,500	$125	$4	$121		
PRINTING & BINDING		$1,500	$125	$106	$19		
INSURANCE		$6,000	$6,000	$5,000	$1,000		
LEGAL ADVERTISING		$5,000	$417	$0	$417		
OTHER CURRENT CHARGES		$1,000	$83	$81	$3		
OFFICE SUPPLIES		$1,000	$83	$21	$63		
DUES, LICENSE & SUBSCRIPTIONS		$175	$175	$0	$175		
TOTAL MAINTENANCE EXPENDITURES		$116,575	$15,375	$10,678	$4,697		

2
Canopy
COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND
Statement of Revenues & Expenditures For The Period Ending October 31, 2018

	ADOPTED
BUDGET	PRORATED
10  31	BUDGET
18	ACTUAL 10 31 18		
VARIANCE		
MAINTf?NA NCR								
CQMMQN ARHA
LANDSCAPE MAINTENANCE		
$62,500		
$5,208		
$0	
$5,208	
LANDSCAPE CONTINGENCY		$12,500		$1,042		$0	$1,042	
PLANT REPLACEMENTS		$7,500		$625		$0	$625	
IRRIGATION - REPAIRS		$5 ,000		$417		$0	$417	
IRRIGATION - WATER		$10,000		$833		$0	$833	
IRRIGATION - ELECTRIC		$2,500		$208		$0	$208	
WETLAND MAINTENANCE		$3,750		$313		$0	$313	
WETLAND MITIGATION REPORTING		$1,250		$104		$0	$104	
LAKE MAINTENANCE		$7,500		$625		$0	$625	
REPAIRS & MAINTENANCE		$1 2,500		$1,042		$0	$1,042	
OPERATING SUPPLIES		$1 ,250		$104		$0	$104	

AMRNTTY CHNTf?R								
AMENITY MANAGEMENT STAFFING	$18,750	$1,563	$0	$1,563				
POOL ATTENDANTS	$3,750	$313	$0	$313				
JANITORIAL	$3,750	$313	$0	$313				
POOL MAINTENANCE	$3 ,750	$313	$0	$313				
POOL CHEMICALS	$1,875	$156	$0	$156				
POOL PERMITS	$188	$0	$0	$0				
POOL - ELECTRIC	$3 ,75 0	$313	$0	$313				
POOL-WATER	$250	$21	$0	$21				
TELEPHONE	$625	$52	$0	$52				
WATER/SEWER	$1,250	$104	$0	$104				
GAS	$125	$10	$0	$10				
TRASH	$600	$50	$0	$50				
PEST CONTROL	$300	$25	$0	$25				
TERMITE BOND	$188	$16	$0	$16				
INSURANCE-PROPERTY	$6 ,250	$6,250	$0	$6,250				
CABLE/INTERNET	$1,875	$156	$0	$156				
ACCESS CARDS	$625	$52	$0	$52				
ACTIVITIES	$3 ,750	$313	$0	$313				
SECURITY/ ALARMS/REPAIR	$8 ,750	$729	$0	$729				
REPAIRS & MAINTENANCE	$8,750	$729	$0	$729				
OFFICE SUPPLIES	$500	$42	$0	$42				
HOLIDAY DECORATIONS	$1 ,250	$104	$0	$104				

QilJ.E.B.								
CONTINGENCY	$1 ,250	$104	$0	$104				
CAPITAL RESERVE	$8,750	$0	$0	$0				
TOTAL MAINTENANCE EXPENDITURES	$207,151	$22,247	$0	$22,247				
								
TOTAL EXPENDITURES	$323,726	$37,622	$10,678	$26,944				
								
EXCESS REVENUES (EXPENDITURES)	[$1J  		[ $81 J	 						
FUND BALANCE - Beginning	$0	$19,148						
								
FUND BALANCE - Ending	$0	$19,068						
3
Canopy
COMMUNITY DEVELOPMENT DISTRICT

DEBT SERVICE FUND ASSESSMENT AREA 1-SERIES 2018A-4
Statement of Revenues & Expenditures
For The Period Ending  Oct ober 31, 2018

REVENUES

ASSESSMENTS - TAX ROLL INTEREST

$	65,425    S
$	250	S

$	- s
s	- s

TOTAL REVENUES

65,675    S	-   $	-   $	- 1

EXPENDITURES

INTEREST -11/1 PRINCIPAL - 5/1 INTEREST - 5/1

TOTAL EXPENDITURES

EXCESS REVENUES (EXPENDITURES} FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$	9,470    $	-  $	-  $
$	30,000   $	-   $	-  s
s	25,069    $	-  $	-  s
I s	 	64,539    s	-    $	-  s		- I
Is	 		1,136	$	 I s	 		9,471	$		 I s		10,607	$
Canopy
COMMUNITY DEVELOPMENT DISTRICT

DEBT SERVICE FUND ASSESSMENT AREA 2 -SERIES 2018A-1
Statement of Revenues & Expenditures
For The Period Ending  October 31, 2018

REVENUES

ASSESSMENTS - DIRECT INTEREST
$	203,045   $
s	250   $
$	-   $
$	-   $
TOTAL REVENUES	203,295    $	-   $	-   $	- I

EXPENDITURES

INTEREST - 11/1 PRINCIPAL- 5/1 INTEREST - 5/1

TOTAL EXPENDITURES

EXCESS REVENUES (EXPENDITURES) FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$	25,521   $	-  $	-   $
$	70,000   $	-  $	-  $
$	67,555   $	-  $	-  $
I s	 	163,076     $	-  $	-    $				- I I s	 		40,219		s			 I s	 		25,521		s		 I s			65,740		s
Canopy
COMMUNITY DEVELOPMENT DISTRICT

DEBT SERVICE FUND ASSESSMENT AREA 2  -SERIES 2018A-2
Statement of Revenues & Expenditures
For The Period  End ing  October 31, 2018

REVENUES

ASSESSMENTS - DIRECT INTEREST
$	319,485   $
$	250  $
$	-    $
$	-   $

TOTAL REVENUES
($	319,735   $	-   $	-  $	- I

EXPENDITURES

INTEREST - 11/1 INTEREST - 5/1

TOTAL EXPENDITURES

EXCESS REVENUES (EXPENDITURES) FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$	60,347   $	-   $	-   $
$	159,743   $	-  $	-   $
I s	 	220,090   $	-    $	-  $		- I

( $	 		99,645	$		 I s	 		60,347	$	 ( $		159,992	$		
Canopy
COMMUNITY DEVELOPMENT DISTRICT

DEBT SERVICE FUND ASSESSMENT AREA 3 - SERIES 2018A-3
Statement of Revenues & Expenditures
For The Period Ending  October 31. 2018

REVENUES

ASSESSMENTS - DIRECT INTEREST
$	304,735   $
$	250   $
$	-   $
$	-   $
TOTAL REVENUES	304,985    $	-   $	-   $	- I

EXPENDITURES

INTEREST - 11/1 INTEREST - 5/1

TOTAL EXPENDITURES

EXCESS REVENUES (EXPENDITURES) FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$	57,561   $	-   $	-  $
$	152,368   $	-   $	-  $
I s	 	209,929   $	-    $	-  $		- I
I s	 	95,056	$		I
I s	 	57,561	$	
I s	152,617	$
Canopy
COMMUNITY DEVELOPMENT DISTRICT

CAPITAL PROJECT FUND
Statement of Revenues & Expenditures
For The Period Endin g  October 31, 2018

REVENUES

INTRAGOVERNMENTAL REVENUES

TOTAL REVENUES
$	-	$	$	- $

-   $	-   $	-   $	- 1

EXPENDITURES

PROFESSIONAL FEES MISCELLANEOUS EXPENSE CAPITAL OUTLAY

TOTAL EXPENDITURES

EXCESS REVENUES (EXPENDITURES) FUND BALANCE - BEGINNING
FUND BALANCE - ENDING
$	-    $	-	$	-   $
$	-  $	-    $	-  $
$	-   $	-    $	-   $
I s	 	-     $		-  $	-  $		- I

   $	$	
I s	 	$	(1,786,770}	
I s	$	{l,    786,770)
Canopy
Community Development District
Oct	Nov	Dec	(an	Feb	Mar	Aer	Mal	tun	jul	AU i.!	s e,	T11tal
=
ASSESSMENTS ·TAX ROLL	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
ASSESSMENTS· DIRECT	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
DEVELOPER CONTRIBUTIONS	$10,597	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$10,597
INTEREST	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$0
MISC6U.ANEOUS IN COME	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
TOTAL REVENUES	$10,597	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$10,5971

EXPENDJIIIBES·

AQMfrYiSTRAUYE

SUPERVISOR FEES	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
FICA EXPENSE	so	$0	$0	$0	$0	$0	so	$0	$0	$0	$0	$0	$0 ENGINEERING	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 ARBITRAGE	$0	$0	$0	$0	$0	$0                                     $0                               $0                       $0                           $0                             $0                          $0                             $0
DISSEMINAT ION	$0	so	so	$0	$0	so	$0	$0	$0	$0	$0	$0	$0
ATTORNEY	$0	$0	$0	so	$0	$0	$0	so	$0	so	$0	$0	so ANNUAL AUDIT	$0	$0	$0	$0	so	$0	$0	$0	$0	$0	$0	$0	$0 TRUSTEE FEES	$0	$0	$0	$0	$0	$0                                     $0                               $0                       $0                           $0                             $0                           $0                            $0
ASSESSMENT ADMINISTRATION	SZ,500	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$2,500
MANAGEMENT FEES	$2,917	$0	so	$0	$0	$0	$0	$0	$0	$0	$0	$0	$2,917
INFORMATION TECHNOLOGY	$50	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$50
TRAVEL	so	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 TELEPHONE	$0	so	$0	$0	$0	$0	so	so	so	so	$0	$0	so POSTAGE	$4	$0	$0	so	$0	so                        $0                         $0                       $0                         $0                         $0                          $0                          $4 PRINTING &  BINDING                                                                          $106                                so                      $0                             $0                              $0                                  $0                                    $0                               $0                      $0                          $0                           $0                          $0                           $106 IN SURANC E                                                                                          $5,000                                $0                                 $0                             $0                             $0                                  $0                                    $0                              $0                      so                $0                             $0                           so             $5,000
LEGAL ADVERTISING	so	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$0	$0
0TH ER CURRENT CHARGES	$81	$0	$0	$0	$0	so	$0	$0	$0	$0	$0	$0	$81
OFFICE SUPPLIES	$21	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$21
DUES. LlCENSE & SUBSCRIPTIONS	$0	so	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$0
TOTAL MAINTENANCE EXPENDITURES	$10,678	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$10,678 1

M4 1N'N'N ANU 
Canopy
Community Development Distr ict

Oct	Nov	Dec	jan	Feb	Mar	Aer	Mav	1un	j u!	Au	se1•t	Total

CliMMJlll.JlJ1I
LANDSCAPE MAINTENANCE	$0	$0	so	$0	$0	$0	$0	$0	$0	so	$0	so	so
LANDSCAPE CONTINGENCY	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Pt.ANT REPLACEMENTS	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 IRRIGATION· REPAIRS	$0	$0	$0	$0	so	$0	$0	$0	$0	$0	$0	$0	$0 IRRIGATION· WATER	$0	$0	$0	$0	$0	$0                                    $0                              $0                       $0                          $0                            $0                          so                    $0
IRRIGATION· ELECTRIC	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 WETLAND MAINTENANCE	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$0 WETLAND MITIGATION REPORTING	$0	$0	$0	$0	so	$0                             $0                              so              $0                          so                  $0                           $0                              $0 LAKE MAINTENANCE                                                                               so                     $0                                  $0                             $0                              $0                                  $0                                     so                   $0                       $0                           $0                             so                 $0                          $0
REPAIRS & MAINTENANCE	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
OPERATING SUPPLIES	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0

AMfNlTYCfNIER
AMENITY MANAGEMENT STAFFING	so	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
POOL ATTENDANTS	$0	$0	$0	$0	so	so	so	so	$0	$0	$0	so	so JANITORIAL	so	so	$0	so	$0	$0	so	so	$0	$0	$0	$0	$0 POOL MAINTENANCE	$0	$0	$0	$0	$0	$0                                    $0                              $0                     so                 $0                              $0                          $0                             $0
POOL CHEMICALS	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 POOL PERMITS	$0	$0	so	$0	$0	$0	so	$0	$0	so	$0	$0	$0 POOL- ELECTRIC	$0	$0	$0	$0	$0	$0                          $0                          $0                       $0                          $0                           $0                          $0                           $0 POOL-WATER                                                                                           $0                                  $0                                  $0                             $0                             $0                                  $0                                    $0                              $0                       $0                          $0                             $0                          $0                              $0
TELEPHONE	$0	$0	$0	$0	so	$0	$0	so	so	$0	$0	$0	$0
WATER/SEWER	$0	$0	$0	$0	so	$0	$0	so	so	$0	so	$0	so GAS	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	so	$0	$0 TRASH	$0	$0	$0	$0	$0	$0                              $0                              $0                      $0                          $0                            so                 $0                              so PEST CONTROL                                                                                  $0                                 $0                                  $0                            so                   so                      $0                                     $0                             $0                      $0                         so                  $0                           $0                                $0 TERMITE BOND $0 $0 $0 $0 so $0 $0 $0 so $0 $0 $0 $0
INSURANCE· PROPERTY	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
CABLE/INTERNET	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 ACCESS CARDS	so	$0	$0	so	so	$0	$0	so	$0	so	so	so	so ACTJVITJES	$0	$0	$0	$0	so	$0                                      $0                              $0                       $0                          $0                             $0                          $0                              $0
SECURITY /ALARMS/REPAIR	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0 REPAIRS & MAINTENANCE	so	$0	so	$0	so	$0	$0	$0	$0	$0	$0	$0	$0 OFFICE SUPPLIES	$0	$0	$0	$0	$0	$0                                    $0                              $0                      $0                          so                   $0                           $0                             $0
HOLIDAY DECORATIONS	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0

!IIUEB
CONTINGENCY	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
CAPITAL RESERVE	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
TOTAL MAINTENANCE EXPENDITURES	so	$0	$0	$0	so	$0	$0	$0	$0	$0	$0	$0	so I
TOiAL EXPENDITURF.S	$10,678	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$10,678  1

EXCESS REVENUES (EXPENDITURES)	1s a11	$0	$0	$0	$0	$0	so	$0	$0	$0	$0	$0	[$Bill

Canopy Community Development District Developer Contributions/Due from Developer

Funding Request
#	Prepared Date	Payment
Received Date	Check Amount	Total		General	Capital	General	Capital	General		Over and Funding			Fund	Project		Fund	Project		Fund			(short)  Re quest	Portion {FY1 71  Portion (FY171    Portion {FY18 l    Portion (FY18l   Portion (FY19 1	Balance Due							
FY17											
CASH					$	4,930.47					$	
1	6/20/17	8/25/17	$	7,700.00	$	7,700.00	$	7,700.00	$				$	
2	8/21/17	11/22/17	$	12,154.78	$	12,154.78	$	7,154.78	$	$	5,000.00	$	$	$	
3	9/25/17	11/22/17	$	7,427.11	$	7,427.11	$	7,427.11	$	$	$	$	$	
FY18											
1	10/27/17	11/22/17	$	20,781.11	$	20,781.11	$	14,762.58	$	2,782.50	$	3,236.03	$	$	$	
2	11/27/17	12/6/17	$	8,438.05	$	8,438.05	$	1,858.17	$	2,321.48	$	4,258.40	$	$	$	
3	12/22/17	1/17/18	$	16,683.93	$	16,683.93	$		$	7,123.21	$	9,560.72	$	$	
4	1/22/18	2/6/18	$	10,959.70	$	10,959 .70	$		$	3,979.10	$	6,980.60	$	$	
5	2/13/18	3/12/18	$	4,664.45	$	4,664.45	$		$	2,971.30	$	1,693.15	$	$	
6	3/22/18	4/13/18	$	9,335.86	$	9,335.86	$		$	6,724.82	$	2,611.04	$	$	
7	4/23/18	5/9/18	$	21,034.25	$	21,034.25	$		$	6,913.63	$	14,120.62	$	$	
8	5/18/18	6/12/18	$	16,455.92	$	16,455.92	$		$	5,846.16	$	10,609.76	$	$	
9	6/25/18	8/1/18	$	12,161.35	$	12,161.35	$		$	6,186.17	$	5,975.18	$	$	
10	7/27/18	9/4/18	$	11,829.12	$	11,829.12	$		$	5,540.78	$	6,288.34	$	$	
11	8/9/18	10/2/18	$	7,846.12	$	25,551.60	$		$	6,335.62	$	19,215.98	$	$	17 ,705 .48	
12	9/25/18			$	64,917.59	$	$	$	19,779.73	$	40,137.86	$	5,000.00	$	64,917.59	
FY19											
1				$	24,545.41	$	$	$	6,410.14	$	12,537.87	$	5,597.40	$	24,545.41	
IDue from De vel oper	
$	167,471.75	
$	274,640.23	
$	43,833.11	
$	5,103.98	
$	90,305.09	
$ 129,731.12	
$	10,597.40	
$	107,168.48			
Total Developer Contributions FY19		$	10,597.40									
Total Due to Developer FY19		$	129,731.12									
Cash balance from Dove Pond -$4930 .47											

