Myrtle Creek Improvement District
12051 Corporate Boulevard Orlando, FL 32817; 407-382-3256 www.myrtlecreekid.org
The following is the proposed agenda for the Meeting of the Board of Supervisors for the Myrtle Creek Improvement District (“District”), scheduled to be held at 5:00 p.m. on Tuesday, January 15, 2019 at 6900 Tavistock Lakes Blvd, Suite 200, Orlando, FL 32827. A quorum will be confirmed prior to the start of the meeting.

For those unable to attend in person, you may participate by telephone: Phone: 1-866-398-2885	Participant Code: 275521
BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters

Roll Call to Confirm a Quorum
Public Comment Period
Consideration of the Minutes of the December 18, 2018 Board of Supervisors’ Meeting

Business Matters
Discussion of Authorization to Issue Request for Qualifications for Traffic Signal Design
Consideration of District Management and Assessment Consultant Agreement
Consideration of Financial Advisory Agreement
Consideration of Resolution 2019-04, Designating District Manager, Assessment Consultant and Financial Advisor
Ratification of Operation and Maintenance Expenditures Paid in December 2018 in an amount totaling $105,562.58
Recommendation of Work Authorization/Proposed Services (if applicable)
Review of District’s Financial Position and Budget to Actual YTD Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Construction Supervisor
Irrigation Specialist
Audience Comments, Supervisor Requests

Adjournment

MYRTLE CREEK IMPROVEMENT DISTRICT

Minutes of the December 18, 2018 Board of Supervisors' Meeting

MYRTLE CREEK IMPROVEMENT DISTRICT BOARD OF SUPERVISORS' MEETING MINUTES

FIRST ORDER OF BUSINESS

The Board of Supervisors' Meeting for the Myrtle Creek Improvement District was called to order on Tuesday, December 18, 2018 at 5:24 p.m. at 6900 Tavistock Lakes Blvd, Suite 200, Orlando, FL 32827. Board Members listed below constituted a quorum.

JeffMacre Bob da Silva Donald Tubbs Kyle Scholl

Also present were:

Lynne Mullins

Chair
Vice-Chair Assistant Secretary Assistant Secretary

Fishkind & Associates

(via phone)

JeffNewton Larry Kaufmann Troy Davidson Scott Thacker Tucker Mackie

SECOND ORDER OF BUSINESS

There were no public comments at this time.

THIRD ORDER OF BUSINESS

Donald W. McIntosh Associates Construction Supervisor Construction Committee Construction Committee Hopping Green & Sams

Public Comment Period

Consideration of Award of Construction - Lake Nona Central Performance Drive Phase 3

Mr. Kaufmann presented the Bid Summary Sheet (Minutes Exhibit A). He stated that the District received four bids and the lowest bidder for this section was Jr. Davis Construction Company, Inc. in the amount of $3,130,593.00. The Construction Committee reviewed the bids and noted that there were no apparent anomalies in the bid and recommended Jr. Davis Construction Company, Inc. for the project.

1

Mr. da Silva asked if it is the intent to proceed with construction and then do a Change Order for the four lanes or get the four lane plans priced before. Mr. Newton responded that Jr. Davis has the four lane plans but they have not priced them yet. It was the intent of the Construction Committee to issue this as a conditional notice of award and then evaluate the contractor's pricing for the 4-lane roadway to make sure it was in order before issuing the formal notice of award and executing a construction contract. Mr. Kaufmann stated that if the Construction Committee was happy with it, they would issue a change order and if not, they would re-bid the contract. Mr. da Silva asked if this includes the intersection work. Mr. Newton replied that it includes the left tum lane from Lake Nona Boulevard onto Performance Drive. The Construction Committee does not want to submit the four-lane design to the City of Orlando until the two-lane design permit has been issued because it will delay the project and the District cannot draw the permit from the City without a Contractor.

On Motion by Mr. da Silva, second by Mr. Scholl, with all in favor, the Board of Supervisors of the Myrtle Creek Improvement District approved the Conditional Award to Jr. Davis Construction Company, Inc. for Construction - Lake Nona Central Perfo1mance Drive Phase 3 subject to final pricing of a four-lane roadway configuration.

FOURTH ORDER OF BUSINESS		Swearing in Newly Elected Board Members

Ms. Mullins stated for the record that she administered oath of office to Mr. da Silva prior to the meeting.

FIFTH ORDER OF BUSINESS		Consideration of the Minutes of the November 29, 2018 Board of Supervisors' Meeting

Board Members reviewed the minutes from the November 29, 2018 Board of Supervisors' Meeting.

2

On Motion by Mr. da Silva, second by Mr. Tubbs, with all in favor, the Board of Supervisors of the Myrtle Creek Improvement District approved the Minutes of the November 29, 2018 Board of Supervisors' Meeting.

SIXTH ORDER OF BUSINESS

Ms. Mullins requested to add herself as an Assistant Secretary.

Consideration of Resolution 2019-03, Election of Officers

On Motion by Mr. da Silva, second by Mr. Scholl, with all in favor, the Board of Supervisors of the Myrtle Creek Improvement District approved Resolution 2019-03, Election of Officers, as follows; Mr. Jeff Macre, as Chair, Mr. Bob da Silva as Vice-Chair, Mr. Donald Tubbs, Mr. Kam Shenai, and Mr. Kyle Scholl as Assistant Secretaries, Ms. Jennifer Walden as Secretary, Dr. Hank Fishkind and Ms. Lynne Mullins as Assistant Secretaries, Dr. Hank Fishkind as Treasurer, and Ms. Jennifer Glasgow as Assistant Treasurer.

