Del Webb Bexley Community Development District

Board of Supervisors’ Meeting May 27, 2020
Via conference call pursuant to Governor DeSantis’ Executive Order 20-69 (as extended by Executive Order 20-112).

https://zoom.us/j/6015680675/ Meeting ID: 601 568 0675

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+19292056099,,6015680675# US (New York)

www.delwebbbexleycdd.org

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

Board of Supervisors	Aaron Baker	Chairman	
	Jessica Robinson	Vice Chairman	
	Doug South	Assistant Secretary	
	Vacant	Assistant Secretary	

District Manager	Brady Lefere

Jordan Lansford	Assistant Secretary

Rizzetta & Company, Inc.	
District Counsel	Alyssa Willson	Hopping Green & Sams, PA	
District Engineer	Jordan Schrader	Clearview Land Design	

All cellular phones must be placed on mute while in the meeting room.

The Audience Comment portion of the agenda is where individuals may make comments on matters that concern the District. Individuals are limited to a total of three
minutes to make comments during this time.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (813) 933-5571. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1- 1, or 1-800-955-8771 (TTY)
1-800-955-8770 (Voice), who can aid you in contacting the District Office.

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

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT
DISTRICT OFFICE  5844 OLD PASCO ROAD  SUITE 100  WESLEY CHAPEL, FL 33544
WWW.DELWEBBBEXLEYCDD.ORG

May 20, 2020

Board of Supervisors Del Webb Bexley
Community Development District

FINAL AGENDA

Dear Board Members:

The regular meeting of the Board of Supervisors of the Del Webb Bexley Community Development District will be held on Wednesday, May 27, 2020 at 3:00 p.m. via conference call pursuant to Governor DeSantis’ Executive Order 20-69 (as extended by Executive Order 20-112). https://zoom.us/j/6015680675/ Meeting ID: 601 568 0675. For Audio only: +19292056099,,6015680675# US
(New York). The following is the tentative agenda for this meeting:

CALL TO ORDER/ROLL CALL
AUDIENCE COMMENTS
BUSINESS ITEMS – PART 1
Consideration of Resignation of Ms. Robinson	Tab 1
Consideration of Replacement for Vacant Seat – Ms. Amy Stuart
Administer Oath of Office to Newly Appointed Supervisor	Tab 2
Review of Form 1 and Sunshine Amendment
BUSINESS ADMINISTRATION
Consideration of the Minutes of the Board of
Supervisors’ Meeting held February 26, 2020	Tab 3
Consideration of Operation and Maintenance
Expenditures for February, March, April 2020	Tab 4
Ratification of Series 2018 Requisitions – Under $100K – None
Ratification of Series 2018 Requisitions – Over $100K – None
Ratification of Change Orders – None
BUSINESS ITEMS- Part 2
Presentation of Solitude Aquatics Report	Tab 5
Ratification of Resolution 2020-07; Authorizing Bank Signatories	Tab 6
Consideration of Resolution 2020-08; Re-Designating Secretary of the District – Bob Schliefer	Tab 7
Presentation  of  Fiscal  Year  2020-2021   Proposed Budget	USC
Consideration of Resolution 2020-06; Approving FY 2020-2021 Proposed
Budget and Setting Public Hearing	Tab 8
Consideration of Phase 2 Aquatics Proposal	Tab 9

Del Webb Bexley Community Development District
May 20, 2020
Page 2

F	Consideration of Solitude Fountain Maintenance Agreement	Tab 10
STAFF REPORTS
District Counsel
District Engineer
District Manager
SUPERVISOR REQUESTS
ADJOURNMENT

We look forward to seeing you at the meeting.	In the meantime, if you have any questions, please do not hesitate to call us at (813) 933-5571.

Sincerely,
Jordan Lansford
District Manager

Tab 2

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS’
OATH OF OFFICE

I, 	, A CITIZEN OF THE STATE OF FLORIDA AND OF THE UNITED STATES OF AMERICA, AND BEING EMPLOYED BY OR AN OFFICER OF DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT AND A RECIPIENT OF PUBLIC FUNDS AS SUCH EMPLOYEE OR OFFICER, DO HEREBY SOLEMNLY SWEAR OR AFFIRM THAT I WILL SUPPORT THE CONSTITUTION OF THE UNITED STATES AND THE STATE OF FLORIDA.