S ECTION 2
Canopy
Community Development District	FY19 Funding Request 12
November Z8, 2018

	capital Project	General Fund	General Fund		
	Payee	FYZ018	FVZ018	FV2019	

1	City ofTallahassee				
	Inv# 79764 • Meeting 10/02/18			$	65.50	

2	Florida Department of Economic Opportunity				
	Inv# n948 - fY2D19 Special District Fee			$	175.00	

3	Governmental Management Services-CF, LLC				
	Inv# 18 - Management Fees - November 2018			$	3,551.48	

4	Greenman-Pedersen, Inc				
	Inv # 263387 - General Engineering Services• September 2018	$	3,781.91			

5	Hopping Green & Sams
Inv # 103220 • General Counsel - September 2018
Inv # 103221 • Project Construction - September 2018	

$	1,086.50	
$	949.47		
6	Tallahassee Democrat				
	Inv# 2070861 - Notice of Meeting • 11/06/18			$	102.22	

 	$	4,868.41   $	949.47  $	3,8 4:20

Total:	$	9,712.08

Please make check payable to:

Canopy Community Development District
9145 Narcoossee Road, Suite A 206
Orlando, Ft 32832
City Of Tallahassee (General Fnd 001)
APS-Accounting Services Division - AIR c/o Box A-4, City Hall, 300 S. Adams St. Tallahassee, FL 32301
Invoice
Customer No.:	9992
Invoice No.:   79764

Bill To:	Canopy CDD
Attn: Stacie Vanderbilt
135 W. Central Blvd., Suite 320
Orlando, FL 32801
\ <:"\2-,-C\
\-	r)	J	ShipTo:

Canopy COO
Attn: Stacie Vanderbilt
	35 W. Central Blvd., Suite 320 'Orlando, FL 32801

"	,,_  .  _	Shi  Via  - .	_	.	F.O.B.	.	• .•	.		Terms· .	· 1012e,1· s									Due 011 rece ipt
Order Date	Sales Pet$ 011·	:()ur Order NtJmber

Hem.Number

Meeting at Dorotny B. Oven ParK - 10,2,:2018

UnitPrice	Amour,t

Cv  •..:.:s:vn
Invoice subtotal Invoice total

Thank You
66.50
65.50

RECEIVED
OCT 3 1 2018
BY: 	_
Florida Department of Economic Oppor1unity, Special District Accountability Program
FY 2018/2019 Special District Fee Invoice and Update Form
Required by Sections 189.064 and 189.018, Florida Statutes, and Chapter 73C-24, Florida Administrative Code				
Invoice No,: 72948			Date Invoiced: 10/01/201	
Annual Fee: $175.00	Late Fee: $0.00	Received: $0.00	Total Due, Postmarked b 12/03/2018: $175.0	
STEP 1: Review the following information, make changes directly on the fomi, and sign and date:
1. Special District's Name, Registered Agent's Name, and Registered Office Address:

FLORIDA  0EPARTMEN1' -I
Canopy Community Development District	ECONOMIC     OPPORTUNITY
Ms. Jennifer Kilinski
Hopping Green and Sams, P.A.	JE CEXYEJ
119 South Monroe street, Suite 300
Tallahassee, FL 32301	M1V 1 B 201B
2. Telephone:	(850) 222-7500	SY:  	
3. Fax:	(850) 224-8551
Email:	jenk@hgslaw.com
Status:	Independent
Governing Body:	Elected
Website Address:	www.canopycdd.comi
County(les):	Leon
Funcllon(s):	Community Development
Boundary  Map on FIie:	07/28/2017
Creation Document on File:	07/28/2017
Date Established:	05/24/2017
Creation Method:	Local Ordinance
Local Governing Authority:	City of Tallahassee
Creation Document(s):	City Ordinance 17-0-08
Statutory Authority:	Chapter 190, Florida Statutes
Authority  to Issue Bonds:	Yes
Revenue Source{s):	Assessments
Most Recent Update:	10/27/2017
I  do hereby certify that the informatiMJ7	)o/'8J9To  tedA!  ecessary) is accurate and complete as of this date. Registered Agent's Signature: _      ,.__,..-"'---#--"lcL:....L.., -,/-."- -	.. _  _  _  _  _  _  _	Date _    .h...,,l.._._1,,_'.1...,(._..l...-=---  -   -
STEP 2: Pay the annual fee or certify eligibiHty for the zero fee: ;
	Pay the Annual Fee: Pay the annual fee online by follo'!'ing the Instructions at www.Fforldajobs.org/SpecialDistrictFee or by check payable to the Department of Economic Opportunity.
Or, Certify Bigibility for the Zero Fee: By Initialing each of the following Items, I, the above signed registered agent, do hereby certify that to the best of my knowledge and belief, ALL bf the following statements contained herein and on any attachments hereto are true, correct, complete, and made in good faith as of this date. I understand that any information I give may be verified.
 			This special district and its Certified Public Accountant detemiined the special district is not a component unit of a local general-purpose government.
_ _ This special district is in compliance with the reporting requirements of the Department of Financial Services.
 		This special district reported $3,000 or less in annual revenues to the Department of Financial Services on its Fiscal Year 2016/2017 Annual Financial Report (if created since then, attach an income statement verifying $3,000 or less in revenues).
Department  Use Only: Approved: 	Denied: 	Reason:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
STEP 3: Make a copy of this form for your records.
STEP 4: Mall this form and payment (if paying by check) to the Department of Economic Opportunity, Bureau of Budget Management, 107 E. Madison Street, MSC 120, Tallahassee, FL 32399-4124. Direct any questions to (850) 717-8430.				

Rick Scott
:;uVr.fU;Oh

FLOA!DA D!::FARTMENT ,t
ECONOMIC OPPOFITUNl"TY
Cissy Proctor
E:X!'-Cl/Tl\i't !.'fR(OOR

To:	All Special District Registered Agents

From:	Jack Gaskins Jr., Special District Accountability Program

Date:	October 1, 2018

Subject: Fiscal Year 2018/2019 Annual State Fee and Update Requirement
Post-Marked Due Date is December 3, 2018

This memo contains the instructions for complying with the annual state fee and update requirement using the enclosed Fiscal Year 2018/2019 Annual Special District Fee Invoice and Update Form (form). The fee remains at $175 per special district, unless the special district certifies that it is eligible for a zero fee. To avoid a $25 late fee, the fee must be post-marked or paid online by December 3, 2018.

The Purpose of the Annual State Fee
Chapter 189, Florida Statutes, the Uniform Special District Accountability Act (Act), assigns duties to the Special District Accountability Program within the Florida Department of Economic Opportunity (DEO) and requires DEO to annually collect a state fee from each special district to cover the costs of administering the Act. For more information, see www.FloHd aJobs.org/SDAP.

The Purpose of Reviewing the Special District's Profile
The Act, along with Rule Chapter 73C-24, Florida Administrative Code, requires each special district to maintain specific information with DEO and requires DEO to make that information available through the Official List of Special Districts (www.FioridaJobs.org/OfficialList). The Florida Legislature, state agencies and local government officials use that information to monitor special districts, coordinate activities, collect and compile financial and other information and make informed policy decisions. Therefore, it is important for each special district's registered agent to annually review the information on file with DEO and let DEO know if anything needs to be corrected or updated.

Reminders
Each newly created special district must have an official website by the end of the first full fiscal year after its creation. All other special districts should already have an official website thai contains specific information (see www.FloridaJobs.org/SDWebsi es#offwebsite). If the special district's official website address is not listed on the form, the special district must provide it.

The recently updated Florida Special District Handbook (www.FloridaJobs.org/SpecialDistrictHandbock) covers general operating procedures for special districts. DEO encourages all special district staff and governing body members to review this handbook to help ensure compliance with state requirements.

(TURN OVER FOR INSTRUCTIONS)

Florida Department of Economic Opportunity I Caldwell Building I 107 E. Madison Street I Tallahassee, FL 32399
850.245.7105 I www.floridajobs.org www.twitte .com/FLDEO Iwww.facebook.com/FLDEO

An equal opportunity employer/program. Auxiliary aids and service are available upon request to individuals with disabilities. All voice telephone numbers on this document may be reached by persons using TTY/ITO equipment via the Florida Relay Service at 711.
GMS-Central Florida, LLC
1001 Bradford Way
Kingston, TN 37763
Invoice

Bill To:
Canopy COD
135 West Central Blvd Suite 320
Orlando, FL 32801

RECEr:.	l:B:D

NOV 2 8 20t8

BY: 	
Invoice #: 18 Invoice Oate: 11/1/18
Due Date: 11/1/18
Case:
P.O. Number:

Description	Hours/Qty	Rate	Amount

Management Fees - November 2018 Information Technology - November 2018 Dissemination Agent Services - November 2018 Postage
Coples Telephone		2,916.67
83.33
500.00
25.80
4.20
21.48	2,916.67
83.33
500.00
25,80
4.20
21.48	

Total	$3,551.48	
Payments/Credits	$0.00	
Balance Due	$3,551.48	

BY: 	_

Canopy Community Development District 135 West Central Blvd, Suite  320 Ortando , FL 32801
October 17, 2018 Project No:
. Invoice No:
'  Jl 4

FLX-2017011.00 263387
Project	FLX-2017011.00	Canopy COD Continuing Services
frofessional S'!9"!50!f,LP2!ru,gu 1B Q1Bjo !Pt.!,roj@r 14, 20!_8	 	.
Task	00100	General Services
Professional PersonneJ

Justice, Travis	8/23/2018 Pennit Transfer Forms for Dove Pond Dam
Hours
2.50
Rate
177.50
Amount
443.75
Justice, Travis	9/13/2018	2.00	177.50
Dove Pond Dam Construction Site meeting with Contractor, CEI, and design consultants.
355.00
McHugh, Joseph
Admin; COD Meeting
8/21/2018	5.00
175.48
877.40
McHugh, Joseph Canopy Site Visit
8/27/2018	4.00	175.48
701.92
Prado, Abraham	8/30/2018	2.00	175.48
Pemrit transfer form coordination for Dove Pond DEP D&F and Dam sarety Prado, Abraham	9/10/2018	4.00	175.48
Pay request review and approval. Discussion with Cardno about required mitigation for Dove Pond D&F
350.96
701.92
Prado, Abraham	9/13/2018 Permit transfer and call w Jennifer K
Totals
Total Labor
2.00	175.48

21.50
350.96

3,781.91

3,781.91
Total this Task Total this Invoice
$3,781.91

$3,781.91

'1590 Village Square Blvd, Tall ah assee, FL 32309 Tel: (850) 668-521'1 Fax: (850) 668-3106
www.gpinet.com
Hopping Green & Sams
Attcmeys and Counselors
119 S. Monroe Street, Ste. 300
P.O. Box6526 Tallahassee, Fl 32314
850.222.7500
================================= STATEMENT =================================
October 19, 2018
Canopy COD	Bill Number	103220	
c,/o Governmental Management Services, LLC	Billed through	09/30/2018	
135 West Central Blvd., Suite 320
Orlando, FL 32801			

General Counsel			
CANCDD	00001	JU<			

FOR PROFESSI ONAL SERVICES RENDERED
09/07/18	JLK	Update transfer permit forms and letter related to same; confer with Olsen on
same.	·

0.60 hrs

09/11/18	JLK

09/25/18	JLK

09/28/18	JLK
Confer with MBS regarding permit and entitlement updates and confer with Olsen on same.

Review draft agenda and provide comments to same; review draft minutes and provide comments; disseminate summary of permit status for package; draft resolution and RFP documents for re-bid for units 4/5 project; draft summary of permit status for MBS review and confer with chairman regarding same; confer with GPI regarding permit status for units 4/5 and draft addendum related to same; update assessment resolution.

Continue review and negotiation of master services agreement for ADA compliance on websites, documents and transmittals; confer with various district managers regarding processes for ADA compliance; confer regarding SOW for recreational software for ADA compliance; confer regarding Insurance verage with district's insurer.
0.50 hrs

2.30 hrs

0.10 hrs

Total fees for this matter

DI SBURSEMENTS
Conference calls

Total disbursements for this matter
$927.50

21.97

$21.97

MATTER SUMMARY

Klllnski, Jennifer L.	3.50 hrs	265 /hr	$927.50	
TOTAL FEES			$927.50	
TOTAL DISBURSEMENTS			$21.97	
TOTAL CHARGES FOR THIS MATTER			$949.47	

BILUNG  SUMMARY
General Counsel	Bill No. 103220	Page 2
========== ==============================-=========================================;===

Klllnski, Jennifer L.

TOTAL FEES TOTAL DISBURSEMENTS
3.50 hrs	265 /hr	$927.50

$927.50
$21.97

TOTAL CHARGES FOR THIS BILL	$949.47

Please include the bill number on your check.
Hopping Green & Sams
Attorneys and Counselors

119 S. Monroe Street, Ste. 300
P.O. Box 6526
Tallahassee, FL 32314
850.222.7500
================================= STATEMENT=================================
October 19, 2018
Canopy COD	Bill Number	103221	
c/o Governmental Management Services, LLC	Billed through	09/30/2018	
135 West Central Blvd., Suite 320			
Orlando, FL 32801			

Project Construction
CANCDD	00103	lLK			

FOR PROFESSIONALSERVICES RENDERED
09/05/18	JLK		Review dam safety permit and wetiand permit packages and confer with GPI on submittal and timing of same; confer regarding RFP addendum and review the same; transmit same; conference call regarding tax exempt forms and transmit example forms for same; draft resolution and forms for tax exempt purchases and status for same.

1.90 hrs

09/20/18	JLK

09/27/18	JU(
Conference call with GP! on units 4/5 and status of permit issuance; review WMD submittals on same.

Transmit complaints; confer regarding permits; confer with contractor; review and transmit addendum; confer with GPI on permit status for units 4/5 and timellne for same; draft resolution for same.
0.80 hrs

1.40 hrs

Total fees for this matter	$1,086.50

MAm R SUMMARY

Killnski, Jennifer L.	4.10 hrs

TOTAL FEES

TOTAL CHARGES FOR THIS MATTER

BILUNG SUMMARY
265 /hr	$1,086.50

$1,086.50

$1,086.50

Killnski, Jennifer L.