SEVENTH ORDER OF BUSINESS		Consideration	of Amendment to Engineering Services

Mr. Kaufmann presented a letter addressed to the Board from Mr. Newton with Donald W. McIntosh Associates. The letter requests an update to the engineer's hourly rates as shown in the letter. He noted that this is the first time they have requested a raise in hourly rates in 15 years of service. The rates are comparable to other engineers of equal experience and ability.

Mr. Scholl asked about budget concerns. Ms. Mackie stated that it would only pertain to meeting related expenses and the construction fund is different. Mr. Newton stated that he reviewed the budget and we should be good.

3

On Motion by Mr. Scholl, second by Mr. da Silva, with all in favor, the Board of Supervisors of the Myrtle Creek Improvement District approved the Amendment to Engineering Services (Schedule Rate 12).

EIGHTH ORDER OF BUSINESS		Ratification of Operation and	Maintenance Expenditures Paid in November 2018 in an amount totaling $67,432.16

Board Members reviewed the Operation and Maintenance Expenditures paid in November 2018 in an amount totaling $67,432.16. Ms. Mullins noted that these have already been approved and paid but just needs to be ratified by the Board.

On Motion by Mr. Tubbs, second by Mr. Scholl, with all in favor, the Board of Supervisors of the Myrtle Creek Improvement District ratified the Operation and Maintenance Expenditures paid in November 2018 in an amount totaling $67,432.16.

NINTH ORDER OF BUSINESS		Recommended	Work Authorization/Proposed Services

Mr. Kaufmann noted that there were no work authorizations for this Board.

TENTH ORDER OF BUSINESS	Consideration of Irrigation Improvements

Ms. Mackie stated that Ms. Lane reviewed the numbers and thinks that there is enough room in the budget for the expenditures that the Board approved at the last meeting, recommending that they be phased. There are reserve funds available for this as well. District staff is looking at consolidating some of these. Ms. Lane will probably come back with some recommendations at the next meeting.

4

Ms. Mackie stated that the Board approved the irrigation related improvements and the thought was to continue with the first controller that had the most problems and move forward from there. There was no action required at this time.

Mr. Tubbs stated that when he turned in on Lake Nona Boulevard, he saw the information board but couldn't read what it said. Board Members said that OUC is out working. Mr. Kaufmann asked Mr. Tubbs to email him a photo and he will look into it.

Mr. Macre stated that the Board previously discussed the repair of the jogging path and the issues around blocking the path. The 7-Eleven guys were doing their work the other day and they shut it completely down, blocking it. Is the District liable and should we be concerned when others are working in the District and blocking the path with no other direction? Mr. Kaufmann responded that if the City did not approve the trail closure then the City could shut the project down. Mr. Newton stated 7-Eleven would be at risk, not the District.

ELEVENTH ORDER OF BUSINESS		Review of District's Financial Position and Budget to Actual YTD

Board Members reviewed the Statement of Financial Position and Budget to Actual through the end of October. There was no action required.

TWELFTH ORDER OF BUSINESS	Staff Reports

District Counsel-	No Rep01i

District Manager-	No Rep01i

District Engineer-	 No Report Construction Supervisor- No Rep01i Irrigation Specialist -	No Report

5

THIRTEENTH ORDER OF BUSINESS	Supervisor Requests, Audience Comments & Adjournment

Mr. Scholl stated that since Mr. Tubbs is departing soon, he has solicited some residents to see about filling his seat but has not heard back from anyone. He asked who he should contact about resumes. Ms. Mackie responded that he should contact Ms. Mullins. Ms. Mackie stated that Mr. Tubbs would have to resign first for the seat to be made available. The Board can consider all resumes after his resignation from the Board. Mr. Tubbs stated that he was looking to resign around March.

Ms. Mullins requested a motion to adjourn.

On Motion by Mr. Scholl, second by Mr. Tubbs, with all in favor, the December 18, 2018 Meeting of the Board of Supervisors of the Myrtle Creek Improvement District was adjourned.

Secretary/Assistant Secretary	ChairNice Chair

6

Exhibit A
BID SUMMARY SHEET
MYRTLE CREEK IMPROVEMENT DISTRICT
LAKE NONA CENTRAL PERFORMANCE DRIVE PHASE 3
Bids Received: December 5, 2018

	Total Bid	Time to Complete	
Jr. Davis Construction Company	$	3,130,593.00	270 Calendar Days	
JMHC, Inc.	$	3,711,779.27	210 Calendar Days	
Hubbard Construction Company	$	3,806,766.09	425 Calendar Days	
Prime Construction Group, Inc.	$	4,494,811.05	300 Calendar Days	

F:\Proj2003\23217\ENGadmin\Prodlep645 Perf Drive Ph3 - Bid Tabulation.xis

M\'RTLE CREBEIDK TIMAPBRUOLAVTIEMOENNT DISTRICT
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F:\Proj2003\23217\ENGadrnin\Prod\ep645 PerfDrive Ph3 - Bid Tabulation.xis

BID TABULATION

Bids R11teh1ed: 011tem1>r1 r II, 2D18

.!!EM	_DESCFUl!I!9..M	OUAl.l"l'l'rl     mm:  MAc1:t�j '�-����TION l_�_°,_1A�s����u_ID:       QUANTITY      u�rr

LAKE NMO'r'RNATLECECNTRREAELKIPMEPRRFOVRMAEMENNCTEDDIRSTIVREICPHT A SE 3

s6.13olls 

s1ss519331.0o0o

s�4ooollss 

t1,13 IS       11.aafs

s2 4os.2a

.91!..a.ID!!'Yl!I

_!.INrT

MACTOESTRIAL  INSTCAOLLSATTION   TOTCAOLSUTNIT

jj_D

A MO.QN'I'111!1   _gUANTITY      UNIT.