Board Supervisor Signature

ACKNOWLEDGMENT OF OATH BEING TAKEN

STATE OF FLORIDA COUNTY OF PASCO

On this 	day of 	, 20 	, sworn to (or affirmed) and subscribed

before  me  by  means  of   	

physical  presence  or   	

online  notarization,  this 	day of

 	, 2020 by 	, to me well known and known to me to be the person described in and who took the aforementioned oath as a Board Member of the Board of Supervisors of Del Webb Bexley Community Development District and acknowledged to and before me that they took said oath for the purposes therein expressed.

WITNESS my hand and official seal the date aforesaid.

Notary Public
STATE OF FLORIDA

My commission expires on:	 	

Tab 7

RESOLUTION 2020-08

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT REDESIGNATING THE SECRETARY OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Del Webb Bexley Community Development District (the "District") is a local unit of special-purpose government organized and existing in accordance with Chapter 190, Florida Statutes, and situated entirely within Pasco County, Florida; and

WHEREAS, the Board of Supervisors (hereinafter the “Board”) previously designated Eric Dailey as Secretary pursuant to Resolution 2018-01; and

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT:

Section 1. Bob Schleifer is appointed Secretary

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

PASSED AND ADOPTED THIS  	

DAY OF MAY, 2020.

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

CHAIRMAN/VICE CHAIRMAN
ATTEST:

ASSISTANT SECRETARY

Tab 8

RESOLUTION 2020-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE DEL WEBB COMMUNITY DEVELOPMENT DISTRICT APPROVING PROPOSED BUDGETS FOR FISCAL YEAR 2020/2021 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors (“Board”) of the Del Webb Bexley Community Development District (“District”) prior to June 15, 2020, proposed budgets (“Proposed Budget”) for the fiscal year beginning October 1, 2020 and ending September 30, 2021 (“Fiscal Year 2020/2021”); and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT:

PROPOSED BUDGET APPROVED. The Proposed Budget prepared by the District Manager for Fiscal Year 2020/2021 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget.

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

DATE:	August 26, 2020

HOUR:	2:00 p.m.

LOCATION:	Rizzetta & Company 5844 Old Pasco Rd Suite 100
Wesley Chapel FL 33544

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

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016, Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District’s website at least two days before the budget hearing date as set forth in Section 2, and shall remain on the website for at least 45 days.

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

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

PASSED AND ADOPTED THIS 	DAY OF 	, 2020.

ATTEST:	DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

By: 	

Assistant Secretary	Its: 	

Exhibit A:	Approved Proposed Budgets for Fiscal Year 2020/2021

Exhibit A:

Approved Proposed Budgets for Fiscal Year 2020/2021

Tab 9

SERVICES CONTRACT ADDENDUM

CUSTOMER NAME: Del Webb Bexley CDD – Jordan Lansford, Rizzetta & Co. PROPERTY NAME: Del Webb Bexley CDD
CONTRACT DATE: May 13, 2020
SUBMITTED BY: Nick Viles

This agreement (the “Agreement”) is an Addendum to the current Services Contract by and between SOLitude Lake Management, LLC (“SOLitude” or the “Company”) and the customer identified above (the “Customer”) and will begin on the first of the month following acceptance by the Customer, under the same terms and for the same period as the current Services Contract.

The Services. SOLitude will provide services at the Customer’s property as described in Schedule A attached hereto:

PAYMENT TERMS. The Contract Addendum Price is $9,120.00. SOLitude shall invoice Customer
$760.00 per month for the Services to be provided under this Agreement. The price indicated in this contract addendum shall be billed in addition to the regular monthly contract invoice amount and shall renew with the same terms and for the same time period as the existing contract.
The Customer will be liable for any returned check fees and any collection costs, including reasonable attorney fees and court costs, for any invoices not otherwise timely paid, and interest at the rate of 1% per month may be added to all unpaid invoices. Should the work performed be subject to any local, state, or federal jurisdiction, agency, or other organization of authority for sales or other taxes or fees in addition to those expressly covered by this contract, customer will be invoiced and responsible for paying said additional taxes in addition to the contract price and other fees above. SOLitude shall be reimbursed by the customer for any non-routine expenses, administrative fees, compliance fees, or any other similar expense that are incurred as a result of requirements placed on the SOLitude by the customer that are not covered specifically by the written specifications of this contract.