TOTAL FEES
4.10 hrs
265 /hr	$1,086.50

$1,086.50

TOTAL CHARGES FOR THIS BILL	$1,086.50

Please include the bill number on vour check.

groap
PAkrOFTHEUSATODAVNETWO.Rtc	
CanopyCdd	A\,,\,,VUNI     ...      I	r-A"'I:*
183440	1 of  1		
	INVOICE#
0002070861	BILLING PERIOD
Oct 1- Oct 31, 2018	PAYMENT DUE DATE
November 20, 2018	
	PREPAY
(Memo Info)

$0.00	UNAPPLIED
(included in amt due)

$0.00	
TOTAL AMOUNT DUE

$264.86	
BILLING ACCOUNT NAME AND ADDRESS

CANOPY COD
ATTN: STACIE VANDERBELT 135 W CENTRAL BLVD STE 320
ORLANDO, Fl 32801-2435
,11111,111111JII,,,,,,111111•111111111111', I,•I'111lrh111•111111	BILLING INQUIRIES/ADDRESS CHANGES
1-866-226-4167  or TALL@ccc.gannett.com	FEDERAL ID
16-0980985		
	Terms and Conditions: Past due accounts are subject to Interest at the rate of 12% per annum or the maximum legal rate (whichever Is less). Advertiser claims for a credit related to rates Incorrectly Invoiced or paid must be submitted in writing to Publisher within 30 days of the invoice date or the claim will be waived. Any credit towards future advertising must be used within 30 days of issuance or the credit will be forfeited.
All funds payable in US dollars.			
 	□□□□1834 4□□□□□□□□□□□□□□ 2 □70861 □□□26 48615583	
NOTE: Your account number has changed. Your old account number was 313019. Your new account number is 183440 and should be used for all future correspondence.
Date	Description	Amount

10/1/18	Balance Forward	$162.64

Package Advertising:
Start-End Date	Package Description	PO Number
10/30/18-vj 003219165 NOTICE OF MEETING C

Package Cost
$102.22

RECEIVED
NOV 1 3 2018
BY: 	_

---- - -M ---- --P-L-E-A-S-E-D-E-T-A-C-H-A-N-D--R-E-TURN TH-IS-P-O-R-TI-O-N-W-IT-H-Y-OU-R-P-A-Y-M--E-N-T-----	-- ----
□□□□183 44□00 □0 □□0 □□□□□□2 □7 □86 1□□□26 48615583
0003219165 / TAL·31301S

A  GANNETT COMPANY

Attn:
CANOPVCDD
135 W CENTRAL BLVD STE 320
ORLANDO, FL 32801

STATE OF FLORIDA COUN1Y OF LEON:
Before the undersigned authority personaly appeared , who on oath says that he or she Is a Legal Advertising Representative of the Tallahassee Democrat, a daily newspaper published at Tallahassee In Leon County, Florida; that the attached copy of advertiaement, being a Legal Ad in the matter of

NOTICE

In the Second Judicial Circuit Court was published in said newspaper in the issues of:

10/30118

Affiant further says that the said Tallahassee Democrat is a-newspaper published at Tallahassee, in the said Leon County, Florida, and that the said newspaper has heretofore been continuously published in said Leon County, Florida each day and has been entered as periodicals matter at lhe post office in Tallahassee, In
said Leon County, Florida, for a period of one year next
preceding the first pubHcation of the attached copy of advertisement; and afflant further says that he or she has never paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in t e S!11 l'le_wsp_aper.

Sworn to and Subscribed befoi:e me this 30th of October 2018, by who la personally known to me.

Affiant

. !	;    ., .    ·    ,        1	1 ·
•.	i  /I	/ ..I· / l f I ./

" ,,,/,   I/_ - :-·
/  ,;'.
I	!/-' l	/ // /.,-   y ..,. /	,,

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,i	I
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, ;'    , ./   ,   "; I'		;   ''-   "' (,	/
•'Nola	.,  .,.	'
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"--	·- ---.,.K

Proposal to Provide Financial Auditing Services

CANOPY
COMMUNITY DEVELOPMENT DISTRICT

Proposal Due: November 26, 2018 - 12:00PM

Submitted to:
Canopy Community Development District c/o GMS - CF, LLC, District Manager  135 W. Central Blvd., Suite 320
Orlando, Florida 32801

Submitted by:
Antonio J. Grau, Partner Grau & Associates
951 Yamato Road, Suite 280 Boca Raton, Florida 33431
Tel	(561) 994-9299 / (800) 229-4728
Fax	(561) 994-5823
tony@graucpa.com / www.graucpa.com
Table of Contents

PAGE

EXECUTIVE SUMMARY / TRANSMITTAL LETTER	1
FIRM QUALIFICATIONS & EXPERIENCE	3
STAFF QUALIFICATIONS	20
REFERENCES	27
SPECIFIC AUDIT APPROACH	29
COST OF SERVICES	33
SUPPLEMENTAL INFORMATION	35

November 26, 2018

Canopy Community Development District c/o GMS - CF, LLC, District Manager
135 W. Central Blvd., Suite 320
Orlando, Florida 32801
951 Yamato Road, Suite 280 Boca Raton, Florida 33431 (561) 994-9299 ▪ (800) 299-4728
Fax (561) 994-5823

Re:	Request for Proposal for Professional Auditing Services for the fiscal year ended September 30, 2018, with an option for four (4) additional annual renewals.

Grau & Associates (Grau) is pleased to respond to the Canopy Community Development District’s (the “District”) Request for Proposal (RFP), and look forward to working with you on your audit. We are a team of knowledgeable professionals with extensive experience in audits for organizations just like yours, and we know how to work with you to complete an effective and efficient audit.

Since our focus is on government, we fully understand the professional services and work products required to meet your RFP requirements. Our team provided services in excess of 19,000 hours for our public sector clients last year, and we currently audit over 300 governmental entities. Our practice is unique as 98% of work is either audit or work related to government and non-profit entities.

In addition to our firm’s focus, Grau & Associates is a great fit for your audit for a variety of other reasons, including:

Experience
Grau is proud of the fact that the personnel we assign to your audit are some of the most experienced auditors in the field. Unlike many other firms, our auditors work almost exclusively with governmental entities, which mean they are more knowledgeable and efficient on audits like yours. Our engagement partners have decades of experience and take a hands-on approach to our assignments, which all ensures a smoother process for you. Also, due to Grau’s very low turnover rate for our industry, you won’t have to worry about retraining your auditors from year to year.

Service
Our clients are pleased with the level of personalized service they receive from our talented professionals. Because of our extensive experience, we are adept at making the transition to a new firm as smooth as possible. We work with you to resolve any issues and keep in regular contact so there are no surprises when the final report delivers. In fact, your engagement team will report any potential audit adjustments to you on a regular basis so you will have adequate time to research and respond. Additionally, we have a disaster recovery plan that includes daily data back-ups and offsite file storage, so in the case of an emergency, your records would be safe.
Canopy Community Development District November 26, 2018

Responsiveness
We pride ourselves on our high level of responsiveness. We answer emails and telephone calls within 24 hours, and usually right away. We are always accessible to clients during business hours, and make every effort to answer any questions as they arise. Additionally, we don’t just complete your audit and disappear. We understand the “big picture” and think beyond the traditional auditor’s perspective. We remain in touch for the entire year, suggesting ways you can improve your District’s performance, procedures and controls. We will update, advise and educate you on new or revised reporting requirements so you are sure to always remain compliant.

Reputation
Our reputation in our field is impeccable. We have never been involved in any litigation, proceeding or received any disciplinary action. Additionally, we have never been charged with, or convicted of, a public entity crime of any sort. We have the professional staff available to perform the engagement and resources required to complete the work. We are financially stable and have never been involved in any bankruptcy proceedings.

Standards
Grau & Associates is a professional association / licensed certified public accounting firm serving clients through the state of Florida. We are a member of the American Institute of Certified Public Accountants (AICPA) and the Florida Institute of Certified Public Accountants (FICPA). Additionally, individuals are members of both the (GFOA) and (FGFOA). Grau is also a member of the Governmental Audit Quality Center (GAQC). Our audit will follow the Auditing Standards of the AICPA, Generally Accepted Government Auditing Standards, issued by the Comptroller General of the United States, and the Rules of the Auditor General of the State of Florida, and any other applicable federal, state and local regulations. We will deliver our reports in accordance with your requirements.

This proposal is a firm and irrevocable offer for 90 days. We certify this proposal is made without previous understanding, agreement or connection either with any previous firms or corporations offering a proposal for the same items. We also certify our proposal is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action, and was prepared in good faith. Only the person(s), company or parties interested in the project as principals are named in the proposal. Grau has no existing or potential conflicts, and anticipates no conflicts during the engagement. Our Federal I.D. number is 20-2067322.

We would be happy to answer any questions or provide additional information as needed. Please do not hesitate to call or email either of our Partners, Antonio J. Grau, CPA (tgrau@graucpa.com) or Racquel McIntosh, CPA (rmcintosh@graucpa.com) at 561.994.9299. We thank you for considering our firm’s qualifications and experience, and look forward to serving you.

Very truly yours, Grau & Associates

Antonio J. Grau

Firm Qualifications & Experience
Grau & Associates is a medium-sized accounting firm providing comprehensive financial and compliance auditing, attestation and accounting, and other management consulting services and we are properly registered and licensed by the State of Florida. The Partners, Consultant and Managers of Grau are members of the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Grau & Associates is a properly registered/licensed State of Florida professional corporation and all assigned supervisory professional staff are properly registered/licensed to practice in the State of Florida.

Grau’s Focus and Experience

We are dedicated to serving Special Districts.
We currently audit over 300 Special Districts.
Last year, Grau performed in excess of 19,000 hours of services for our Public Sector Clients under
Governmental Auditing Standards.
Grau currently only provides audit and attestation services principally for governmental and non- profit entities under government auditing standards. The firm and staff are 100% dedicated to the audit practice.

During Grau’s history we have consistently focused on providing service to the public sector. By focusing our resources on this industry, we provide the highest level of services to our Public Sector Clients.

Grau & Associates has a total of 17 employees, 15 professional staff, including 2 Partners and 13 professionals who specialize in providing auditing, accounting, consulting, and monitoring services to the Public Sector and 2 administrative professionals. The number of professional staff by employee classification is as follows:

Team Member	Total Professional Staff	Total CPAs	Total Government Audit Staff	
Partners	2	2	2	
Managers	3	3	3	
Advisory Consultant	1	1	1	
Supervisor / Seniors	4	2	4	
Staff Accountants	5	1	5	
Total	15	9	15	

Compliance with Government Education Requirements

In order to maintain our high level of technical competence, we provide continuing professional education programs for all partners and professional staff members, which exceed national and state standards. All of the audit professionals of Grau & Associates exceed the education requirements as set forth in Government Auditing Standards, published by the Comptroller General of the United States, and our continuing professional education programs ensure that all audit professionals meet the requirements to participate in audits of government agencies.
Professional Staff Training

Partners - All of our Partners are CPA’s and have diversified public accounting experience. They are responsible for overall engagement performance, policy, direction and quality control and have far exceeded minimum CPE requirements.

Managers - All of our Audit Managers are CPA’s who have demonstrated the ability to plan audit engagements, supervise personnel and maintain frequent contact with clients. They continually upgrade their skills through the firm’s continuing education programs and courses sponsored by the AICPA, FICPA and GFOA. They have far exceeded minimum CPE Requirements.

Seniors - All of our Seniors have a minimum of 3 years of diversified public accounting experience. They perform audits, evaluate staff, review findings and prepare audit reports. They possess the potential for upward mobility and have far exceeded minimum CPE requirements.

Memberships

All of the firm’s CPA’s are properly licensed as CPA’s and members in good standing of both the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants. In addition, certain firm professionals are members or have been members of the following professional groups:

FICPA Committee on State and Local Government
Florida Government Finance Officers Association (FGOA)
Special Review Committee of the Government Finance Officers Association
Florida Institute of CPA Non-Profit Conference Committee
Florida Association of Special Districts (FASD)
FGFOA Annual Conference Program Committee
FASD Finance Committee
FICPA Young CPAs Committee
FICPA Accounting Careers Committee

In addition, we have an ongoing recruitment program that seeks only those accountants with a proven record of academic success. When we recruit at the senior and manager level, we select CPA’s with proven governmental accounting and auditing experience.

Quality Control and Confidentiality

Grau participates in an external quality review program requiring an on-site independent examination of our auditing practice. Grau has consistently received an unqualified opinion on the quality of our audit practice. During our firm’s last external quality control review, six audits were reviewed, including five government audits. A copy of the report on the firm’s most recent quality review can be found on the following page.

In addition to scheduled Peer Reviews, our firm continually monitors performance to ensure the highest quality of services. Under the supervision of the Audit Partner, an Audit Manager is responsible for monitoring quality control of all appropriate engagements.

Results of State and Federal Reviews

All state and federal reviews of the firm’s reports and working papers have been accepted without change or revision to issued reports.

FICPA Peer Review Program

AJCPA Pe• Review Program
Acin1nis1e,ed m Florida by the Flornla lnshlute of CPAs

March 2, 2017

Anto nio Jose Grau Jr , PA
Grau & Associates
2700 M il it ary Tr i te 35 0 Boca Ra to n, FL 33431

Dear Mr. Grau:

It is my ple asure to no tif y you th a t on Ma rch 2, 2017 the Flo rida Pee r Rev ie w Commi ttee acce pte d the repon on the mos t recent sys tem peer revie w of your firm. The due date for your next revie w is Dece mber 3 I , 20 19. T his is the date by whic h all revie w documents should be comp le ted and submi tted to the adm iniste ring enti ty.

As you kn ow. the repon had a peer rev ie w ratin g of pass. Th e Co mm ittee asked me 1 0
co nvey it s co ng rat ula t io ns to th e firm. Since rely,

Paul . Brown, CP A, CGMA Directo r of Tec hnic al c rv ices

cc: Danie l Jo se ph Hevia, CPA

Fi rm   umber: 4390 I 1 4	Rev ie w um ber: 474720

325 W. CoU*Ave      P.O  Box 5◄37     Tall;,hUStt,  Fl 3231◄   (850) 224-2727     (800) 3◄2•3197     Fax: (850) 222-8190     www.rKpa.org

A IC PA ) "

PEER REVIEW PROGRAM
is pr   o u d  to  pr e s e n t  t h is
Certificate of Recognition
to

Grau & Associates

F or havin g a sy s te n, of q ua l i ty co nt ro l for it s a cc o un t in g a nd a ud itin g p ra c ti ce in e f f ec t fo r t h e year
ended J une 30 , 20 16 w h ic h h u s b e e n d e s ig n e d to m e e t th e re q u i re 1n e n t s o f th e q ua l i ty c o n Lro l s t a nd a rd s
for     an    ac   co   un   t in g  a nd   a ud  itin   g   p ra c l ic c  e s ta  b lsi    he d  by     th e  A l CP   A   a nd   w h ic h  w a s  c o m  p l ie d   with  durin g   th e  y e a r
th e n e nd e d t o pr o v id e th e firm with r eas o n a b le ass ur a n ce o f co n fo rn"l in g w i l'h pr o f es s io n a l s t a nd a rds .

A n i t a Po	
A I  PA   P 1;cr   R c.,iew   H oar  d Z0  1 6
Partial List of Clients
The following is a partial list of clients served and related experience:

	Governmental Audit	Utility Audit	Current Client	Year End	
Aberdeen Community Development District				9/30	
Allen Plantation Community Development District				9/30	
Amelia Concourse Community Development District				9/30	
Amelia National Community Development District				9/30	
Amelia Walk Community Development District				9/30	
Anthem Park Community Development District				9/30	
Antigua at St. Augustine Community District				9/30	
Aqua One Community Development District				9/30	
Arbor Green Community Development District				9/30	
Arbor Green Community Development District				9/30	
Arlington Ridge Community Development District				9/30	
Armstrong Community Development District				9/30	
Artisan Lakes Community Development District				9/30	
Asturia Community Development District				9/30	
Ave Maria Stewardship Community Development District				9/30	
Aventura Isles Community Development District				9/30	
Bahia Lakes Community Development District				9/30	
Ballantrae Community Development District				9/30	
Ballantrae Hillsborough Community Development District				9/30	
Coconut Cay Community Development District				9/30	
Bartram Springs Community Development District				9/30	
Bay Creek Community Development District				9/30	
Bay Laurel Community Development District				9/30	
Bay Tree Community Development District				9/30	
Bayside Improvement Development District				9/30	
Baywinds Community Development District				9/30	
Beach Community Development District				9/30	
Beacon Tradeport Community Development District				9/30	
Beeline Community Development District				9/30	
Bella Verda East Community Development District				9/30	
Bella Verda Lake Community Development District				9/30	
Bella Vida Community Development District				9/30	
Bellagio Community Development District				9/30	
Belmont Community Development District				9/30	
Belmont Lakes Community Development District				9/30	
Bexley Community Development District				9/30	
Blackburn Creek Community Development District				9/30	
Bluewaters Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Bobcat Trail Community Developement District				9/30	
Boggy Creek Community Development District				9/30	
Bonita Landing Community Development District				9/30	
Bonita Village Community Development District				9/30	
Bonnett Creek Resort Community Development District				9/30	
Bonterra Community Development District				9/30	
Brandy Creek Community Development District				9/30	
Bridgewater Community Development District				9/30	
Bridgewater of Wesley Chapel Community Development District				9/30	
Briger Community Development District				9/30	
Brighton Lakes Community Development District				9/30	
Brooks of Bonita Springs I Community Development District				9/30	
Brooks of Bonita Springs II Community Development District				9/30	
Bull Frog Creek Community Development District				9/30	
Candler Hills East Community Development District				9/30	
Capital Region Community Development District				9/30	
Captain's Key Dependent District				9/30	
Caribe Palm Community Development District				9/30	
Carlton Lakes Community Development District				9/30	
Cascades at Groveland Community Development District				9/30	
Catalina at Winkler Preserve Community Development District				9/30	
CBL/BM Port Orange West Community Development District				9/30	
Cedar Pointe Community Development District				9/30	
Celebration Point Community Development District				9/30	
Central Lake Community Development District				9/30	
Century Gardens Community Development District				9/30	
Century Gardens at Tamiami Community Development District				9/30	
Century Gardens Village Community Development District				9/30	
Century Parc Community Development District				9/30	
CFM (Coolidge Fort Myers) Community Development District				9/30	
Chapel Creek Community Development District				9/30	
Champions Gate Community Development District				9/30	
Champion’s Reserve Community Development District				9/30	
Channing Park Community Development District				9/30	
City Center Community Development District				9/30	
City Place Community Development District				9/30	
Clearwater Cay Community Development District				9/30	
Coastal Lake Community Development District				9/30	
Coconut Palms Community Development District				9/30	
Coconut Cay Community Development District				9/30	
Concorde Estates Community Development District				9/30	
Concorde Station Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Connerton West Community Development District				9/30	
Copper Creek Community Development District				9/30	
Copper Oaks Community Development District				9/30	
Copperstone Community Development District				9/30	
Coral Bay Community Development District				9/30	
Coral Keys Homes Community Development District				9/30	
Coral Town Park Community Development District				9/30	
Cordoba Ranch Community Development District				9/30	
Corkscrew Farms Community Development District				9/30	
Coronado Community Development District				9/30	
Cory Lakes Community Development District				9/30	
Country Club of Mount Dora Community Development District				9/30	
Country Greens Community Development District				9/30	
Country Walk Community Development District				9/30	
Covington Park Community Development District				9/30	
Creekside Community Development District				9/30	
Crestview II Community Development District				9/30	
Crestview West Community Development District				9/30	
Cross Country Home Services Community Development District				9/30	
Cross Creek Community Development District				9/30	
Cutler Cay Community Development District				9/30	
Cypress Cove Community Development District				9/30	
Cypress Grove Community Development District				9/30	
Cypress Lakes Community Development District				9/30	
Cypress Shadows Community Development District				9/30	
Deer Island Community Development District				9/30	
Deer Run Community Development District				9/30	
Diamond Hill Community Development District				9/30	
Double Branch Community Development District				9/30	
Dove Pond Community Development District				9/30	
Downtown Doral Community Development District				9/30	
Dunes Community Development District				9/30	
Dupree Lakes Community Development District				9/30	
Eagle Point Community Development District				9/30	
East Bonita Bridge Road Community Development District				9/30	
East Park Community Development District				9/30	
Easton Park Community Development District				9/30	
Enclave at Black Point Marina Community Development District				9/30	
Encore Community Development District				9/30	
Enterprise Community Development District				9/30	
Epperson Ranch Community Development District				9/30	
Estancia at Wiregrass Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Estates at Cherry Lake Community Development District				9/30	
Estuary Community Development District				9/30	
Falcon Trace Community Development District				9/30	
Fallschase Community Development District				9/30	
Fiddler’s Creek Community Development District				9/30	
Fishhawk I Community Development District				9/30	
Fishhawk II Community Development District				9/30	
Fishhawk III Community Development District				9/30	
Fishhawk IV Community Development District				9/30	
Fleming Island Plantation Community Development District				9/30	
Florida Green Finance Authority				9/30	
Founder’s Ridge Community Development District				9/30	
Fountainbleau Lakes Community Development District				9/30	
Forest Creek Community Development District				9/30	
Gardens at Millenia Community Development District				9/30	
Glen St. Johns Community Development District				9/30	
Gramercy Farms Community Development District				9/30	
Grand Bay at Doral Community Development District				9/30	
Grand Hampton Community Development District				9/30	
Grand Haven Community Development District				9/30	
Greater Lakes/Sawgrass Community Development District				9/30	
Green Corridor PACE District				9/30	
Greyhawk Landing Community Development District				9/30	
Groves Community Development District				9/30	
Habitat Community Development District				9/30	
Hacienda Lakes Community Development District				9/30	
Hamal Community Development District				9/30	
Hammocks Community Development District				9/30	
Harbor Bay Community Development District				9/30	
Harbour Isles Community Development District				9/30	
Harbourage at Braden River Community Development District				9/30	
Harmony Community Development District				9/30	
Harrison Ranch Community Development District				9/30	
Hawk's Point Community Development District				9/30	
Hemmingway Point Community Development District				9/30	
Heritage Bay Community Development District				9/30	
Heritage Greens Community Development District				9/30	
Heritage Harbor Community Development District				9/30	
Heritage Harbor at Braden River Community Development District				9/30	
Heritage Harbour Market Place Community Development District				9/30	
Heritage Harbour South Community Development District				9/30	
Heritage Isles at Viera Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Heritage Isles Community Development District				9/30	
Heritage Landing Community Development District				9/30	
Heritage Oak Park Community Development District				9/30	
Heritage Park Community Development District				9/30	
Heritage Plantation Community Development District				9/30	
Heritage Springs Community Development District				9/30	
Heron Isles Community Development District				9/30	
Hickory Hammock Community Development District				9/30	
High Ridge/Quantum Community Development District				9/30	
Highlands Community Development District				9/30	
Hollywood Beach Community Development District				9/30	
Homestead 50 Community Development District				9/30	
Hypoluxo-Haverhill Community Development District				9/30	
Independence Park Community Development District				9/30	
Indigo Community Development District				9/30	
Indigo East Community Development District				9/30	
Interlaken Community Development District				9/30	
Islands at Doral III Community Development District				9/30	
Islands at Doral (NE) Community Development District				9/30	
Islands at Doral (SW) Community Development District				9/30	
Islands at Doral Townhomes Community Development District				9/30	
Isles of Coconut Cay Community Development District				9/30	
Journey's End Community Development District				9/30	
Jurlington Creek Plantation Community Development District				9/30	
K-Bar Ranch Community Development District				9/30	
Kendall Breeze Community Development District				9/30	
Kendall Breeze West Community Development District				9/30	
Key Marco Community Development District				9/30	
Keys Cove Community Development District				9/30	
Keys Cove II Community Development District				9/30	
La Collina Community Development District				9/30	
Laguna Estates Community Development District				9/30	
Laguna Lakes Community Development District				9/30	
Lake Ashton Community Development District				9/30	
Lake Ashton II Community Development District				9/30	
Lake Francis Community Development District				9/30	
Lake Padgett Estates Independent District				9/30	
Lake Powell Residential Golf Community Development District				9/30	
Lakes by the Bay South Community Development District				9/30	
Lakeshore Ranch Community Development District				9/30	
Lakeside Community Development District				9/30	
Lakeside Landings Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Lakeside Plantation Community Development District				9/30	
Lakewood Ranch 1 Community Development District				9/30	
Lakewood Ranch 2 Community Development District				9/30	
Lakewood Ranch 3 Community Development District				9/30	
Lakewood Ranch 4 Community Development District				9/30	
Lakewood Ranch 5 Community Development District				9/30	
Lakewood Ranch 6 Community Development District				9/30	
Legacy Springs Community Development District				9/30	
Legends Bay Community Development District				9/30	
Lexington Community Development District				9/30	
Live Oak Lake Community Development District				9/30	
Live Oak No. 1 Community Development District				9/30	
Long Lake Ranch Community Development District				9/30	
Longleaf Community Development District				9/30	
Lucaya Community Development District				9/30	
Madeira Community Development District				9/30	
Magnolia Park Community Development District				9/30	
Magnolia West Community Development District				9/30	
Main Street Community Development District				9/30	
Mainstreet Community Development District				9/30	
Majorca Isles Community Development District				9/30	
Maple Ridge Community Development District				9/30	
Marsh Harbour Community Development District				9/30	
Marshall Creek Community Development District				9/30	
Mayfair Community Development District				9/30	
Meadow Pines Community Development District				9/30	
Meadow Point I Community Development District				9/30	
Meadow Point III Community Development District				9/30	
Meadow Point IV Community Development District				9/30	
Meadow Woods Community Development District				9/30	
Mediterra North Community Development District				9/30	
Mediterra South Community Development District				9/30	
Mediterranea Community Development District				9/30	
Middle Village Community Development District				9/30	
Mira Lago West Community Development District				9/30	
Mirada Community Development District				9/30	
Miromar Lakes Community Development District				9/30	
Montecito Community Development District				9/30	
Monterey/Congress Community Development District				9/30	
Myakka Community Development District				9/30	
Moody River Estates Community Development District				9/30	
Myakka Ranch Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Myrtle Creek Community Development District				9/30	
Naples Heritage Community Development District				9/30	
Narcoossee Community Development District				9/30	
Newport Tampa Bay Community Development District				9/30	
North Dade Community Development District				9/30	
Northern Riverwalk Community Development District				9/30	
Northwood Community Development District				9/30	
Oak Creek Community Development District				9/30	
Oakridge Community Development District				9/30	
Oaks at Shady Creek, The Community Development District				9/30	
Oakstead Community Development District				9/30	
Old Palm Community Development District				9/30	
Orchid Grove Community Development District				9/30	
Osprey Oaks Community Development District				9/30	
OTC Community Development District				9/30	
Palm Bay Community Development District				9/30	
Palm Beach Plantation Community Development District				9/30	
Palm Coast Park Community Development District				9/30	
Palm Glades Community Development District				9/30	
Palma Sola Trace Community Development District				9/30	
Palms of Terra Ceia Bay Community Development District				9/30	
Pan American West Community Development District				9/30	
Panther Trace I Community Development District				9/30	
Panther Trace II Community Development District				9/30	
Panther Trails Community Development District				9/30	
Parker Road Community Development District				9/30	
Parklands Lee Community Development District				9/30	
Parklands West Community Development District				9/30	
Parkway Center Community Development District				9/30	
Paseo Community Development District				9/30	
PBR Community Development District				9/30	
Pebblewalk Village Community Development District				9/30	
Pelican Marsh Community Development District				9/30	
Pembroke Harbor Community Development District				9/30	
Pentathlon Community Development District				9/30	
Pine Air Lakes Community Development District				9/30	
Pine Island Community Development District				9/30	
Pine Island South Community Development District				9/30	
Piney-Z Community Development District				9/30	
Pioneer Community Development District				9/30	
Poinciana Community Development District				9/30	
Poinciana West Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Portico Community Development District				9/30	
Portofino Cove Community Development District				9/30	
Portofino Isles Community Development District				9/30	
Portofino Landings Community Development District				9/30	
Portofino Shores Community Development District				9/30	
Portofino Springs Community Development District				9/30	
Portofino Vineyards Community Development District				9/30	
Portofino Vista Community Development District				9/30	
Preserve at Wilderness Lake Community Development District				9/30	
Principal One Community Development District				9/30	
Quantum Community Development District				9/30	
Quantum Park Overlay Community Development District				9/30	
Quarry Community Development District				9/30	
Randal Park Community Development District				9/30	
Remington Community Development District				9/30	
Renaissance Community Development District				9/30	
Reserve Community Development District				9/30	
Reserve 2 Community Development District				9/30	
Reunion East Community Development District				9/30	
Reunion West Community Development District				9/30	
River Bend Community Development District				9/30	
River Glen Community Development District				9/30	
River Hall Community Development District				9/30	
River Place on the St. Lucie Community Development District				9/30	
River Ridge Community Development District				9/30	
Rivercrest Community Development District				9/30	
Rivers Edge Community Development District				9/30	
Sable Palm Community Development District				9/30	
Sail Harbour Community Development District				9/30	
Sampson Creek Community Development District				9/30	
Sandy Creek Community Development District				9/30	
Sausalito Bay Community Development District				9/30	
Seven Oaks I Community Development District				9/30	
Seven Oaks II Community Development District				9/30	
Silver Palms Community Development District				9/30	
Silverado Community Development District				9/30	
Six Mile Creek Community Development District				9/30	
Somerset Community Development District				9/30	
Sonoma Bay Community Development District				9/30	
South Bay Community Development District				9/30	
South Fork Community Development District				9/30	
South Fork East Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
South Fork III Community Development District				9/30	
South Kendall Community Development District				9/30	
South Shore Corporate Park Industrial Community Development District				9/30	
South-Dade Venture Development District				9/30	
South Village Community Development District				9/30	
Southaven Community Development District				9/30	
Southern Hills Plantation I Community Development District				9/30	
Southern Hills Plantation II Community Development District				9/30	
Southern Hills Plantation III Community Development District				9/30	
Spicewood Community Development District				9/30	
Split Pine Community Development District				9/30	
Springridge Community Development District (formerly Killarney)				9/30	
St. John's Forest Community Development District				9/30	
Sterling Hill Community Development District				9/30	
Stevens Plantation Community Development District				9/30	
Stonebrier Community Development District				9/30	
Stonegate Community Development District				9/30	
Stoneybrook at Venice Community Development District				9/30	
Stoneybrook Community Development District				9/30	
Stoneybrook Oaks Community Development District				9/30	
Storey Park Community Development District				9/30	
Summerville Community Development District				9/30	
Summit at Fern Hill Community Development District				9/30	
Sunny Hills Units 12-15 Dependent District				9/30	
SWI Community Development District				9/30	
Talavera Community Development District				9/30	
Tampa Palms Community Development District				9/30	
Tampa Palms Open Space and Transport Community Development District				9/30	
Tapestry Community Development District				9/30	
Tara Community Development District				9/30	
Terra Bella Community Development District				9/30	
Tesoro Community Development District				9/30	
Thousand Oaks Community Development District				9/30	
Tison's Landing Community Development District				9/30	
Tolomato Community Development District				9/30	
Tomoka Community Development District				9/30	
Toscana Isles Community Development District				9/30	
Town Center at Palm Coast Community Development District				9/30	
Tradition Community Development District				9/30	
Trails Community Development District				9/30	
Trails at Monterey Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Treaty Oaks Community Development District				9/30	
Tree Island Estates Community Development District				9/30	
Treeline Preserve Community Development District				9/30	
Trevesta Community Development District				9/30	
Triple Creek Community Development District				9/30	
TSR Community Development District				9/30	
Turnbull Creek Community Development District				9/30	
Turtle Run Community Development District				9/30	
Tuscany Reserve Community Development District				9/30	
Twelve Oaks Community Development District				9/30	
Two Creeks Community Development District				9/30	
University Place Community Development District				9/30	
University Square Community Development District				9/30	
Urban Orlando Community Development District				9/30	
Valencia Acres Community Development District				9/30	
Vasari Community Development District				9/30	
Venetian Community Development District				9/30	
Venetian Isles Community Development District				9/30	
Venetian Parc Community Development District				9/30	
Verandah Community Development District				9/30	
Verandah East Community Development District				9/30	
Verandah West Community Development District				9/30	
Verandahs Community Development District				9/30	
Verano #1 Community Development District				9/30	
Verano Center Community Development District				9/30	
Verona Walk Community Development District				9/30	
Viera East Community Development District				9/30	
Villa Portofino East Community Development District				9/30	
Villa Portofino West Community Development District				9/30	
Villa Vizcaya Community Development District				9/30	
Village Walk of Bonita Springs Community Development District				9/30	
Villages at Bloomingdale Community Development District				9/30	
Village at Gulfstream Park Community Development District				9/30	
Villages of Glen Creek Community Development District				9/30	
Villages of Westport Community Development District				9/30	
Vista Community Development District				9/30	
Vista Lakes Community Development District				9/30	
Vizcaya in Kendall Community Development District				9/30	
Walnut Creek Community Development District				9/30	
Waterchase Community Development District				9/30	
Waterford Estates Community Development District				9/30	
Waterford Landing Community Development District				9/30	

	Governmental Audit	Utility Audit	Current Client	Year End	
Watergrass Community Development District				9/30	
Waterlefe Community Development District				9/30	
Water's Edge Community Development District				9/30	
Waterset North Community Development District				9/30	
Waterstone Community Development District				9/30	
Wentworth Estates Community Development District				9/30	
West Lake Community Development District				9/30	
West Villages Independent District				9/30	
Westchase Community Development District				9/30	
Westchester Community Development District				9/30	
Westridge Community Development District				9/30	
Willow Creek Community Development District				9/30	
Winding Cypress Community Development District				9/30	
Windsor at Westside Community Development District				9/30	
Winston Trails East Community Development District				9/30	
Winter Garden Village at Fowler Groves Community Development District				9/30	
Woodlands Community Development District				9/30	
World Commerce Community Development District				9/30	
Wyndam Park Community Development District				9/30	
Wynnfield Lakes Community Development District				9/30	
Wynnmere West Community Development District				9/30	
TOTAL	437	3	255		