-�50O8L_ IjJ1l)2�"_Sl�o_b�[l_zod Suhf]hgrnrndtl'l!lo Typo11_"�EI•  � (L_BRfl_<!<10)Ol

�JMll

,,y_�Y..

ue.ssslI ss   2603,320200.1110s

.!QJ1Q.

...lli.1,;!Q_Q.

!1,.,�ti�

sy    II

$s0o'7111 II

S5ss.!s11lIs	1111;2.223lIss:     �lOlll◄

1.Q,_600

_sp1.oojI;s	110000 I1;s      3704281□00o0q_

I._$__ '2000 I$ 2 tl60,00_

fil

!,E

�

5190 l[1F2D"COoTmTpyn11cni"oEd"SMuhodg_rn_1_1rid_C::,:,!uorb98&°�GAuAUSnHr TO T-150

lM!2M@.

..,!J'.	Is       13<1;2,osolls     31?'113241,,0o0o      1.11..Cl.

!J'.

I ,$ 20,oofs .is 200.oo

12.!ll2.II�

�.!vJ:	.._$_1.M!

so,aols	oe.  ols     1uS1.116

2,MQ	1E

Ss214.Q00OJIs$       274..0o0ol1;s 

5544000

ls 5 000.ools 

s 000.00

I�-�

.!15123 !jSF'ACCa/Ani::OroAlCoSom!dpDW11aanllctHtindlc�pi>�

2'f'DOT�C_u_rb_& G utte!

�	J,f..

S 14,SO I S 842A30Q_

Is 1aoo 00ls '1"20000

!J'.

s 21.ool; 82 610.00 �

J,f	S10.7S	S7.uj s        11a11js      5D_j415.2◄

J,f

g

s22.001s 21.001 s 87800.00

�§HI je_sl1rl'l_nonrt1! Sa!11gnt�11.

LS	!s '4000000\s     ◄0 000,00	"'

$ 35 180,0o!; 35 180,00

LS     Is11S:i5o000.o00\I   snS�420.92111lIss 29 B0:J2o0J.21111 I1 s     "20�ci_�	1§_

S__a3D_0o0_!l0�.00 1$ 30 000,DO!OtilI S.. _  �30 0D0.0_0Q_

J,f

L__1 s_J12o,o0llolJ s$  .------...fil!.544O0..,Q,00Q_

lJ'EA_   I    . sn20MQ.0 00 I	s2;20:1:s.35011!I ts

46559350111Is

H1 11sou120,

$!);!)110,000IIs$     8:20100D0II;$       3:2 6301 0D00

fil_6_JBonur�1ory�c

�	_Jj[g	s      1100.001 $,    11,11::-1m00;.,o00_1_r	g

s      1110.oojIss   H§11.J89. 1_0o.,..0o0o

Es-A    !I  S55oooo I        S◄,:121u1-'1ls   01::i;.o.4 I $s    '11a7nl'lllo..7Dl-1	g

S1 250.00 JS   1 250,00 f S    8&126 56700..00

601 1R4"ECPVLCACIM9E0O0 WiwAnmTEnRgi:O)!STRIBUTION

.ill.

LF     I        s2.02 I	s22.011js       25 00!1     1010000

�oo

S10a,o6o5jIsS       2113,so.85IIsS      6n001oo1.0o0o1I     ◄253'f3

LF    f      S1$5'2,4M7	$$2'2711,146o1!$s       3◄20.A.lllBjI SS    101�-1011152,◄7681j    2453�00_

S8,02

s1Hls..13fll! $s       26,.0oo0_Jj S      10 320,(l[l_

r_ont&V!!_v"

8<1".Q;!!?\/!:_!1__ C\l_8n.l,_.0fl0_{vil1Ulng11'

.?.Mi

ELFA    II   ssoSu7.24all	ns2oa0.11s2jlss   1 :1200110000!1ss      1101110G0.0000�_.s_4_1l.

!:E..-1     !:!_3,

U4000 I;   109000 I;       n20.oo       '2

EA    j      SGII.SS	SS'?0,?6j$      GAD,!11j S        S1D◄ �II

g,,

1 8SOOsOj$   1 85000j..!$_   ll14$11DQO&QC1O

�_arC!ty S!and11rdn

�Cl_Q'llnvl)('l,oO,:IffAJonnEoxmlntbln!Y_g 16" \,\lo!nr_�

El:AA   jI s2-1◄2,00}I  s1s ss1U10

◄
It 111 000,00) s   111 000,00

�.1.±!Q.QQ.
E�

;2,2�00.ool-)�s   4 1:10.oo )L t:J.       sa2o810o.oo ll      1_4 s.2_0ooolss   31024000DI1Ss       3 72111)0,,00:0

E.!:A�_J   $600J7S	_ ,0s410,10\s 1s<4�◄3,94\s     15 ◄ru!"3.a-'I
EA     I     S12!Jg	�s11120.2.!1115jl$s  3 10:1102,2:.35_0ls       3 11-101150	g

$g7A5o0�0,DO )S   7500.oo )s       750o0_,_.Q.0q0_ s5080000..0o0o1lss   s1 Qeoo..o00o1lts 	5120000.00

�	la.	S   t1SOO.Olli___I t    13t1ll..$7'10_1lCl:lOllO

$    S7241.00	"'

ill.i,�II_Il..'1!