TERM AND EXPIRATION. This Agreement is an Addendum to an existing annual management program as described in the Schedule A attached, and and shall remain in force and renew with the same terms and for the same time period as the existing contract.

DISCLAIMER. SOLitude is not responsible for the failure of any treatment, equipment installation, or other work that result from dam or other structural failures, severe weather and storms, flooding, or other acts of God that are outside of the control of SOLitude.
Customer understands and acknowledges that there are irrigation restrictions associated with many of the products used to treat lakes and ponds. The customer is responsible for notifying SOLitude in advance of the contract signing and the start of the contract if they utilize any of the water in their lakes or ponds for irrigation purposes. The customer accepts full responsibility for any issues that may arise from the irrigation of turf, ornamentals, trees, crops, or any other plants as a result of treated water being used by the customer for irrigation without the consent or knowledge of SOLitude.

Services Contract Page 2 of 6

Although there is rarely direct fish toxicity with the products used for treatment when applied at the labeled rate, or the installation and normal operation of the equipment we install, there is a risk under certain circumstances of significant dissolved oxygen drops. This risk is most severe in times of extremely hot weather and warm water temperatures, as these are the conditions during which dissolved oxygen levels are naturally at their lowest levels. Often times lakes and ponds will experience natural fish kills under these conditions even if no work is performed. Every effort, to include the method and timing of application, the choice of products and equipment used, and the skill and training of the staff, is made to avoid such problems. However, the customer understands and accepts that there is always a slight risk of the occurrence of adverse conditions outside the control of SOLitude that will result in the death of some fish and other aquatic life. The customer also understands and accepts that similar risks would remain even if no work was performed. The customer agrees to hold SOLitude harmless for any issues with fish or other aquatic life which occur as described above, or are otherwise outside the direct control of SOLitude, unless there is willful negligence on the part of SOLitude.

INSURANCE AND LIMITATION OF LIABILITY. SOLitude will maintain general liability and property damage insurance as necessary given the scope and nature of the Services. The Company will be responsible for those damages, claims, causes of action, injuries or legal costs to the extent of its own direct negligence or misconduct, and then only to an amount not to exceed the annual value of this Agreement. In no event will any party to this Agreement be liable to the other for incidental, consequential or purely economic damages.

FORCE MAJEURE. The Company shall not be liable for any delay in performing the Services, nor liable for any failure to provide the Services, due to any cause beyond its reasonable control.

ANTI-CORRUPTION AND BRIBERY. Each party represents that neither it nor anyone acting on its behalf has offered, given, requested or accepted any undue financial or other advantage of any kind in entering into this Agreement, and that it will comply with all applicable laws and regulations pertaining to corruption, competition and bribery in carrying out the terms and conditions of this Agreement.

GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the state in which the Services are performed.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and replaces any prior agreements or understandings, whether in writing or otherwise. This Agreement may not be modified or amended except by written agreement executed by both parties. In the event that any provision of this Agreement is determined to be void, invalid, or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.

NOTICE. Any written notice provided under this Agreement may be sent via overnight mail, certified mail, hand delivery or electronic mail with delivery confirmation, to the individuals and addresses listed below.

BINDING. This Agreement shall inure to the benefit of and be binding upon the legal representatives and successors of the parties.

Services Contract Page 3 of 6

ACCEPTED AND APPROVED:

SOLITUDE LAKE MANAGEMENT, LLC.	Del Webb Bexley CDD

By:  	

By:

  Brady Lefere	

Name:   	

Name:

 Brady Lefere	

Title:   	

Date:   	

Title:

Date:

Chairman	
 5-15-20	

Please Remit All Payments to:	Customer’s Address for Notice Purposes:

1320 Brookwood Drive Suite H	 	 Little Rock AR 72202

Please Mail All Contracts to:

2844 Crusader Circle, Suite 450 Virginia Beach, VA 23451

Services Contract Page 4 of 6

SCHEDULE A – ANNUAL MANAGEMENT SERVICES

Specifications: Add-On Maintenance for “Phase 2” Ponds (Sites #13 through #18) – Six (6) New Ponds:
Total Acres, 10750 Linear Feet.