	Attestation Services	Consulting Services	Governmental Audit	Single Audit	CAFR	Current Client	Year End		
Broward County School District (Joint Venture) (Assessment of Maintenance Operations)							N/A		
Broward County School District (Joint Venture, 20%)							6/30		
Florida Community College at Jacksonville (Internal Audit)							6/30		
Florida Transit Association Finance Corporation							6/30		
Highland County School District (Internal Funds Audit)							6/30		
Palm Beach County School District (Assessment of maintenance for Facility and Property Management) (Internal Funds Audit)							6/30		
Palm Beach County School District (Joint Venture, 20%)							6/30		
Migrant Health Services of Palm Beach County							N/A		
South Florida Water Management District							9/30		
South Florida Water Management District CERP Program Management Services (Joint Venture)							N/A		
State of Florida Department of Management Services (Construction)							N/A		
State of Florida Department of Transportation (Overhead Audits - Various)							N/A		
TOTAL	2	3	8	4	2	2			

	Attestation Services	Financial Audit	Consulting Services	Governmental Audit	Single Audit	Tax Services	
Current Client	
Year End	
Aid to Victims of Domestic Abuse, Inc.								6/30	
Alliance for Human Services, Inc.								6/30	
Brevard Workforce Development Board, Inc.								6/30	
Broward County Human Rights Board/Division (Joint Venture, 30%)								N/A	
Broward Education Foundation								6/30	
CareerSource Broward								9/30	
Christian Manor								12/31	
Delray Beach Community Land Trust								9/30	
Family Promise								12/31	
Florida Public Transportation Association, Inc.								9/30	
Florida Transit Association Finance Corporation								9/30	
Hispanic Human Resources Council								9/30	
Mae Volen Senior Center								6/30	
National Board for Registration of Registrars								3/31	
National Cancer Registration Board								6/30	
North Lauderdale Academy High School								6/30	
Northwood Development Corporation								9/30	
Palm Beach Community College Foundation								6/30	
Palm Beach County Workforce Development Board (Joint Venture, 25%)								6/30	
Pasco-Hernando Workforce Board								6/30	
Southwest Florida Workforce Development Board								6/30	
Urban League of Palm Beach County								6/30	
TOTAL	9	13	5	13	9	13	6		

	
Financial Audit	ERISA/DOL	Current Client	

Year End		
Campbell Property Management 401(k)				12/31		
City of Cooper City General Employee Retirement Plan				9/30		
City of Lauderhill General Employee Retirement Plan				9/30		
City of Parkland Police Pension Fund				9/30		
City of Sunrise General Employees' Retirement System				9/30		
Cross County Home Services and Affiliates 401(k) Plan				9/30		
Danmar Corporation 401(k) Plan				12/31		
Florida Public Utilities 401(k) and Pension Plans				12/31		
Jacksonville Police and Fire Pension Fund				9/30		
Pinetree Water Control District Defined Contribution Retirement Plan				9/30		
San Carlos Park Fire Protection and Rescue Service District				9/30		
Town of Davie General Employees Retirement Plan				9/30		
Town of Hypoluxo Defined Contribution Retirement Plan				9/30		
Town of Lauderdale By The Sea Volunteer Firefighters Pension Plan				9/30		
TOTAL	14	4	9			

	Governmental Audit	
Single Audit	
Utility Audit	
Current Client	
Year End	
Belle Fontaine Improvement District					9/30	
Boca Raton Airport Authority					9/30	
Central Broward Water Control District					9/30	
Central County Water Control District					9/30	
Citrus County Mosquito Control District					9/30	
Coquina Water Control District					9/30	
East Central Regional Wastewater Treatment Facility					9/30	
East Naples Fire Control and Rescue District					9/30	
Greater Boca Raton Beach and Park District					9/30	
Greeneway Improvement District					9/30	
Hobe-St. Lucie Conservancy District					9/30	
Homestead Educational Facilities Benefits District					9/30	
Horizons Improvement District					9/30	
Indian Trail Improvement District					9/30	
Key Largo Waste Water Treatment District					9/30	
Lake Padgett Estates Independent Special District					9/30	
Lakewood Ranch Inter-District Authority					9/30	
Lost Rabbit Public Improvement District					9/30	
Loxahatchee Groves Water Control District					9/30	
Myakka City Fire Control District					9/30	
Old Plantation Control District					9/30	
Pal Mar Water Control District					9/30	
Palm Beach Soil and Water Conservation District					9/30	
Pinellas Park Water Management District					9/30	
Pine Tree Water Control District (Broward)					9/30	
Pinetree Water Control District (Wellington)					9/30	
Ranger Drainage District					9/30	
Renaissance Improvement District					9/30	
San Carlos Park Fire Protection and Rescue Service District					9/30	
South Central Regional Wastewater Treatment and Disposal Board					9/30	
South Indian River Water Control District					9/30	
South Trail Fire Protection & Rescue District					9/30	
St. Lucie West Services District					9/30	
Sun 'N Lake of Sebring Improvement District					9/30	
Sunshine Water Control District					9/30	
Twelve Oaks Improvement District					9/30	
West Lakeland Water Control District					9/30	
West Villages Independent District					9/30	
TOTAL	38	3	3	24		

Staff Qualifications, Experience & Resumes
QUALITY AND EXPERIENCE OF FIRM’S ASSIGNED AUDITING PERSONNEL

You will have two partners available and our consultant for any technical assistance. In addition, a senior will be assigned to the engagement that will perform the majority of fieldwork. Additional staff are available to assist with the engagement should the need arise.

Name	Years performing government audits	CPE within last 2 years	Professional Memberships	
ANTONIO J. GRAU, CPA
(Partner)	Over 30	Government Accounting, Auditing: 95 hours

Accounting, Auditing and Other: 62 hours	AICPA FICPA FGFOA GFOA	
ANTONIO S. GRAU, CPA
(Concurring Review Consultant)	Over 40	Government Accounting and Auditing: 32 hours

Accounting, Auditing and Other: 62 hours	AICPA FICPA ICPA	
RACQUEL MCINTOSH, CPA
(Partner)	Over 13	Government Accounting and Auditing hours:62

Accounting, Auditing and Other: 20 hours	AICPA FICPA FGFOA FASD	
POSITION DESCRIPTIONS

Engagement Partner
The engagement will be performed under the direct supervision of an Engagement Partner. The Engagement Partner will participate extensively during the various stages of the engagement and has direct responsibility for engagement policy, direction, supervision, quality control, security, confidentiality of information of the engagement and communication with client personnel.

The Engagement Partner will also be involved in:
coordinating all services;
directing the development of the overall audit approach and plan;
performing an overriding review of work papers;
resolving technical accounting and reporting issues;
reviewing, approving and signing reports, management letters, and other audit engagement products; and,
ascertaining client satisfaction with all aspects of our engagement, such as services and the personnel assigned.

Concurring Review and Advisory Consultant
A Concurring Review Consultant will be available as a sounding board to advise in those areas where problems are encountered. He will also perform a second review of all reports to be issued by Grau & Associates.

Audit Manager and Senior
The assigned personnel will work closely with the partner and the District to ensure that the financial statements and all other reports are prepared in accordance with professional standards and firm policy. Responsibilities will include:

planning the audit;
preparing or modifying audit programs, as needed;
evaluating internal control and assessing risk;
communicating with the client and the partners the progress of the audit; and
determining that financial statements and all reports issued by the firm for accuracy, completeness and that they are prepared in accordance with professional standards and firm policy.

Information Technology Consultants and Personnel

In addition to the assigned personnel above, Grau and Associates has staff with significant IT auditing experience that will assist in the evaluation and testing of internal controls. Because our staff has both a financial audit and IT background, they are able to communicate effectively all IT related concerns to management. In addition, Grau contracts with an outside group of IT management consultants to assist with matters including, but not limited to; network and database security, internet security and vulnerability testing.

Grau’s engagement team’s workload is organized in such a way that additional activities brought about by this engagement will not impact our current commitments to our clients. We have sufficient staff capacity to integrate these professional services into our present operations, while continuing to maintain the highest standards of quality and time lines for our clients.
COMPOSITION OF ENGAGEMENT TEAM

In contrast to the majority of both national and local firms, Grau’s proposed engagement team is comprised of an exceptionally large percentage of high-level audit professionals. This gives us the ability to quickly recognize problems and be more efficient as a result of our Team’s DECADES of governmental auditing experience.

Grau & Associates

30%

PARTNER/CONSULTANT MANAGERS
SENIOR
STAFF

30%

20%

20%

80 percent of engagement will be performed by
Partners, Management and Senior Staff
VS.

Typical Local CPA Firm:

15%

PARTNERS MANAGERS SENIOR
STAFF
Typical National CPA Firm

10%

PARTNERS MANAGERS SENIOR STAFF

45%

20%
55%

20%

Fifty-five percent of engagement is performed by “Management”
Forty-five percent of engagement is performed by “Management”
Antonio J. Grau, CPA, Partner
e-mail: tgrau@graucpa.com

Education
Bachelor of Arts, Business Administration, 1983 University of South Florida; Certificate of Educational Achievement from the AICPA in Governmental Single Audits, 2016

Professional History
CPA, in Florida since February 28, 1985, Certificate No. 15330
Grau & Associates	Partner	2005-Present	
Grau & Company	Partner	1995-2005	
Grau & Company	Audit Manager	1987-1995	
International Firm	Auditor	1985-1986	
Grau & Company	Staff Accountant	1983-1984	

Clients Served (partial list)

(>300) Various Special Districts	Key Largo Water Treatment District	
Brevard Workforce Board	Mae Volen Senior Center, Inc.	
Broward Education Foundation	North Lauderdale Academy High School	
City of Cooper City	Orlando Housing Authority	
City of Lauderdale Lakes	Palm Beach County Workforce Development Board	
City of Lauderhill	Peninsula Housing Programs	
City of Lauderhill General Pension	School Board of Broward County	
City of North Lauderdale	School Board of Miami-Dade County	
City of Oakland Park	School Board of Palm Beach County	
City of Weston	South Florida Water Management District	
Delray Beach Housing Authority	Southwest Florida Workforce Development Board	
East Central Regional Wastewater Treatment Facl.	Town of Davie	
Florida Community College at Jacksonville	Town of Highland Beach	
Florida Department of Management Services	Town of Hypoluxo	
Greater Boca Raton Park & Beach District	Village of Golf	
Highland County School District	Village of Wellington	
Hispanic Human Resource Council	West Palm Beach Housing Authority	

Professional Education (over the last two years)
Course	Hours
Government Accounting and Auditing	95
Accounting, Auditing and Other	62
Total Hours	157 (includes of 4 hours of Ethics CPE)
Other Qualifications
As a member of the Government Finance Officers Association Special Review Committee, Mr. Grau participated in the review process for awarding the GFOA Certificate of Achievement in Financial Reporting. Mr. Grau was the review team leader for the Quality Review of the Office of Management Audits of School Board of Miami- Dade County.

Professional Associations/Memberships
American Institute of Certified Public Accountants Florida Government Finance Officers Association Florida Institute of Certified Public Accountants	Government Finance Officers Association Member City of Boca Raton Financial Advisory Board Member
Antonio S. Grau, CPA, Concurring Review Consultant
e-mail: asgrau@graucpa.com

Education
Bachelor Degree, Business Administration, 1966, University of Miami, Certificate of Educational Achievement from the AICPA in Governmental and Not-For-Profit Accounting and Auditing, 1994/1995

Professional History
CPA in Florida since April 29, 1970, Certificate No. 2623
Grau & Company	Partner	1977-2004	
Public Company	Financial Officer	1972-1976	
International Firm	Auditor	1966-1972	

Clients Served (partial list)
Mr. Grau was the head of the governmental audit department of Grau & Company, and performs the concurring review and advises on all the governmental audits of the firm.
Atlanta Housing Authority	Hispanic Human Resource Council	
Broward County Housing Authority	Mae Volen Senior Center, Inc.	
City of Dania Beach	Miami Beach Housing Authority	
City of Lauderdale Lakes	North Lauderdale Academy High School	
City of Lauderhill	Palm Beach County Workforce Development Board	
City of Lauderhill General Pension	School Board of Miami-Dade County	
City of Miami Springs	South Florida Water Management District	
City of Oakland Park	Town of Hypoluxo	
City of Sweetwater Pension	Town of Lauderdale-By-The-Sea	
Florida Community College at Jacksonville	Town of Miami Lakes	
Highland County School District	Town of Southwest Ranches	
Downtown Development Authority of the City of Miami / Community Development Block Grants	Village of Biscayne Park
West Palm Beach Housing Authority	

Professional Education (over the last two years)
Course	Hours
Government Accounting and Auditing	32
Accounting, Auditing and Other	62
Total Hours	94 (includes of 4 hours of Ethics CPE)

Other Qualifications
Mr. Grau was the review team leader for the Quality Review of the Office of Management Audits of School Board of Miami-Dade County.

Professional Associations/Memberships
Member, American Institute of Certified Public Accountants	Institute of Certified Public Accountants (1996-1997)	
Member, Florida Institute of Certified Public Accountants	Institute of Certified Public Accountants (1991 - 1993)	
Past member, State and Local Government Committee, Florida		
Past member, Quality Review Acceptance Committee, Florida		
Past member of BKR International Committee on Government and Non-Profit Accounting and Auditing		
Racquel C. McIntosh, CPA, Partner
ail: rmcintosh@graucpa.com / 561-939-6669

Education
Master of Accounting, MACC; Florida Atlantic University, December 2004;
Bachelor of Arts – Majors: Accounting and Finance; Florida Atlantic University, May 2003

Professional History
Grau & Associates	Partner	2014-Present	
Grau & Associates	Manager	2009-2014	
Grau & Associates	Senior Auditor	2007-2009	
Grau & Associates	Staff Auditor	2006-2007	
Grau & Company	Staff Auditor	2005-2006	

Clients Served (partial list)

(>300) Various Special Districts	Pinetree Water Control District (Broward/Palm Beach)	
Boca Raton Airport Authority	Ranger Drainage District	
Brevard Workforce Development Board	San Carlos Park Fire Protection & Rescue District	
Broward Education Foundation	South Central Reg. Wastewater Treatment & Disposal Bd.	
Central Broward Water Control District	South Trail Fire Protection & Rescue	
City of Cooper City	Southwest Florida Workforce Development Board	
City of Pompano Beach (Joint Venture)	Sun N Lake of Sebring Improvement District	
City of West Park	Town of Highland Beach	
City of Weston	Town of Hypoluxo	
East Central Reg. Wastewater Treatment Fac.	Town of Lantana	
East Naples Fire Control & Rescue District	Town of Hillsboro Beach	
Greater Boca Raton Beach & Park District	Village of Golf	
Key Largo Wastewater Treatment District	Village of Wellington	
Professional Education (over the last two years)

Course	Hours	
Government Accounting and Auditing	62	
Accounting, Auditing and Other	20	
Total Hours	82 (includes of 4 hours of Ethics CPE)	

Professional Associations/ Memberships

American Institute of Certified Public Accountants	FICPA State & Local Government Committee	
Florida Institute of Certified Public Accountants	FICPA Atlantic Chapter Board Member	
FICPA Young CPAs Committee	FGFOA Palm Beach Chapter	

References
We have included three references of government engagements that require compliance with laws and regulations, follow fund accounting, and have financing requirements, which we believe are similar to the District.

Dunes Community Development District		
Scope of Work	Financial audit	
Engagement Partner	Antonio J. Grau	
Dates	Annually since 1998	
Client Contact	Darrin Mossing, Finance Director 475 W. Town Place, Suite 114
St. Augustine, Florida 32092
904-940-5850	

Two Creeks Community Development District		
Scope of Work	Financial audit	
Engagement Partner	Antonio J. Grau	
Dates	Annually since 2007	
Client Contact	William Rizzetta, President 3434 Colwell Avenue, Suite 200
Tampa, Florida 33614
813-933-5571	

Journey’s End Community Development District		
Scope of Work	Financial audit	
Engagement Partner	Antonio J. Grau	
Dates	Annually since 2004	
Client Contact	Todd Wodraska, Vice President 2501 A Burns Road
Palm Beach Gardens, Florida 33410 561-630-4922	

Specific Audit Approach
SCOPE / WORK PRODUCTS / RESULTS
Grau’s Understanding of Work Product / Scope of Services:
We recognize the District is an important entity and we are confident our firm is eminently qualified to meet the challenges of this engagement and deliver quality audit services. You would be a valued client of our firm and we pledge to commit all firm resources to provide the level and quality of services (as described below) which not only meet the requirements set forth in the RFP but will exceed those expectations. Grau & Associates fully understands the scope of professional services and work products requested. Our audit will follow the Auditing Standards of the AICPA, Generally Accepted Government Auditing Standards, issued by the Comptroller General of the United States, and the Rules of the Auditor General of the State of Florida and any other applicable Federal, State of Local regulations. We will deliver our reports in accordance with your requirements.