 !______!M._!).( D,DD_

��

1000  LANDSCAPINLGAND SCAPE' IL IRRIGATIO N

1100.00 S 11◄40000	EA	125 645,00   S 1'25 645.00	S43S,13	S211S DII S 7301

Is	01sls     21!51M,Ool    28 672

I SF I

1100011  TSrhor11u11b&	113-'	EA

05 00 

2 1!;11611000

EA	2 681500000

16111500.000

111172

61.711115

1a1s9

A	S451R2.5504	$41◄205406	90205,00    S    128 78500,00

1003 Annunln

2111111'72    I  SF    I	I

A	!s	o.e5 1S     �4 371.20 1    211072    I  SF    I   so◄Gj	SQ.23 IS	4o,,11117ols      1 D7&3,811 1   286]2    I  SF    I   $03..4692!	$03.04B1 !S 

61..510olts     31 752389..020

1005ISod (Batm�

011 458  j  Sf  I	I

Is	o.s2ls     55357.12 1   10&◄58   I  SF    I   $0.25)	so111ls	o,:i!s     45 77e.011j   10496 41756  j)

SF	;0.211!	;o.32ls	o.so!	83873,BQ

110067l24h�raRjooldedBH11arrnilorwood Mulch

;◄260      II

EArN    ! 	II

\s    70.00 Is    :1,220,00 I  011     I  C'f    ]	II$s   101.100ol1 ss

1355,14,101.900 1I  ◄pD:2017

II  EArN    II

SsHo.22:ijl	ss1o.;i0 5 selI ss 

10-1.541111l!ss

1'2:q!!5;i01 1111ojl      920      I

cEvA    I

so.2s I!

sswo.s0o0lI ss

200.010s!!1s

136 648070.0705

100BI Fort11�1!f.

.J.S I

I	Is$   511100..o0o0l)s$

s 1110000.0o0o)l

)I     Ls    )I

)	jls$   9 81310.0o0o)lSs       818130,.00)1       j1

)I     LSLS   )I  �J11js51G,OuOo)l        s2Ss533118.,11121)l$s   , s6o0s◄.11n2)l $s       7 5O!J945,8,n2)l

)I     LsS   )I

)        ;$1902050.,0Q0OJ) s$   91 02500..Q00ojlsS

91 02050..o0p0

920 I EA

Is 

1◄oolt  1aaoool

I

110Q.1101IMrnanlo!t..,.nSah_�!_!,;el_b__{f'S1[11IJ)::IlnCC"plllncn�

t.sL_  S    I	II	IIss   211 010000.0.0001I$1

211010000.0000!I	II     LLSS   II 	II

IIss  112 40700..0o0oIlss      17204700.00D I       11

II     LLSS    )I  s1 0211 0olI

S!lsD1ll0ll0!l001lI ss   5 11101102.3.001 I1-Ss 

5!1@20000101 I1

II     LsS    I

I        $7s1 500000.000ojjss   71 050000,.o0o0jI;s       170500,.00

1012IMnnl t11n"!'.""(12 monthr.n_R_11tfinn!11<:<:11ptnnc11

subta111J

uLS:_IL

I	ls 1soo0ools   213s2uo0uoo0olI

/    LS    I	!I

ls 1211ooolI ss   211n001:ios.o2o2l1

II     LS    II	I  420 1140-t◄ lIt :20 11-to 4-4jI Ss     200470.27-'1.c   1I

I  LS     !	]   f3o oooQol s Jo ooo.oo lI s    23990502080.0S0S

11.1101!l!PRplR!n!GgAPTViqtC3i"Cl1111112DO SOR21

Ml.1

1!'

.1t!!9..LL....iM51.Clll _l______bru

J,f'"

18DOIS 45378001 2521

!
J,f	llM

'22:US
�	f_   il5_1�11Oau5J    2 1100

J,f	_$!�3,9117_	s15.oJ IS       19.ool s      4940000

111Ql2j!PSiploinngv,.PnyPeVC nSncnh2o0du0lnP4u{0P!o_

!Mi

laI.F.

7,SD3O..oq.t1ol)s:S 

2s752!l030o.0o0 l    11541

1§_

Is    Jl_,_Q4o.ools       11040.00

L�!'.	�

sH_$slo,.!111ls   a10,z2.as1l!s:s

2-4in.tmH.11s1l     9QOll

$2287.19!        $620�2.111 1$   85030,50110�!$       8500.00

11054  2R"oRnl obc!!r11dVJmoo!vdoWB111rt!nPrMurp1;1lolor(12"!12_")

.!1AM

◄3310,00

3-1730,00	g

Ii_$_ 

43508.00 I: 

39000	.1J1.

_(;;EA  _c:;n0113.,ll5!I0

.,;;�.,,7,1 I; "32":'; I;	,32,,8,.0,0

EEA 	29.73

5605..2070	75950.,00

7950.0000

1 10rfl6  �Mun!!nurlnnl CnocnonnfldnolcoUnon

MM	-10000    S

24000000	gM

�S      450.00    Sl  __________nQ__,450,00

EAA

I    $\1M06M.SO

$Sll2!1ll'7:1.23   $

13?7A3737   S	373,13	EA

.1!.QU_1108ISSplgrnnl 11\J1:!o"rHond11!. CDn1mlV:ivt nl1
LA

Sllbtrth1I

_\,$ts

I s Hoo.ools 250000

Ls ;i5ooooc Is

2500000

I s    10,no.oo

_!__�fl,011:,lO

�Q_Q__I__ $__     26930QO
Is    11�4 115,35

L�S 	JI.111$.511ID11,,M00 I

-�$18121i17 I$ ::Z2:t$40S0G,?!t27j$     22 ◄QM!58152

�L S_!l ____l______;511.'26 1 

_/!$!1;,O:11O4Q.,1,7Q4Q_l1__$$__ _1!$2_,6l)_Q_00l),,(l000:�]S        2 5D!)00O..,.,O0D0
sS    4117s8a3o28o..5q_5o_

N DSCAPE & IRRIGATIO N TOTALJ
1201!!6E:"LGECmyTRS1CHAL4A0 NPOVCLICGoHnTIduNlrG(Allaw.m,:,:,'

.M!!:11	LF

1_ 38415D.57

ILLs  _   711.7050 IJSs     2;u3 2osoo.ooll    3000

6028800

]£	IIs$       _2i;_2o..5o0o1lt;   166705000..ooool    33 000

.bL...L.m.!