Visual Inspections:
A visual inspection of the pond(s) will be performed during each visit to the site. The inspections shall include the following:
Water levels
Water clarity or quality
Turbidity
Beneficial Aquatic Vegetation
Nuisance, Invasive, or Exotic Aquatic Vegetation
Algae
Erosion
Vegetated buffers
Sedimentation
Nuisance animal activity
Fish habitat
Mosquito breeding conditions and habitat
Trash and debris
Any issues or deficiencies that are observed during this visual monitoring will be documented by our staff in the field notes of the service order completed at the time the issue was first observed and reported to the Customer in writing as part of that month’s service report.
Customer will be notified immediately if there are any deficiencies observed that appear in the judgment of our staff to be posing an immediate risk or otherwise jeopardizing the integrity of the pond(s) structures.
The scope of these services is limited to what can be reasonably observed at the surface of the water and above the ground around the water that makes up the physical structure of the pond(s). These routine inspection services are not intended to replace any requirement or need for a more comprehensive engineered inspection, or any other type of inspection that would require expertise or equipment to survey the condition of the physical components of the pond(s) underground, underwater, or inside any of the associated structures.

Aquatic Weed Control:
Pond(s) will be inspected on a one (1) time per month basis.
Any growth of undesirable aquatic weeds and vegetation found in the pond(s) with each inspection shall be treated and controlled through the application of aquatic herbicides and aquatic surfactants as required to control the specific varieties of aquatic weeds and vegetation found in the pond(s) at the time of application.
Invasive and unwanted submersed and floating vegetation will be treated and controlled preventatively and curatively each spring and early summer through the use of systemic herbicides at the rate appropriate for control of the target species. Application rates will be designed to allow for selective control of unwanted species

Services Contract Page 5 of 6

while allowing for desirable species of submersed and emergent wetland plants to prosper.

Shoreline Weed Control:
Shoreline areas will be inspected on a one (1) time per month basis.
Any growth of cattails, phragmites, or other unwanted shoreline vegetation found within the pond areas shall be treated and controlled through the application of aquatic herbicides and aquatic surfactants as required for control of the plants present at time of application.
Any growth of unwanted plants or weeds growing in areas where stone has been installed for bank stabilization and erosion control shall be treated and controlled through the application of aquatic herbicides and aquatic surfactants as required to control the unwanted growth present at the time of application.

Pond Algae Control:
Pond(s) will be inspected on a one (1) time per month basis.
Any algae found in the pond(s) with each inspection shall be treated and controlled through the application of algaecides, aquatic herbicides, and aquatic surfactants as needed for control of the algae present at the time of service.

Pond Dye:
1.	Pond Dye will be applied to the pond(s) on a as required basis to help shade the pond(s) from sunlight penetration, thus helping to slow the growth of algae and aquatic weeds.

Trash Removal:
1.	Trash and light debris will be removed from the pond(s) with each service and disposed off site. Any large item or debris that is not easily and reasonably removable by one person during the routine visit will be removed with the Customer’s approval for an additional fee. Routine trash and debris removal services are for the pond areas only, and do not include any trash or debris removal from the surrounding terrestrial (dry land) areas.

Service Reporting:
1.	Customer will be provided with a monthly service report detailing all of the work performed as part of this contract.

General Qualifications:
Company is a licensed pesticide applicator in the state in which service is to be provided.
Individual Applicators are Certified Pesticide Applicators in Aquatics, Public Health, Forestry, Right of Way, and Turf/Ornamental as required in the state in which service is to be provided.
Company is a SePRO Preferred Applicator and dedicated Steward of Water. Each individual applicator has been trained and educated in the water quality testing and analysis required for site specific water quality management prescriptions and utilizes

Services Contract Page 6 of 6

an integrated approach that encompasses all aspects of ecologically balanced management. Each applicator has received extensive training in the proper selection, use, and application of all aquatic herbicides, algaecides, adjuvants, and water quality enhancement products necessary to properly treat our Customers’ lakes and ponds as part of an overall integrated pest management program.
Company guarantees that all products used for treatment are EPA registered and labeled as appropriate and safe for use in lakes, ponds, and other aquatic sites, and are being applied in a manner consistent with their labeling.
All pesticide applications made directly to the water or along the shoreline for the control of algae, aquatic weeds, or other aquatic pests as specified in this contract will meet or exceed all of the Company’s legal regulatory requirements as set forth by the EPA and related state agencies for NPDES and FIFRA. Company will perform treatments that are consistent with NPDES compliance standards as applicable in and determined by the specific state in which treatments are made. All staff will be fully trained to perform all applications in compliance with all federal, state, and local law.
Company will continue to maintain all appropriate training and licensing necessary to perform all specified work in a safe and legal manner throughout the entire contract period.
Company will furnish personnel, equipment, boats, materials, and other items required to provide the foregoing at his expense.