Proposed segmentation of the engagement
Our approach to the audit engagement is a risk-based approach which integrates the best of traditional auditing techniques and a total systems concept to enable the team to conduct a more efficient and effective audit. The audit will be conducted in three phases, which are as follows:

Phase I - Preliminary Planning
A thorough understanding of your organization, service objectives and operating environment is essential for the development of an audit plan and for an efficient, cost-effective audit. During this phase, we will meet with appropriate personnel to obtain and document our understanding of your operations and service objectives and, at the same time, give you the opportunity to express your expectations with respect to the services that we will provide. Our work effort will be coordinated so that there will be minimal disruption to your staff.

During this phase we will perform the following activities:

Review the regulatory, statutory and compliance requirements. This will include a review of applicable federal and state statutes, resolutions, bond documents, contracts, and other agreements.
Read minutes of meetings.
Review major sources of information such as budgets, organization charts, procedures, manuals, financial systems, and management information systems.
Obtain an understanding of fraud detection and prevention systems.
Obtain and document an understanding of internal control. Consider the methods that are used to process accounting information which influence the design of the internal control. This understanding includes knowledge about the design of relevant policies, procedures, and records, and whether they have been placed in operation.
Assess risk and determine what controls we are to rely upon and what tests we are going to perform. Perform test of controls.
Develop audit programs to incorporate the consideration of financial statement assertions, specific audit objectives, and appropriate audit procedures to achieve the specified objectives.
Discuss and resolve any accounting, auditing and reporting matters which have been identified.
Phase II – Execution of Audit Plan
The audit team will complete a major portion of transaction testing and audit requirements during this phase. The procedures performed during this period will enable us to identify any matter that may impact the completion of our work or require the attention of management. Tasks to be performed in Phase II include, but are not limited to the following:

Apply analytical procedures to further assist in the determination of the nature, timing, and extent of auditing procedures used to obtain evidential matter for specific account balances or classes of transactions.
Perform tests of account balances and transactions through sampling, vouching, confirmation and other analytical procedures.
Perform tests of compliance.
Phase III - Completion and Delivery

In this phase of the audit, we will complete the tasks related to year-end balances and financial reporting. All reports will be reviewed with management before issuance, and the partners will be available to meet and discuss our report and address any questions. Tasks to be performed in Phase III include, but are not limited to the following:

Perform final analytical procedures.
Review information and make inquiries for subsequent events.
Meeting with Management to discuss preparation of draft financial statements and any potential findings or recommendations.

You should expect more from your accounting firm than a signature in your annual financial report. Our concept of truly responsive professional service emphasizes taking an active interest in the issues of concern to our clients and serving as an effective resource in dealing with those issues. In following this approach, we not only audit financial information with hindsight but also consider the foresight you apply in managing operations.

Application of this approach in developing our management letter is particularly important given the increasing financial pressures and public scrutiny facing today’s public officials. We will prepare the management letter at the completion of our final procedures.

In preparing this management letter, we will initially review any draft comments or recommendations with management. In addition, we will take necessary steps to ensure that matters are communicated to those charged with governance.

In addition to communicating any recommendations, we will also communicate the following, if any:

Significant audit adjustments;
Significant deficiencies or material weaknesses;
Disagreements with management; and,
Difficulties encountered in performing the audit.

Our findings will contain a statement of condition describing the situation and the area that needs strengthening, what should be corrected and why. Our suggestions will withstand the basic tests of corrective action:
The recommendation must be cost effective;
The recommendations are to be the simplest to effectuate in order to correct a problem;
The recommendation must go to the heart of the problem and not just correct symptomatic matter; and
The corrective action must take into account why the deficiency occurred.

To assure full agreement with facts and circumstances, we will fully discuss each item with Management prior to the final exit conference. This policy means there will be no “surprises” in the management letter and fosters a professional, cooperative atmosphere.

Communications

We emphasize a continuous, year-round dialogue between the District and our management team. We typically begin our audit process with an entrance conference before the onsite fieldwork begins. We regularly communicate through personal telephone calls and electronic mail throughout the audit and on a regular basis. Our clients have the ability to transmit information to us on our secure client portal with the ability to assign different staff with separate log on and viewing capability. This further facilitates efficiency as all assigned users receive electronic mail notification as soon as new information has been posted into the portal. We strive to continue to keep an open line of communication through the fieldwork and ending with an exit conference.

Cost of Services
Our proposed all-inclusive fees for the financial audit for the fiscal years ended September 30, 2018-2022 are as follows:

Year Ended September 30,	 	Fee		
2018	$4,500	
2019	$4,700	
2020	$4,900	
2021	$5,100	
2022	$5,300	
TOTAL (2018-2022)	
$24,500	

The above fees are based on the assumption that the District maintains its current level of operations. Should conditions change or additional Bonds are issued the fees would be adjusted accordingly upon approval from all parties concerned.

Supplemental Information
Additional Services

CONSULTING / MANAGEMENT ADVISORY SERVICES

Grau & Associates also provide a broad range of other management consulting services. Our expertise has been consistently utilized by Governmental and Non-Profit entities throughout Florida. Examples of engagements performed are as follows:

Accounting systems
Development of budgets
Organizational structures
Financing alternatives
IT Auditing	Fixed asset records
Cost reimbursement
Indirect cost allocation
Grant administration and compliance	

ARBITRAGE

The federal government has imposed complex rules to restrict the use of tax-exempt financing. Their principal purpose is to eliminate any significant arbitrage incentives in a tax-exempt issue. We have determined the applicability of these requirements and performed the rebate calculations for more than 150 bond issues, including both fixed and variable rate bonds. Please find a partial list of clients served on the following pages.
GRAU HAS PROVIDED ARBITRAGE SERVICES FOR
GOVERMENTAL CLIENTS INCLUDING:

Aberdeen Community Development District	Heritage Palms Community Development District	
Amelia Walk Community Development District	Heritage Pines Community Development District	
Arlington Ridge Community Development District	Heritage Springs Community Development District	
Coconut Cay Community Development District	Huntington Community Development District	
Bartram Springs Community Development District	Indigo East Community Development District	
Bayside Improvement District	Islands of Doral III Community Development District	
Baywinds Community Development District	Julington Creek Plantation Comm. Dev. District	
Beacon Lakes Community Development District	Laguna Lakes Community Development District	
Beacon Tradeport Community Development District	Lake Ashton Community Development District	
Bobcat Trail Community Development District	Lake Ashton II Community Development District	
Boynton Village Community Development District	Lake Powell Residential Golf Community Dev. District	
Brandy Creek Community Development District	Lakes By The Bay South Community Dev. District	
Briger Community Development District	Lakewood Ranch 1 Community Development District	
Brighton Lakes Community Development District	Landmark at Doral Community Development District	
Brooks of Bonita Springs Community Development District	Jurlington Creek Plantation Community Dev. District	
Candller Hills East Community Development District	Lakewood Ranch 2 Community Development District	
Capital Region Community Development District	Lakewood Ranch 3 Community Development District	
Cedar Pointe Community Development District	Lakewood Ranch 4 Community Development District	
Championsgate Community Development District	Lakewood Ranch 5 Community Development District	
Chevel West Community Development District	Lakewood Ranch 6 Community Development District	
City Place Community Development District	Legacy Springs Improvement District No. 1	
Coconut Cay Community Development District	Live Oak Community Development District	
Colonial Country Club Community Development District	Main Street Community Development District	
Cory Lakes Community Development District	Marshall Creek Community Development District	
Country Greens Community Development District	Meadow Pointe II Community Development District	
Creekside Community Development District	Mediterra North Community Development District	
Double Branch Community Development District	Mediterra South Community Development District	
Dunes Community Development District	Mediterranea Community Development District	
Durbin Crossing Community Development District	Midtown Miami Community Development District	
East Bonita Beach Road Plantation Comm. Development District	Moody River Community Development District	
East Homestead Community Development District	Monterra Community Development District	
East Park Community Development District	Narcossee Community Development District	
Enclave at Black Point Marina Community Development District	North Springs Improvement District	
Falcon Trace Community Development District	Oakstead Community Development District	
Fiddler’s Creek Community Development District I	Old Palm Community Development District	
Fiddler’s Creek Community Development District II	Orchid Grove Community Development District	
Fleming Island Plantation Comm. Dev. District	OTC Community Development District	
Grand Haven Community Development District	Overoaks Community Development District	
Griffin Lakes Community Development District	Palm Glades Community Development District	
Habitat Community Development District	Parklands Lee Community Development District	
Hamal Community Development District	Parklands West Community Development District	
Hammocks Community Development District	Parkway Center Community Development District	
Harbour Lakes Estates Comm. Development District	Pine Air Lakes Community Development District	
Harmony Community Development District	Pine Island Community Development District	
Heritage Bay Community Development District	Pine Ridge Plantation Community Development District	
ARBITRAGE SERVICES (Continued)

Portofino Cove Community Development District
Portofino Isles Community Development District	Tuscany Reserve Community Development District
University Place Community Development District	
Portofino Landings Community Development District	Urban Orlando Community Development District	
Portofino Shores Community Development District	Vasari Community Development District	
Portofino Vista Community Development District	Verandah East Community Development District	
Reunion East Community Development District	Verandah West Community Development District	
Reunion West Community Development District	Verano Center Community Development District	
Ridgewood Trails Community Development District	Villa Portofino East Community Development District	
River Place on the St. Lucie Community Dev. District	Villa Vizcaya Community Development District	
Rolling Hills Community Development District	Villages of Westport Comm. Development District	
Sampson Creek Community Development District	Villasol Community Development District	
South Dade Venture Community Development District	Vista Lakes Community Development District	
South Village Community Development District	Vizcaya Community Development District	
Spicewood Community Development District	Vizcaya in Kendall Community Development District	
Split Pine Community Development District	Walnut Creek Community Development District	
Stonegate Community Development District	Waterchase Community Development District	
Stoneybrook Community Development District	Waterford Estates Community Development District	
Stoneybrook West Community Development District	Waterstone Community Development District	
The Crossings at Fleming Island Comm. Dev. District	Wentworth Estates Community Development District	
Tison’s Landing Community Development District
Treeline Preserve Community Development District
Turnbull Creek Community Development District	Westchester Community Development District #1
Woodlands Community Development District
Wynnfield Lakes Community Development District	

We look forward to providing Canopy Community Development District with our resources and experience to accomplish not only those minimum requirements set forth in your Request for Proposal, but to exceed those expectations!

For even more information on Grau & Associates please visit us on www.graucpa.com.

CANOPY
COMMUNITY DEVELOPMENT DISTRICT PROPOSAL FOR AUDIT SERVICES

PROPOSED BY:

Berger, Toombs, Elam, Gaines & Frank CERTIFIED PUBLIC ACCOUNTANTS, PL

600 Citrus Avenue, Suite 200	(772) 461-6120 Fort Pierce, Florida 34950

CONTACT PERSON:

J. W. Gaines, CPA, Director

DATE OF PROPOSAL:

November 26, 2018
TABLE OF CONTENTS

DESCRIPTION OF SECTION	PAGE

Letter of Transmittal	1-2
Profile of the Proposer
Description and History of Audit Firm	3
Professional Staff Resources	4-5
Ability to Furnish the Required Services	5
Arbitrage Rebate Services	6
Governmental Auditing Experience	7-14
Fee Schedule	15
Scope of Work to be Performed	15
Resumes	16-30
Peer Review Letter	31
Additional Documents Required
Instructions to Proposers	32-33
Evaluation Criteria Sheet	34

November 26, 2018

Canopy Community Development District Governmental Management Services, LLC 135 W Central Blvd, Suite 320
Orlando, FL 32801 Dear District Manager:
Thank you very much for the opportunity to present our professional credentials to provide audit services for Canopy Community Development District.

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL has assembled a team of governmental and nonprofit specialists second to none to serve our clients. Our firm  has the necessary qualifications and experience to serve as the independent auditors for Canopy Community Development District. We will provide you with top quality, responsive service.

Experience

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is a recognized leader in providing services to governmental and nonprofit agencies throughout Florida. We have  been the independent auditors for a number of local governmental agencies and through our experience in performing their audits, we have been able to increase our audit efficiency and; therefore, reduce costs. We have continually passed this cost savings on to our clients and will continue to do so in the future. As a result of our experience and expertise, we have developed an effective and efficient audit approach designed to meet or exceed the performance specifications in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the standards for financial and compliance audits. We will conduct the audit in accordance with auditing  standards generally accepted in the United States of America; “Government Auditing  Standards” issued by the Comptroller General of the United States; the provisions of the Single Audit Act, Subpart F of Title 2 US Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal  Awards, with minimal disruption to your operations. Our firm has frequent technical updates to keep our personnel informed and up-to-date on all changes that are occurring within the industry.

- 1 -

Canopy Community Development District November 26, 2018

Our firm is a member of the Government Audit Quality Center, an organization dedicated to improving government audit quality. We also utilize the audit program software of a nationally recognized CPA firm to assure us that we are up to date with all auditing standards and to assist us maintain maximum audit efficiencies.

To facilitate your evaluation of our qualifications and experience, we have arranged this proposal to include a resume of our firm, including our available staff, our extensive prior governmental and nonprofit auditing experience and clients to be contacted.

You need a firm that will provide an efficient, cost-effective, high-quality audit within critical time constraints. You need a firm with the prerequisite governmental and nonprofit experience to perform your audit according to stringent legal and regulatory requirements, a firm that understands the complex nature of community development districts and their unique compliance requirements. You need a firm with recognized governmental and nonprofit specialists within the finance and governmental communities. And, certainly, you need a firm that will provide you with valuable feedback to enhance your current and future operations. Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is that firm. J. W. Gaines is the person authorized to make representations for the firm.

Thank you again for the opportunity to submit this proposal to Canopy Community Development District.

Very truly yours,

Berger, Toombs, Elam, Gaines & Frank Certified Public Accountants PL
Fort Pierce, Florida

- 2 -
PROFILE OF THE PROPOSER
Description and History of Audit Firm
Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is a Treasure Coast public accounting firm, which qualifies as a small business firm, as established by the Small Business Administration (13 CFR 121.38), with offices in Fort Pierce and Stuart. We are a member of the Florida Institute of Certified Public Accountants and the American Institute of Certified Public Accountants. The firm was formed from the merger of Edwards, Berger, Harris & Company (originated in 1972) and McAlpin, Curtis & Associates (originated in 1949). J. W. Gaines and Associates (originated in 1979) merged with the firm in 2004. Our tremendous growth rate experienced over the last 69 years is directly attributable to the firm’s unrelenting dedication to providing the highest quality, responsive professional services attainable to its clients.
We are a member of the Private Companies Practice Section (PCPS) of the American Institute of Certified Public Accountants (AICPA) to assure we meet the highest standards. Membership in this practice section requires that our firm meet more stringent standards than standard AICPA membership. These rigorous requirements include the requirement of a triennial peer review of our firm’s auditing and accounting practice and annual Continuing Professional Education (CPE) for all accounting staff (whether CPA or non-CPA). For standard AICPA membership, only a quality review is required and only CPAs must meet CPE requirements.
We are also a member of the Government Audit Quality Center (“the Center”) of the American Institute of Certified Public Accountants to assure the quality of our government audits. Membership in the Center, which is voluntary, requires our firm to comply with additional standards to promote the quality of government audits.
We have been extensively involved in serving local government entities with professional accounting, auditing and consulting services throughout the entire 69 year history of our firm. Our substantial experience over the years makes us uniquely qualified to provide accounting, auditing, and consulting services to these clients. We are a recognized leader in providing services to governmental and nonprofit agencies on the Treasure Coast and in Central and South Florida, with extensive experience in auditing community development districts and water control districts. We were the independent auditors of the City of Fort Pierce for over 37 years and currently, we are the independent auditors for St. Lucie County since 2002, and for 34 of the 38 years that the county has been audited by CPA firms. Additionally, we have performed audits of the City of Stuart, the City of Vero Beach, Indian River County and Martin County. We also presently audit over 75 Community Development Districts throughout Florida.
Our firm was founded on the belief that we are better able to respond to our clients needs through education, experience, independence, quality control, and personal service. Our firm’s commitment to quality is reflected in our endeavor of professional excellence via continuing education, the use of the latest computer technology, professional membership in PCPS and peer review.
We believe our approach to audit engagements, intelligence and innovation teamed with sound professional judgment enables us to explore new concepts while remaining sensitive to the fundamental need for practical solutions. We take pride in giving you the assurance that the personal assistance you receive comes from years of advanced training, technical experience and financial acumen.
Professional Staff Resources

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL has a total of
27 professional and administrative staff (including 12 professional staff with extensive experience servicing government entities). The work will be performed out of our Fort  Pierce office with a proposed staff of one senior accountant and one or two staff accountants supervised by an audit manager and audit partner. With the exception of the directors of the firm’s offices, the professional staff is not specifically assigned to any of our individual offices. The professional and administrative staff resources available to you through Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL are as follows:
Total
Partners/Directors (CPA’s)	5	
Principals (CPA)	1	
Managers (CPA)	1	
Senior/Supervisor Accountants (1 CPA)	3	
Staff Accountants	7	
Computer Specialist	1	
Paraprofessional	6	
Administrative	  4	
Total – all personnel	28	

Following is a brief description of each employee classification:

Staff Accountant – Staff accountants work directly under the constant supervision of the auditor-in-charge and, are responsible for the various testing of documents, account analysis and any other duties as his/her supervisor believes appropriate. Minimum qualification for a staff accountant is graduation from an accredited university or college with a degree in accounting or equivalent.