$1133..aao4j!S

22111.?115o [I sS     t>a042110so0.0o0o1l    33000Q0ll_

.!:E...l �

� _ .11:Q.O

27000,00

.llQ3j120J!£P_rM(;:_ml'lfly\6SC'll'H1540'11P1V'CMnCnJ)h_!!odl!)oH(A(A!lallw.t'l\.\ffl1mc11c)n'

�    _!J'.g

s 10.ooo oo0j s      os ooo oo.	M

s  2ss5o.oo! s    12175000 1_�

�EA   !   SH37,S0

s10 ot2,s0j ss  111◄0000 I s      020®,Q O_

 	MM

S3 _3$6.1JU!_2.1S !S  13 500.00 !S      67500.00

12o05,i  C2"oGncr:oraloSCTHrnn4a!0oPnnVCorCPa:inddAl1ult01,,m�'.

ill2.

gJ,f

_$__ _ ,1:,5◄60	211:330550 0       4680

M]£

_$_ 4.41200305

1 32000

◄ DDO

-E�EA._�C$O.Q,:iOOM

◄10907D11W01

4900

�LF    II      s$120.s1o8

S250$;L0.!.0H0   $S   2 50s00o0o   $       79 54000,00Q0

_1206jStrno! L_!g_1J.l.Ju11cllonB1rt_

;m	11:A

!ioo.o01I ss    1'11!sJoo!o&oQ_go_ l      2s	g

l s      400 00 1;   �11 50380,Q00o (_a!

EA I S120,DO

s210.1111 I$   :1:10.&11 II st   �o s11s..s2_=!

no.sol s      350.oolI s$    111s0 8256Q0.D0D0

TOTAL PERFORMANCE DRIVE PHASE! 3

'270C•l•nduD•v       a       :        Jr,b11Y1•  $ ,,1,o o:to0_

�11_ te.!!_c!_n_t_Q_,._V#

JM!:!_C S 3711 77927

A:!!: C1J•ndarClap        Hubbud  $ 3 lllll 7H,O_&_

_;1_0_0_C;ll!endn_tQ!lY:_ ,:	Prim,.  S 4 4!14811.D5

1i

No1ti:s:IIlhoOM,nr oloc:11'1 to 11ulhorlw oJl.rowork or chongflll In !ho work,tho uni! prleonobova by \h11Con\rocioruhoU opply,
F:\Proj2003\232 l7\ENGadmin\Prod\ep645 PerfDrive Ph3 - Bid Tabulation.xis

.OU4 TITV U

MATERl'-L INSTAUAT10N TOTALUNIT

T TY

MYRTLE CREBEIDKTIMABPUROLAVTEIMOENNT DISTRICT
LAKE NONAB!CdE1NRTecReAhL,1ePdE;RDFeOt:RllMAmbl!NrC6E, O20R1r.,tD E PHASE 3
MATERIAL INSTAL.l.ATION TOTALUNIT

_im

J �1;:,.JALjlNsT��TIONjTo�� �NIT

T TY

tr      MA�::L     INST�;�TION   To�� �NIT

M. _u_�..I

Conlr11cler':i u nH p r lcDll qu otod.

ITEM  The ON!or flllU'INl'lll lhDD]'f§l_gChRttIoPQTdIDd_!_,I0(_ dr,dii�ariy'htiiJi:ind m11 t11ill! lll hl11 ooloNdITlacruUon CoOndSoThal!eslob!lCshOoSrTll'II cott11 or crCOodSllTn ba1.11d onAlMhoOUNT        OUAN  I

1

l    All "mo!orlllnl " rJ,111! con::!11! Dfm:ilo11ol ond dollvory le thool!o on!y; mcdunlvo ofony c1hor m11lorl111o noodr,d for Jnaloll11ll on,
45    "Allnlnl11arol!lll1111!O'orl"omunldolllocondn""8�tpdD mthuono!bu pophlyodndoqg1nul<Jpt1mdcn, r ol,clclnbt1nc1d, l!Udobpprl11lloro,moYondomod p!iorfolin1l1c1moucleohmlnpglo.lolh11 pro] 11ct,
67    FCionnotlrnlacnldonr cota provnpidpelO'o'a Dpl!nnnn!d!n11llccoml�pflnc.mr t:rooo:;.h11alanl dbbo!n9,c�kmoldfboryp!ohlomON:i.  S,0o1l'l,moraypr1o,a11q unl1!o0llovdod, l!lonnl nmondmanb bm1Dd upon non nnd pnr coloHcn lcGto.