Tab 10

AGREEMENT BETWEEN DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT AND SOLUTUDE LAKE MANAGEMENT, LLC,
FOR FOUNTAIN MAINTENANCE SERVICES

THIS   AGREEMENT   (“Agreement”)  is   made  and   entered   into  this    	
 	, 2020, by and between:

day of

Del Webb Bexley Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Pasco County, Florida, whose mailing address is 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544 (“District”); and

SOLitude Lake Management, LLC, a Virginia limited liability company, whose address is 2844 Crusader Circle, Suite 450, Virginia Beach, Virginia 23451 (“Contractor”).

RECITALS

WHEREAS, the District was established pursuant to Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements, including but not limited to, stormwater management improvements; and

WHEREAS, the District owns, operates and maintains four (4) floating fountain facilities within the boundary of the District (“Fountains”); and

WHEREAS, the District desires to retain an independent contractor to provide maintenance services for the Fountains, including inspection and testing; and

WHEREAS, the Contractor represents that it is capable, willing and able to provide the Fountain maintenance services, and desires to contract with the District to do so in accordance with the terms of this Agreement; and

WHEREAS, the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.

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

SECTION 1. RECITALS. The recitals so stated are true  and  correct  and  by  this  reference are incorporated into and form a material part of this Agreement.

SECTION 2.	DESCRIPTION OF WORK AND SERVICES.

The Contractor agrees to provide the labor, materials and services necessary for the provision of the Fountain maintenance services described in the attached Exhibit A, which is incorporated herein by reference (“Services”).

Contractor shall be solely responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District and in accordance with this Agreement. Contractor shall use industry best practices and procedures when carrying out the Services. Any additional compensation for additional services shall be paid only as negotiated between the parties and upon the written authorization of the District.

This Agreement grants to Contractor the right to enter the lands that are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, ordinances and regulations affecting the provision of the Services.

The Contractor shall report directly to the District’s Designee who shall be the District Manager. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage and shall follow and be responsible for the provision of the Services. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

SECTION 3.	COMPENSATION; TERM.

As compensation for the completion of the Services, the District agrees to pay the Contractor following amounts, which amounts include all labor, materials and services necessary to complete the Services, as more specifically set forth in Exhibit A:

Three Hundred Eighty Five Dollars ($385.00) quarterly, totaling One Thousand Five Hundred and Forty Dollars ($1,540.00) annually for fountain maintenance.

The term of this Agreement shall be from the date of the execution of this Agreement until September 30, 2021, unless terminated earlier in accordance with the terms of this Agreement. Thereafter, the Agreement shall automatically renew for two (2) consecutive one-year terms unless otherwise terminated pursuant to the terms hereof.

If the District should desire additional work or services, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon  successful negotiations, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement.

The District may require, as a condition precedent to making any payment to the Contractor that all material men, suppliers or laborers be paid and require evidence, in

the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, material men, suppliers or laborers, and further require that the Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from the Contractor, in a form satisfactory to the District, that any indebtedness of the Contractor, as to services to the District, has been paid and that the Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workmen’s Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

The Contractor shall maintain records conforming to usual accounting practices. Further, the Contractor agrees to render a quarterly invoice to the District, in writing, which shall be delivered or mailed to the District by the fifth (5th) day of the next succeeding month. This invoice is due and payable within thirty (30) days of receipt by the District. The invoice shall include such supporting information as the District may reasonably require the Contractor to provide.

SECTION 4.	INSURANCE.

Contractor shall, at its own expense, maintain insurance during the performance of its Services under this Agreement, with limits of liability not less than the following:

Workers Compensation	statutory	
General Liability
Bodily Injury (including contractual)	
$1,000,000	
Property Damage (including contractual)	$1,000,000	
Automobile Liability
Bodily Injury and Property Damage	
$1,000,000	
Pollution Liability	$2,000,000	
The District, its staff, consultants, agents, employees and supervisors shall be named as an additional insured. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverages, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida, and such carrier shall have a Best’s Insurance Reports rating of at least A- VII.

If the Contractor fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, the Contractor shall pay the cost for that required

insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 5. INDEPENDENT CONTRACTOR.  It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes. Contractor shall hire and pay all of Contractor’s employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor’s supervision, direction and control.