Senior Accountant – A senior accountant must possess all the qualifications of the staff accountant, in addition to being able to draft the necessary reports and financial statements, and supervise other staff accountants when necessary.

Managers – A manager must possess the qualifications of the senior accountant, plus be able to work without extensive supervision from the auditor-in-charge. The manager should be able to draft audit reports from start to finish and to supervise the audit team, if necessary.

Principal – A principal is a partner/director in training. He has been a manager for several years and possesses the technical skills to act as the auditor–in-charge. A principal has no financial interest in the firm.

Partner/Director – The director has extensive governmental auditing experience and acts as the auditor-in-charge. Directors have a financial interest in the firm.
Professional Staff Resources (Continued)

Independence – Independence of the public accounting firm, with respect to the audit  client, is the foundation from which the public gains its trust in the opinion issued by the public accounting firm at the end of the audit process. This independence must be in appearance as well as in fact. The public must perceive that the accounting firm is independent of the audit entity to insure that nothing would compromise the opinion issued by the public accounting firm. Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is independent of Canopy Community Development District, including its elected officials and related parties, at the date of this proposal, as defined by the following rules, regulations, and standards:

AuSection 220 – Statements on Auditing Standards issued by the American Institute of Certified Public Accountants;

ET Sections 101 and 102 – Code of Professional Conduct of the American Institute of Certified Public Accountants;

Chapter 21A-1, Florida Administrative Code; Section 473.315, Florida Statutes; and,
Government Auditing Standards, issued by the Comptroller General of the United States.

On an annual basis, all members of the firm are required to confirm, in writing, that they have no personal or financial relationships or holding that would impair their independence with regard to the firm’s clients.

Independence is a hallmark of our profession. We encourage our staff to use professional judgment in situations where our independence could be impaired or the perception of a conflict of interest might exist. In the governmental sector, public perception is as important as professional standards. Therefore, the utmost care must be exercised by independent auditors in the performance of their duties.

Ability to Furnish the Required Services

As previously noted in the Profile of the Proposer section of this document, our firm has been in existence for over 69 years. We have provided audit services to some clients for over 30 years continually. Our firm is insured against physical loss through commercial insurance and we also carry liability insurance. The majority of our audit documentation is stored electronically, both  on our office network and on each employee laptop or computer assigned to each specific job. Our office computer network is backed up on tape, so in the event of a total equipment loss, we can restore all data as soon as replacement equipment is acquired. In addition, our field laptop computers carry the same data and can be used in the event of emergency with virtually no delay in completing the required services.
ADDITIONAL SERVICES PROVIDED

Arbitrage Rebate Services

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL also provides arbitrage rebate compliance and related services to governmental issuers. The Tax Reform Act of 1986 requires issuers of most tax-exempt obligations to pay (i.e., “rebate”) to the United States government any arbitrage profits. Arbitrage profits are earnings on the investment of bond proceeds and certain other monies in excess of what would have been earned had such monies been invested at a yield equal to the yield on the bonds.

Federal tax law requires that interim rebate calculations and payments are due at the end of every fifth bond year. Final payment is required upon redemption of the bonds. More frequent calculations may be deemed advisable by an issuer’s auditor, trustee or bond counsel or to assure that accurate and current records are available. These more frequent requirements are usually contained in the Arbitrage or Rebate Certificate with respect to the bonds.

Our firm performs a comprehensive rebate analysis and includes the following:

Verifying that the issue is subject to rebate;
Calculating the bond yield;
Identifying, and separately accounting for, all “Gross Proceeds” (as that term is defined in the Code) of the bond issue, including those requiring analysis due to “transferred proceeds” and/or “commingled funds” circumstances;
Determining what general and/or elective options are available to Gross proceeds of the issue;
Calculating the issue’s excess investment earning (rebate liability), if any;
Delivering appropriate documentation to support all calculations;
Providing an executive summary identifying the methodology employed, major assumptions, conclusions, and any other recommendations for changes in recordkeeping and investment policies;
Assisting as necessary in the event of an Internal Revenue Service inquiry; and,
Consulting with issue staff, as necessary, regarding arbitrage related matters.
GOVERNMENTAL AUDITING EXPERIENCE

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL has been practicing public accounting in Florida for 69 years. Our success over the years has been the result of a strong commitment to providing personalized quality service to our clients.

The current members of our firm have performed audits of over 900 community development districts, and over 1,800 audits of municipalities, counties and other governmental entities such as the City of Fort Pierce and St. Lucie County.

Our firm provides a variety of accounting, auditing, tax litigation support, and consulting services. Some of the professional accounting, auditing and management consulting services that are provided by our firm are listed below:

Performance of annual financial and compliance audits, including Single Audits of state and federal financial assistance programs, under the provisions of the Single Audit Act, Subpart F of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), with minimal disruptions to your operations;
Performance of special compliance audits to ascertain compliance with the applicable local, state and federal laws and regulations;
Issuance of comfort letters and consent letters in conjunction with the issuance of tax- exempt debt obligations, including compiling financial data and interim period financial statement reviews;
Calculation of estimated and actual federal arbitrage rebates;
Assistance in compiling historical financial data for first-time and supplemental submissions for GFOA Certificate of Achievement for Excellence in Financial Reporting;
Preparation of indirect cost allocation systems in accordance with Federal and State regulatory requirements;
Providing human resource and employee benefit consulting;
Performance of automation feasibility studies and disaster recovery plans;
Performance feasibility studies concerning major fixed asset acquisitions and utility plant expansion plans (including electric, water, pollution control, and sanitation utilities); and
Assistance in litigation, including testimony in civil and criminal court.
Assist clients who utilize QuickBooks software with their software needs. Our Certified QuickBooks Advisor has undergone extensive training through QuickBooks and has passed several exams to attain this Certification.

Continuing Professional Education

All members of the governmental audit staff of our firm, and audit team members assigned to this engagement, are in compliance with the Continuing Professional Education (CPE) requirements set forth in Government Auditing Standards issued by the Comptroller General of the United States. In addition, our firm is in compliance with the applicable provisions of the Florida Statutes that require CPA’s to have met certain CPE requirements prior to proposing on governmental audit engagements.
GOVERNMENTAL AUDITING EXPERIENCE (CONTINUED)

The audit team has extensive experience in performing governmental audits and is exposed to intensive and continuing concentration on these types of audits. Due to the total number of governmental audits our team performs, each member of our governmental staff must understand and be able to perform several types of governmental audits. It is our objective to provide each professional employee fifty hours or more of comprehensive continuing professional education each year. This is accomplished through attending seminars throughout Florida and is reinforced through in-house training.

Our firm has made a steadfast commitment to professional education. Our active attendance and participation in continuing professional education is a major part of our objective to obtain the most recent knowledge on issues which are of importance to our clients. We are growing on the reputation for work that our firm is providing today.

Quality Control Program

Quality control requires continuing commitment to professional excellence. Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is formally dedicated to that commitment.

To ensure maintaining the standards of working excellence required by our firm, we joined the Private Companies Practice Section (PCPS) of the American Institute of Certified Public Accountants (AICPA). To be a participating member firm of this practice section, a firm must obtain an independent Peer Review of its quality control policies and procedures to ascertain the firm’s compliance with existing auditing standards on the applicable engagements.

The scope of the Peer Review is comprehensive in that it specifically reviews the following quality control policies and procedures of the participating firm:

Professional, economic, and administrative independence;
Assignment of professional personnel to engagements;
Consultation on technical matters;
Supervision of engagement personnel;
Hiring and employment of personnel;
Professional development;
Advancement;
Acceptance and continuation of clients; and,
Inspection and review system.

We believe that our commitment to the program is rewarding not only to our firm, but primarily to our clients.

The external independent Peer Review of the elements of our quality control policies and procedures performed by an independent certified public accountant, approved by the PCPS of the AICPA, provides you with the assurance that we continue to conform to standards of the profession in the conduct of our accounting and auditing practice.
GOVERNMENTAL AUDITING EXPERIENCE (CONTINUED)

Our firm is also a member of Governmental Audit Quality Center (GAQC), a voluntary membership center for CPA firms that perform governmental audits. This center promotes the quality of governmental audits.

Our firm has completed successive Peer Reviews. These reviews included a representative sample of our firm’s local governmental auditing engagements. As a result of these reviews,  our firm obtained an unqualified opinion on our quality control program and work procedures. On page 31 is a copy of our most recent Peer Review report. It should be noted that we received a pass rating.

Our firm has never had any disciplinary actions by state regulatory bodies or professional organizations.

As our firm performs approximately one hundred audits each year that are reviewed by federal, state or local entities, we are constantly dealing with questions from these entities about our audits. We are pleased to say that any questions that have been raised were minor issues and were easily resolved without re-issuing any reports.

Certificate of Achievement for Excellence in Financial Reporting (CAFR)

We are proud and honored to have been involved with the City of Fort Pierce and the Fort Pierce Utilities Authority when they received their first Certificates of Achievement for  Excellence in Financial Reporting for the fiscal years ended September 30, 1988 and 1994, respectively. We were also instrumental in the City of Stuart receiving the award, in our first  year of performing their audit, for the year ended September 30, 1999.

We also assisted St. Lucie County, Florida for the year ended September 30, 2003, in preparing their first Comprehensive Annual Financial Report, and St. Lucie County has received their Certificate of Achievement for Excellence in Financial Reporting every year since.

As continued commitment to insuring that we are providing the highest level of experience, we have had at least one employee of our firm serve on the GFOA – Special Review Committee since the mid-1980s. This committee is made up of selective Certified Public Accountants throughout the United States who have demonstrated their high level of knowledge and expertise in governmental accounting. Each committee member attends a special review meeting at the Annual GFOA Conference. At this meeting, the committee reports on the Certificate of Achievement Program’s most recent results, future goals, and common reporting deficiencies.

We feel that our previous experience in assisting the City of Fort Pierce, the Fort Pierce Utilities Authority and St. Lucie County obtain their first CAFRs, and the City of Stuart in continuing to receive a CAFR and our firm’s continued involvement with the GFOA, and the CAFR review committee make us a valued asset for any client in the field of governmental financial reporting.
GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

References

Capron Trail Community Development	Gateway Community Development District		District
Jeff Walker, Special District Services	Stephen Bloom, Severn Trent Management (561) 630-4922	(954) 753-5841

The Reserve Community Development District	Port of the Islands Community Development
District
Darrin Mossing, Governmental Management	Cal Teague, Premier District Management Services LLC
(407) 841-5524	(239) 690-7100 ext 101

In addition to the above, we have the following additional governmental audit experience: Community Development Districts
Aberdeen Community Development	Celebration Pointe Community District		Development District

Amelia Concourse Community	Channing Park Community
Development District	Development District

Anthem Park Communnity	Cheval West Community
Development District	Development District

Arborwood Community Development	City Center Community Development District		District

Bannon Lakes Community	Colonial Country Club Community
Development District	Development District

Beacon Lakes Community	Creekside at Twin Creeks Community
Development District	Development District

Candler Hills East Community	Deer Run Community Development
Development District	District

Capron Trail Community Development	Diamond Hill Community District		Development District

Cedar Hammock Community	Eagle Point Community Development
Development District	District
GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Eastlake Oaks Community	Legends Bay Community
Development District	Development District

Easton Park Community Development	Live Oak No 2 Community District		Development District

Estancia @ Wiregrass Community	Marshall Creek Community Development District		Development District

Forest Brooke Community	Meadow View at Twin Lakes Community
Development District	Development District

Gramercy Park Community	Meadow Point III Community
Development District	Development District

Greyhawk Landing Community	Meadow Point IV Community
Development District	Development District

Griffin Lakes Community Development	Midtown Miami Community District		Development District

Habitat Community Development	Mira Lago Community Development District		District

Harmony Community Development	Narcoossee Community Development District		District

Heritage Harbor Community	New Port Tampa Bay Community
Development District	Development District

Heritage Isles Community	Overoaks Community Development
Development District	District

Heritage Lake Park Community	Panther Trace 2 Community
Development District	Development District

Heritage Palms Community	Pine Island Community Development
Development District	District

Julington Creek Community	Pine Ridge Community Development
Development District	District

Lake Bernadette Community	Piney-Z Community Development
Development District	District
GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Remington Community Development	Southern Hills Plantation III Community District		Development District

Renaissance Commons Community	St. John's Forest Community Development District		Development District

Reserve Community Development	Stoneybrook West Community District		Development District

Reserve at Pradera Community	Tern Bay Community Development
Development District	District

Ridgewood Trails Community	Terracina Community Development
Development District	District

River Hall Community Development	Twin Creeks North Community District		Development District

River Place on the St. Lucie Community	Valencia Acres Community Development District		Development District

Riverwood Community Development	Villages of Bloomingdale Community District		Development District

Riverwood Estates Community	Westside Community Development
Development District	District

Rolling Hills Community Development	Willow Creek Community Development District		District

Sampson Creek Community	Winston Trails Community
Development District	Development District Seminole Improvement District

Solterra Resort Community Development District

South Village Community Development District

Southern Hills Plantation I Community District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Other Governmental Organizations

City of Westlake

Florida Inland Navigation District Fort Pierce Farms Water Control
District

Indian River Regional Crime Laboratory, District 19, Florida

Jobs and Education Partnership
Office of the Medical Examiner, District 19

Rupert J. Smith Law Library of St. Lucie County

St. Lucie Education Foundation Town of Ocean Breeze Park
Troup Indiantown Water Control District

Current or Recent Single Audits,

St. Lucie County, Florida Early Learning Coalition, Inc.
Treasure Coast Food Bank, Inc.

Members of our audit team have acquired extensive experience from performing or participating in over 1,800 audits of governments, independent special taxing districts, school boards, and other agencies that receive public money and utilize fund accounting.

Much of our firm’s auditing experience is with compliance auditing, which is required for publicly financed agencies. In this type of audit, we do a financial examination and also confirm compliance with various statutory and regulatory guidelines.

Following is a summary of our other experience, including Auditor General experience, as it pertains to other governmental and fund accounting audits.