10   UopnolrntCU11.tUooolh, 111l lnclud11 0Huolo111m:,

II9    CLoonndlr11c.aoclpoor lCovoonr1l1loyclloocor oUhonnU 1omfU11tull1l0tlo!i.hoctntdhon!riynigh11oUrdonni:anypcotofmoo!l11u roeflppbmi1,/Joorn11op! lo1111r atlnv.i:ig,tor lr ueknnd h1mdo¥>0tn1!nu 111 pravklnd u 11tl! th11 lr1lo11tlon1rfG11'lmfi;

UNtT	COST	COST	COST	AMOUNT

LUANTI'

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5	AMOUNT      QUAN I	UN

3	A O

F:\Proj2003\232l7\ENGadmin\Prod\ep645 PerfDrive Ph3 - Bid Tabulation.xis

MYRTLE CREEK IMPROVEMENT DISTRICT

District Management and Assessment Consultant Agreement

DISTRICT MANAGEMENT AND ASSESSMENT CONSULTANT AGREEMENT
This District Management Agreement (this "Agreement"), made and entered into this 15th day of January, 2019 (the "Effective Date") by and between Myrtle Creek Improvement District ("DISTRICT") and Fishkind & Associates, Inc. (hereinafter called the "MANAGER") sets forth the terms and conditions under which MANAGER shall provide services.
WHEREAS, the DISTRICT desires to obtain the services of a MANAGER to provide District Management Services; and
WHEREAS, MANAGER is capable of providing the necessary services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, the DISTRICT and MANAGER agree as follows:
SCOPE OF SERVICES
MANAGER shall provide District Management Services as set forth in Exhibit A to this Agreement. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by MANAGER which are not specifically referenced in the scope of services set forth in Exhibit A of this Agreementshall be completed as agreed in writing in advance between the DISTRICT and MANAGER. Upon request of DISTRICT, MANAGER or an affiliate of MANAGER may agree to additional services to be provided by MANAGER or an affiliate of MANAGER, by a separate agreement between the DISTRICT and MANAGER or its respective affiliate.
WORK SCHEDULE
The services of MANAGER are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRICT for such service.
COMPENSATION
For the services provided under this Agreement, MANAGER's professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set forth in Exhibit A as provided below.
Reimbursable Expenses
In addition to fees for services, MANAGER will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incuned by MANAGER only as authorized by the DISTRICT's approved budget. Documentation of such expenses will be provided to the DISTRICT upon request.
Other Services
Rev. .12.3.2018	1

Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separate, mutually acceptable fee structures.
TERM AND TERMINATION
This Agreement shall be effective from the Effective Date and shall continue until terminated by either party as provided herein. The DISTRICT has the right to terminate this Agreement for "good cause" which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the MANAGER which, in each case, the MANAGER fails to cure within 10 days of notice thereof. Termination for "good cause" shall be effected immediately by provision of written notice to MANAGER. Either party hereto shall have the right to terminate this Agreement, at any time and for any reason whatsoever, upon (i) the DISTRICT providing to the MANAGER a minimum of thirty (30) days advance written notice of its intention to terminate or (ii) the MANAGER providing to the DISTRICT a minimum of sixty (60) days advance written notice of its intention to terminate. All notices shall be mailed to the person and address specified for use in the giving of notice, in paragraph 10, hereof. Should the relationship be terminated, MANAGER will be paid for all services performed and costs and expenses incuned up to the termination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other; provided, however, that MANAGER may, upon notice to the DISTRICT, assign MANAGER's rights and obligations under this Agreement to any subsidiary or affiliate of MANAGER or a successor of MANAGER in connection with the sale of all or substantially all of MANAGER's assets. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
OWNERSHIP OF INFORMATION, REPORTS, AND DATA
All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to MANAGER and the DISTRICT shall, and shall cause its agent(s) to, cooperate with MANAGER in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a transaction or financial product and/or relevant to a DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that MANAGER provide advice with regard to any recommendation made by a third party, DISTRICT will provide to MANAGER written direction to do so as well as any Data it has received from such third party relating to its recommendation. DISTRICT acknowledges and agrees that while MANAGER is relying on the Data in connection with its provision of the services under this Agreement, MANAGER makes no representation with respect to and shall not be responsible for the accuracy or completeness of such Data.
NOTICES
All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The pmties designate the following as the respective places for giving notice, to-wit:

Rev. .12.3.2018	2

DISTRICT:
Myrtle Creek Improvement District 12051 Corporate Boulevard
Orlando, Florida 32801 Attention: District Manager

With A Copy To:

Hopping Green &  Sams, PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Tucker Mackie

MANAGER:

Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

T ITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by MANAGER pursuant exclusively to this Agreement shall be the prope1ty of the DISTRICT. Subject to the foregoing exception, upon termination of this Agreement, at DISTRICT's reasonable request no later than three (3) years after the termination of this Agreement MANAGER shall deliver to the DISTRICT copies of any and all materials or documents prepared, kept or maintained in accordance with this Agreement.
MANAGER'S REPRESENTATIVES
Assignment of Named Individuals
The professional employees of MANAGER set forth below will provide the services set forth in this Agreement; provided that MANAGER may, from time to time, supplement or otherwise amend the team members set forth below.
Hank Fishkind, Ph.D.
Jennifer Walden
Lynne Mullins
Changes in StaffRequested by the DISTRICT
The DISTRICT has the right to request, for any reason, MANAGER to replace any member of the MANAGER staff. Should the DISTRICT make such a request, MANAGER shall promptly suggest a substitute for approval by the DISTRICT.
Rev. . 12.3.2018	3

INSURANCE
MANAGER shall maintain insurance coverage with policy limits not less than as stated in Exhibit C.