In particular, District will not: i) Withhold FICA (Social Security) from Contractor’s payments; ii) Make state or federal unemployment insurance contributions on Contractor’s behalf; iii) Withhold state or federal income tax from payment to Contractor; iv) Make disability insurance contributions on behalf of Contractor; or v) Obtain workers’ compensation insurance on behalf of Contractor.

SECTION 6.	COMPLIANCE    WITH    LAWS,   ORDINANCES  AND   REGULATIONS.	In
performing its obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor’s employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor’s rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor’s failure to comply with the provisions contained herein.

SECTION 7.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE.   A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party.  Nothing contained in this Agreement shall limit

or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 8.   ENFORCEMENT OF AGREEMENT.  In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 9.   AMENDMENTS.  Amendments to and waivers of the provisions contained   in this Agreement may be made only by an instrument in writing which is executed by both the District and the Contractor.

SECTION 10. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Contractor, both the District and the Contractor have complied with all the requirements of law, and both the District and the Contractor have full power and authority to comply with the terms and provisions of this instrument.

SECTION 11. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to Contractor:	SOLitude Lake Management, LLC
2844 Crusader Circle, Suite 450 Virginia Beach, Virginia 23451
Attn:   	

If to District:	Del Webb Bexley Community Development District
5844 Old Pasco Road, Suite 100 Wesley Chapel, Florida 33544 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300 (32301) Post Office Box 6526
Tallahassee, Florida 32314 Attn: District Counsel

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day.  If any time for giving Notice contained in this Agreement would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Contractor may deliver

Notice on behalf of the District and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

SECTION 12. ARM’S LENGTH TRANSACTION. This Agreement  has  been  negotiated fully between the District and the Contractor as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Contractor.

SECTION 13. THIRD  PARTY  BENEFICIARIES.  This Agreement is solely for the benefit  of the District and the Contractor and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Contractor and their respective representatives, successors, and assigns.

SECTION 14. ASSIGNMENT. Neither the District nor the Contractor may assign this Agreement or any monies to become due hereunder without the prior written approval of the other.

SECTION 15. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Pasco County, Florida.

SECTION 16.	INDEMNIFICATION.

Contractor, its employees, agents and assigns shall defend, hold harmless and indemnify the District and its supervisors, officers, staff, employees, representatives and agents against any claims, damages, liabilities, losses and costs, including, but  not limited to, reasonable attorneys’ fees, to the extent caused by the acts or omissions of Contractor, and other persons employed or utilized by Contractor in the performance of this Agreement or the Services performed hereunder. Additionally, nothing in this Agreement requires Contractor to indemnify the District for the District’s percentage of fault if the District is adjudged to be more than 50% at fault for any claims against the District and Contractor as jointly liable parties; however, Contractor shall indemnify the District for any and all percentage of fault attributable to Contractor for claims against the District, regardless whether the District is adjudged to be more or less than 50% at fault. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on

liability contained in section 768.28, Florida Statutes, or other statute.

Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SECTION 17.	LIMITATIONS	ON	GOVERNMENTAL	LIABILITY.	Nothing	in	this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 18. TERMINATION. The District agrees that the Contractor may terminate this Agreement for cause by providing thirty (30) days written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. The Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to the Contractor. The District shall provide thirty (30) days written notice of termination without cause. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all services rendered up until the effective termination of this Agreement, subject to whatever claims or off sets the District may have against the Contractor as the sole means of recovery for termination.

SECTION 19. PUBLIC RECORDS.  Contractor understands and agrees that all documents  of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Jordan Lansford (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Contractor, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (813) 994-1001, JLANSFORD@RIZZETTA.COM, OR AT 5844 OLD PASCO ROAD, SUITE 100, WESLEY CHAPEL, FLORIDA 33544.

SECTION 20. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 21. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 22. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

SECTION 23.  SCRUTINIZED COMPANIES STATEMENT.  Contractor certifies that it is not in violation of section 287.135, Florida Statutes, and is not prohibited from doing business with the District under Florida law, including but not limited to Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. If Contractor is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate the Contract.

SECTION 24. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

ATTEST:	DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

WITNESS:	SOLITUDE	LAKE	MANAGEMENT, LLC

Signature of Witness	By:  	
Its:  	
Print Name

Exhibit A:	Scope of Services

Exhibit A:
Scope of Services

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