Counties
(Includes elected constitutional officers, utilities and dependent taxing districts)

Indian River Martin Okeechobee Palm Beach

Municipalities

City of Port St. Lucie City of Vero Beach Town of Orchid
GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Special Districts

Boggy Creek Community Development District Coquina Water Control District
Dovera Community Development District
Durbin Crossing Community Development District Golden Lakes Community Development District Lakewood Ranch Community Development District Martin Soil and Water Conservation District
Myrtle Creek Community Development District St. Lucie County – Fort Pierce Fire District The Crossings at Fleming Island
St. Lucie West Services District
Indian River County Mosquito Control District St. John’s Water Control District
Westchase and Westchase East Community Development Districts Pier Park Community Development District
Verandahs Community Development District Magnolia Park Community Development District

Schools and Colleges

Federal Student Aid Programs – Indian River Community College Indian River Community College
Okeechobee County District School Board St. Lucie County District School Board

State and County Agencies

Central Florida Foreign-Trade Zone, Inc. (a nonprofit organization affiliated with the St. Lucie County Board of County Commissioners)
Florida School for Boys at Okeechobee
Indian River Community College Crime Laboratory Indian River Correctional Institution
FEE SCHEDULE

We propose the fee for our audit services described below to be $3,250 for the year ended September 30, 2018, $4,375 for the years ended September 30, 2019 and 2020, and $4,550 for the years ended September 30, 2021 and 2022. The fee is contingent upon the financial records and accounting systems of Canopy Community Development District being “audit ready” and the financial activity for the District is not materially increased. If we discover that additional preparation work or subsidiary schedules are needed, we will consult with your authorized representative. We can assist with this additional work at our standard rates should you desire.

SCOPE OF WORK TO BE PERFORMED

If selected as the District's auditors, we will perform a financial and compliance audit in accordance with Section 11.45, Florida Statutes, in order to express an opinion on an annual basis on the financial statements of Canopy Community Development District as of September 30, 2018, 2019, and 2020. The audits will be performed to the extent necessary to express an opinion on the fairness in all material respects with which the financial statements present the financial position, results of operations and changes in financial position in conformity with generally accepted accounting principles and to determine whether, for selected transactions, operations are properly conducted in accordance with legal and regulatory requirements. Reportable conditions that are also material weaknesses shall be identified as such in the Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters. Other (non-reportable) conditions discovered during the course of the audit will be reported in a separate letter to management, which will be referred to in the Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters.

Our audit will be performed in accordance with standards for financial and compliance audits contained in Government Auditing Standards, as well as in compliance with rules and regulations of audits of special districts as  set  forth  by  the  State  Auditor  General  in  Chapter 10.550, Local Governmental Entity Audits, and other relevant federal, state and county orders, statutes, ordinances, charter, resolutions, bond covenants, Administrative Code and procedures, or rules and regulations which may pertain to the work required in the engagement.

The primary purpose of our audit will be to express an opinion on the financial statements discussed above. It should be noted that such audits are subject to the inherent risk that errors or irregularities may not be detected. However, if conditions are discovered which lead to the belief that material errors, defalcations or other irregularities may exist or if other circumstances are encountered that require extended services, we will promptly notify the appropriate individual.
Commitment to Quality Service

J. W. Gaines, CPA, CITP
Director – 38 years

Education
Stetson University, B.B.A. – Accounting

Registrations
Certified Public Accountant – State of Florida, State Board of Accountancy
Certified Information Technology Professional (CITP) – American Institute of Certified Public Accountants

Professional Affiliations/Community Service
Member of the American and Florida Institutes of Certified Public Accountants
Affiliate member Government Finance Officers Association
Past President, Vice President-Campaign Chairman, Vice President and Board Member of United Way of St. Lucie County, 1989 - 1994
Past President, President Elect, Secretary and Treasurer of the Treasure Coast Chapter of the Florida Institute of Certified Public Accountants, 1988 - 1991
Past President of Ft. Pierce Kiwanis Club, 1994 - 95, Member/Board Member since 1982
Past President, Vice President and Treasurer of St. Lucie County Chapter of the American Cancer Society, 1980 -1986
Member of the St. Lucie County Chamber of Commerce, Member Board of Directors, Treasurer, September 2002 - 2006, Chairman Elect 2007, Chairman 2008, Past Chairman
2009
Member Lawnwood Regional Medical Center Board of Trustees, 2000 – Present, Chairman 2013 - Present
Member of St. Lucie County Citizens Budget Committee, 2001 – 2002
Member of Ft. Pierce Citizens Budget Advisory Committee, 2010 – 2011
Member of Ft. Pierce Civil Service Appeals Board, 2013 - Present

Professional Experience
Miles Grant Development/Country Club – Stuart, Florida, July 1975 – October 1976
State Auditor General’s Office – Public Accounts Auditor – November 1976 through September 1979
Director - Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants PL, responsible for numerous government and nonprofit audits.
Over 30 years experience in all phases of public accounting and auditing experience, with a concentration in financial and compliance audits. Mr. Gaines has been involved in all  phases of the audits listed on the preceding pages.
Commitment to Quality Service

J. W. Gaines, CPA, CITP (Continued)
Director

Continuing Professional Education
Has participated in numerous continuing professional education courses provided by nationally recognized sponsors over the last two years to keep abreast of the latest developments in accounting and auditing such as:
Governmental Accounting Report and Audit Update Analytical Procedures, FICPA
Annual Update for Accountants and Auditors Single Audit Sampling and Other Considerations
Commitment to Quality Service

David S. McGuire, CPA, CITP Accounting and Audit Principal – 9 years Accounting and Audit Manager – 4 years Staff Accountant	– 11 years

Education
University of Central Florida, B.A. – Accounting
Barry University – Master of Professional Accountancy

Registrations
Certified Public Accountant – State of Florida, State Board of Accountancy
Certified Information Technology Professional (CITP) – American Institute of Certified Public Accountants
Certified Not-For-Profit Core Concepts 2018

Professional Affiliations/Community Service
Member of the American and Florida Institutes of Certified Public Accountants
Associate Member, Florida Government Finance Office Associates
Assistant Coach – St. Lucie County Youth Football Organization (1994 – 2005)
Assistant Coach – Greater Port St. Lucie Football League, Inc. (2006 – 2010)
Board Member – Greater Port St. Lucie Football League, Inc. (2011 – present)
Treasurer, AIDS Research and Treatment Center of the Treasure Coast, Inc. (2000 – 2003)
Board Member/Treasurer, North Treasure Coast Chapter, American Red Cross (2004 – 2010)
Member/Board Member of Port St. Lucie Kiwanis (1994 – 2001)
President (2014/15) of Sunrise Kiwanis of Fort Pierce (2004 – present)
St. Lucie District School Board Superintendent Search Committee (2013 – present)

Professional Experience
Twenty-four years public accounting experience with an emphasis on nonprofit and governmental organizations.
Audit Manager in-charge on a variety of audit and review engagements within several industries, including the following government and nonprofit organizations:
St. Lucie County, Florida
19th Circuit Office of Medical Examiner Troup Indiantown Water Control District
Exchange Club Center for the Prevention of Child Abuse, Inc. Healthy Kids of St. Lucie County
Mustard Seed Ministries of Ft. Pierce, Inc. Reaching Our Community Kids, Inc.
Reaching Our Community Kids - South
St. Lucie County Education Foundation, Inc. Treasure Coast Food Bank, Inc.
North Springs Improvement District
Four years of service in the United States Air Force in computer operations, with a top  secret (SCI/SBI) security clearance.
Commitment to Quality Service

David S. McGuire, CPA, CITP (Continued)
Accounting and Audit Principal

Continuing Professional Education
Mr. McGuire has attended numerous continuing professional education courses and seminars taught by nationally recognized sponsors in the accounting auditing and single audit compliance areas. He has attended courses over the last two years in those areas as follows:
Not-for-Profit Auditing Financial Results and Compliance Requirements Update: Government Accounting Reporting and Auditing
Annual Update for Accountants and Auditors
Commitment to Quality Service

David F. Haughton, CPA
Accounting and Audit Manager – 27 years

Education
Stetson University, B.B.A. – Accounting

Registrations
Certified Public Accountant – State of Florida, State Board of Accountancy

Professional Affiliations/Community Service
Member of the American and Florida Institutes of Certified Public Accountants
Former Member of Florida Institute of Certified Public Accountants Committee on State and Local Government
Affiliate Member Government Finance Officers Association (GFOA) for over 10 years
Affiliate Member Florida Government Finance Officers Association (FGFOA) for over 10 years
Technical Review – 1997 FICPA Course on State and Local Governments in Florida
Board of Directors – Kiwanis of Ft. Pierce, Treasurer – 1994-1999; Vice President – 1999- 2001

Professional Experience
Twenty-seven years public accounting experience with an emphasis on governmental and nonprofit organizations.
State Auditor General’s Office – West Palm Beach, Staff Auditor, June 1985 to September 1985
Accounting and Audit Manager of Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants PL, responsible for audit and accounting services including governmental and not-for-profit audits.
Over 20 years of public accounting and governmental experience, specializing in governmental and nonprofit organizations with concentration in special districts, including Community Development Districts which provide services including water and sewer utilities. Governmental and non-profit entities served include the following:

Counties:
St. Lucie County

Municipalities: City of Fort Pierce City of Stuart
Commitment to Quality Service

David F. Haughton, CPA (Continued)
Accounting and Audit Manager

Professional Experience (Continued) Special Districts:
Bluewaters Community Development District
Country Club of Mount Dora Community Development District Fiddler’s Creek Community Development District #1 and #2 Indigo Community Development District
North Springs Improvement District
Renaissance Commons Community Development District St. Lucie West Services District
Stoneybrook Community Development District Summerville Community Development District Terracina Community Development District Thousand Oaks Community Development District Tree Island Estates Community Development District Valencia Acres Community Development District

Non-Profits:
The Dunbar Center, Inc.
Hibiscus Children’s Foundation, Inc. Hope Rural School, Inc.
Maritime and Yachting Museum of Florida, Inc. Tykes and Teens, Inc.
United Way of Martin County, Inc.
Workforce Development Board of the Treasure Coast, Inc.
While with the Auditor General’s Office he was on the staff for the state audits of the Martin County School District and Okeechobee County School District.
During 1997 he performed a technical review of the Florida Institute of Certified Public Accountants state CPE course on Audits of State and Local Governments in Florida. His comments were well received by the author and were utilized in future updates to the course.
Continuing Professional Education
During the past several years, he has participated in numerous professional development training programs sponsored by the AICPA and FICPA, including state conferences on special districts and governmental auditing in Florida. He averages in excess of 100 hours bi-annually of advanced training which exceeds the 80 hours required in accordance with the continuing professional education requirements of the Florida State Board of accountancy and the AICPA Private Companies Practice Section. He has over 75 hours of governmental CPE credit within the past two years.
Commitment to Quality Service

Matthew Gonano, CPA
Senior Staff Accountant – 7 years

Education
University of North Florida, B.B.A. – Accounting
University of Alicante, Spain – International Business
Florida Atlantic University – Masters of Accounting

Professional Affiliations/Community Service

American Institute of Certified Public Accountants
Florida Institute of Certified Public Accountants

Professional Experience

Senior Accountant with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.
Performed audits of nonprofit and governmental organizations in accordance with Governmental Accounting Auditing Standards (GAAS)
Performed Single Audits of nonprofit organizations in accordance with OMB Circular A-133, Audits of State, Local Governments, and Non-Profit Organizations.

Continuing Professional Education
Mr. Gonano has participated in numerous continuing professional education courses.
Commitment to Quality Service

Paul Daly
Staff Accountant – 6 years

Education
Florida Atlantic University, B.S. – Accounting

Professional Experience
Staff Accountant with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.

Continuing Professional Education
Working to attain the requirements to take the Certified Public Accounting (CPA) exam.
Commitment to Quality Service

Melissa Arnold
Senior Staff Accountant – 4 years

Education
Indian River State College, A.A. – Accounting
Florida Atlantic University, B.B.A. – Accounting

Professional Experience
Staff accountant with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.

Continuing Professional Education
Ms. Arnold participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.
Commitment to Quality Service

Bryan Snyder
Staff Accountant – 3 years

Education
Florida Atlantic University, B.B.A. – Accounting

Professional Experience
Accountant beginning his professional auditing career with Berger, Toombs, Elam, Gaines, & Frank.
Mr. Snyder is gaining experience auditing governmental & nonprofit entities.

Continuing Professional Education
Mr. Snyder participates in numerous continuing education courses and plans on working to acquire his CPA certificate.
Commitment to Quality Service

Maritza Stonebraker
Staff Accountant – 2 years

Education
Indian River State College, B.S.A. – Accounting

Professional Experience
Staff Accountant beginning her professional auditing career with Berger, Toombs, Elam, Gaines, & Frank.

Continuing Professional Education
Mrs. Stonebraker participates in numerous continuing education courses and plans on acquiring her CPA.
Commitment to Quality Service

Jonathan Herman
Senior Staff Accountant – 4 years

Education
University of Central Florida, B.S. – Accounting
Florida Atlantic University, MACC

Professional Experience
Accounting graduate with four years experience with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.

Continuing Professional Education
Working to study to take the Certified Public Accounting (CPA) exam.
Commitment to Quality Service

Sean Stanton
Staff Accountant

Education
University of South Florida, B.S. – Accounting
Florida Atlantic University, M.B.A. – Accounting

Professional Experience
Staff accountant with Berger, Toombs, Elam, Gaines, & Frank auditing governmental and non-profit entities.

Continuing Professional Education
Mr. Stanton is working towards passing the CPA exam.

Commitment to Quality Service

Brianne Davies
Staff Accountant

Education
Indian River State College, B.S.A. – Accounting

Professional Experience
Staff Accountant with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.
Commitment to Quality Service

Taylor Nuccio
Staff Accountant

Education
Indian River State College, B.S.A. – Accounting

Professional Experience
Staff Accountant with Berger, Toombs, Elam, Gaines, & Frank providing professional services to nonprofit and governmental entities.

J udso n B. Baggett MBA, CPA, CVA, Po rt ne r
Ma rci Re ut i mann
CPA, Po rtn e r
1't 6815 Dairy Rood
Zephyrhills, FL 33542
")   (813) 788-2155
,A   (813) 782-8606

System  Review Report

To the Directors	November 2, 2016
Berger, Toombs, Elam, Gaines & Frank, CPAs PL
and the Peer Review Committee of the Florida Institute of Certified Public Accountants

We have reviewed the system of quality control for the accounting and auditing practice of Berger, Toombs, Elam, Gaines & Frank, CPAs PL (the firm), in effect for the year ended May 31, 2016.  Our peer review was conducted in accordance with the Standards for Performing  and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants .  As a part of our peer review, we considered  reviews by  regulatory  entities, if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in con formity with applicab le professional standards in all material respects. Our respons ibility is to exp ress an opinion on the design of the system of quality cont rol, and the firm's compliance therewith based on our review. The nature, objectives, scope, limitat ions of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsumma ry.

As required by the standa rds, engagements selected for review included engagements performed under Government Aud iting Standards and audits of employee benefit plans.

In our opinion, the system of quality control for the accounting and auditing practice of Berger, Toombs , Elam, Gaines & Frank, CPAs PL in effect for the year ended May 31, 2016 has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material resp ects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Berger , Too mbs, Elam, Gaines & Frank, CPAs PL, has received a peer review rating of pass.

+-	­
Bag&n , R utimann & Associates, CPAs , PA

\ ll ERG ER REPO RT! l

. -

Momhor Amoricun lnst, tulo o f Co rlif,od Pub l ,c Accounlonl (AICPA) cmd Flornla lmhlulo of Ccrlifiud Pubhc Accou11lonfs (flCI'/,)

CANOPY COMMUNITY DEVELOPMENT DISTRICT
REQUEST FOR PROPOSALS

Annual Audit Services for Fiscal Year 2018
Leon County, Florida

INSTRUCTIONS TO PROPOSE

SECTION 1. DUE DATE. Sealed proposals must be received no later than Monday, November 26, 2018, at 12:00 P.M., at the offices of District Manager, located 135 W. Central Blvd., Suite 320, Orlando, FL 32801. 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 relive it from responsibility to perform the work covered by the proposal in compliance with al 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 seven (7) copies and one (1) electronic copy 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 - Canopy Community Development District” on the face of it.

SECTION 6. MODIFICATION AND WITHDRAWL. 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 (the “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 wavier of 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 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 for Fiscal Year 2018, 2019, 2020, 2021 & 2022. The District intends to enter into five (5) separate one- year agreements. E. Provide a proposed schedule for performance of the audit.

Provide a proposed schedule for performance of the audit.

SECTION 13. PROTESTS. Any protest regarding the Proposal Documents, must be filed in writing, at the offices of the District Manager, within seventy-two (72) hours after the receipt of the 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 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 plans, specifications or contract 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.

AUDITOR SELECTION EVALUATION CRITERIA

Ability of Personnel.	(20 Points)

(E.g., geographic locations 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 Community Development Districts in other contracts; character, integrity, reputation, of respondent, 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 (E.g. the existence of any natural disaster plan for business operations).

Price.	(20 Points)

Points will be awarded based upon the price bid for the rendering of the services and reasonableness of the price to the services.