XIII.	GENERAL PROVISIONS
MANAGER Not to Participate as Underwriter
The MANAGER is precluded from being an underwriter of any debt obligations issued by the DISTRICT and shall not market or otherwise be responsible for the initial offering of the issuance of any of the DISTRICT's debt obligations.
Limitation of Liability
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties under this Agreement on the paii of MANAGER or any of its associated persons, neither MANAGER nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the performance of its services hereunder, (ii) any enor of judgment or mistake of law, or (iii) any loss arising out of or any financial or other damages resulting from DISTRICT's election to act or not to act, as the case may be, contrary to or, absent negligence on the part of MANAGER or any of its associated persons, upon any advice or recommendation provided by MANAGER to DISTRICT.
Disclaimer of MANAGER
The DISTRICT acknowledges that the MANAGER is not an attorney and may not render legal advice or opinions. Although the MANAGER may participate in accumulating information necessary for documents required by the DISTRICT to finalize any particular financing, such information shall be verified by the DISTRICT as to its conectness; provided, however, that the DISTRICT shall not be required to verify the conectness of any information originated by the MANAGER or the conectness of any information originated by the MANAGER which the MANAGER has used to formulate its opinions and advice given to the DISTRICT.
Attorney Fees and Governing Law
MANAGER and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action. This Agreement shall be construed, enforced, and administered in accordance with the laws of the State of Florida. In the event either party is required to take any action to enforce this Agreement, the substantially prevailing party shall be entitled to attorney's fees and costs, including fees and costs incurred in determining entitlement to and reasonableness of such fees and costs.

Time of the Essence

Rev. . 12.3.2018	4

The DISTRICT and the MANAGER agree that time is of the essence and that the services of the MANAGER shall be performed expeditiously.
Entire Agreement
This Agreement represents the entire agreement between DISTRICT and MANAGER for District Management Services contemplated hereby and supersedes all prior agreements, contracts, anangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties. For the sake of clarity, any separate agreement between DISTRICT and MANAGER or any affiliate of MANAGER shall not in any way be deemed an amendment or modification of this Agreement. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision.

Authority to Execute and Counterparts
Each party to this Agreement represents, wanants, and covenants to the other that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party, that such party has the lawful authority to enter into this relationship, and that the governing or managing body of each party has approved this relationship and has similarly authorized the execution of this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document.
Public Records Disclosure
MANAGER understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, MANAGER agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the MANAGER 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 Agreement term and following the Agreement term if the MANAGER does not transfer the records to the Public Records Custodian of the DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in MANAGER's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transfeTI"ed by the MANAGER, the MANAGER 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.
Independent Contractor

Rev. .12.3.2018	s

MANAGER, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of DISTRICT by viitue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and pe1mitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will MANAGER be liable for any act or omission of any third paity or for any circumstances beyond MANAGER's reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services.
In witness whereof, the parties hereto have executed this Agreement, in duplicate, as of the Effective Date above written.

Board of Supervisors:

Myrtle Creek Improvement District

Sign: -	---	--	--
Print Name: Jeff Macre, Chairman

Fishkind & Associates, Inc.

Hank Fishkind, Ph.D., President

Rev. . 12.3.2018	6

EXHIBIT A
SCOPE OF SERVICES

General Management Services
General Consultation, Meetings, and DISTRICT Representation
The Manager shall organize the DISTRICT meetings. This includes, but is not limited to, providing the agenda and Board packages, scheduling, notification, publication and related matters. The service to be provided shall also include, but not be limited to planning, scheduling, production and quality control, coordination, and administration of various professional service elements.
The manager shall prepare and submit to the DISTRICT's Board of Supervisors a proposed annual budget and administer the adopted budget of the DISTRICT.
As the DISTRICT's Manager, we will consult with the DISTRICT Board of Supervisors and its designated representatives, and when necessary, participate in such meetings, discussions, project site visits, workshops, and hearings as may pertain to the administration, accomplishment and fulfillment of the professional services with regard to the projects and general interest of the DISTRICT.
The Manager shall consult with and advise the DISTRICT on matters related to the operation and maintenance of the DISTRICT and assist the DISTRICT to ensure compliance with all statutes and applicable law affecting the DISTRICT. The Manager will maintain the DISTRICT's website in compliance with applicable law and ensure an e-mail system is in place which provides a separate "CDD e-mail address" for all Board members with an archiving system which will allow the Manager to respond to public records requests and maintain e-mails in compliance with applicable records retention law.
Accounting Services
The Manager shall define and implement an integrated management reporting system which will allow the DISTRICT to represent fairly and with full disclosure the financial position of the DISTRICT. Monthly financial statements will be provided in addition to a year-end audited financial statement to be prepared by a certified public accounting film selected by the DISTRICT. These services will be coordinated with the DISTRICT' s auditors to assure a smooth and efficient audit of the DISTRICT's books.

Minutes and Records
The Manager shall defme and implement a system of record management for the DISTRICT, including a concise and accurate record of the official actions of the Board of Supervisors and any appointed boards or committees, and shall oversee the maintenance and disclosure of DISTRICT' s records pursuant to Florida law.

Rev. . 12.3.2018	7

Annual Assessments, Lien Book Maintenance and Dissemination Agent
The Manager will maintain the tax roll for the DISTRICT and coordinate and report to the Tax Assessor and Tax Collector for the jurisdiction in which the DISTRICT exists.
The Manager will administer the DISTRICT's assessment methodology during platting and maintain the DISTRICT' s lien book and release of liens at closings.
The Manager will provide continuing disclosure filing coordination and assistance for DISTRICT debt issues on EMMA as required by the MSRB and other regulatory agencies.

Assessment Consulting Services
The Manager shall fo1mulate the DISTRICT' s special assessment methodology or similar security for debt issuance in consultation with the DISTRICT' s counsel, consulting engineer, bond counsel, and other consultants and professionals, including the preparation of an assessment methodology report.

Rev. . 12.3.2018	8

EXHIBIT B COMPENSATION FOR SERVICES

The table below outlines the minimum management fees. The fees depend upon the type of district, the website selected, and the number of debt issues outstanding for the DISTRICT. Fees are reviewed and adjusted annually pursuant to the DISTRICT's budget process. Our fees include the provision of the services described in Exhibit A, as well as the reimbursable expenses set fo1ih in Section III(l).

Type of District	Management		
Inactive	$5, 000		
Developer Control	$40, 000		
Resident Control 	$60,000		
Website	Set.Up 	Annual 	
Minimum 	$2, 000	$1 ,000	
Standard	$3,000	$1 ,250	
Deluxe	$5, 000	$5,000	

Lien Book, Tax Roll, and Continuing Dis closu re Services	
Amount		
Base Fee	$5,000		
Fee per debt issue	$7, 500		
Assessment Methodology
P reparation and Assessment Consulting Services		Fee to be negotiated per debt issuance	

Fee

Rev. .12.3.2018	9

EXHIBIT C INSURANCE

MANAGER shall provide and maintain the following levels of insurance coverage at all times subsequent to the execution of this Agreement:
Worker's Compensation insurance to cover full liability under worker' s compensation laws in effect in Florida.
General Liability insurance with limit of one million dollars ($ 1 ,000,000.00) per each occunence.
Professional Liability insurance with limit of one million dollars ($ 1,000,000.00) per each occunence. Claims-made policies shall have at least a three-year reporting period.
Employment Practices Liability insurance with limit of two million dollars ($2,000,000.00) per each occunence.
Commercial Crime insurance with limit of two million dollars ($2,000,000.00) per each occunence.
Comprehensive Automobile Liability insurance for all hired and non-owned vehicles used by the Consultant's staff with a combined single limit of one million dollars ($ 1 ,000,000.00).
The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as additional insureds on the General Liability and Automobile insurance policies described above. The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as a joint loss payee on the Commercial Crime insurance. None of the policies above may be canceled during the term of this Agreement (or otherwise cause the DISTRICT to not be named as an additional insured or joint loss payee where applicable) without sixty (60) days written notice to the DISTRICT. MANAGER will furnish the DISTRICT with a Certificate of Insurance evidencing compliance with this section prior to Agreement commencement and upon request.

Rev. .12.3.2018	10 

MYRTLE CREEK IMPROVEMENT DISTRICT

Financial Advisory Agreement

FINANCIAL ADVISORY AGREEMENT

This agreement ("Agreement"), made and entered into this 15th day of January, 2019, (the "Effective Date") by and between Myrtle Creek Improvement District ("DISTRJCT") and Fishkind & Associates, Inc. (hereinafter called "FA"), sets forth the terms and conditions under which FA shall provide services.
WHEREAS, the DISTRJCT desires to obtain the services of a financial advisor to develop and assist in implementing the DISTRJCT's strategies to meet its current and long-term operations, financial obligations, capital financing needs and render assistance in respect to debt transactions; and

WHEREAS, FA is capable of providing the necessary financial advisory services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, DISTRJCT and FA agree as follows:
SCOPE OF SERVICES
FA shall provide, upon request of the DISTRJCT, services related to financial planning, budget and strategic advice and planning, policy development and services related to debt issuance, as applicable and set forth in Exhibit A to this Agreement. DISTRJCT acknowledges and agrees that most tasks requested by DISTRJCT will not require all services provided for in Exhibit A and as such the specific scope of services for such task shall be limited to just those services required to complete the task. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by FA which are not specifically referenced in the scope of services set forth in Exhibit A of this Agreement shall be completed as agreed in writing in advance between the DISTRJCT and FA.
WORK SCHEDULE
The services of FA are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRJCT for such service.
REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES
FA is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Bal-2. If DISTRJCT has designated FA as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule l 5Bal -1(d)(3 )(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any limitations provided herein. FA shall not be responsible for, or have any liability in connection with, verifying that FA is independent from any other party seeking to rely on the IRMAexemption (as such independent status is required pursuant to the IRMA exemption, as interpreted from time to time by the SEC). DISTRJCT acknowledges and agrees that any reference to FA, its personnel and its role as IRMA, including in the written

representation of DISTRICT required under SEC Rule 15Bal-l(d)(3)(vi)(B) shall be subject to prior approval by FA. DISTRICT further agrees not to represent that FA is DISTRICT' s IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, outside of the scope of services without FA' s prior written consent.
MSRB Rules require that municipal advisors make written disclosures to their DISTRICTs of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in FA' s Disclosure Statement delivered to DISTRICT together with this Agreement.
FINANCIAL ADVISORY COMPENSATION
For the services provided under this Agreement, FA' s professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set fmih in Exhibit A as provided below.
Reimbursable Expenses
In addition to fees for services, FA will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by FA subject to the limitations of Chapter 112.061, F.S. Upon request of DISTRICT, documentation of such expenses will be provided.
Other Services
Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separate, mutually acceptable fee structures.
TERMS AND TERMINATION
This Agreement shall be effective as of the Effective Date until January 15, 2020 (the "Initial Term") and shall automatically renew for additional one (1) year periods (each a "Renewal Term" and together with the Initial Te1m, the "Term"), unless te1minated in writing by either party upon thirty (30) days written notice to the other paiiy without cause, or immediately upon written notice for good cause. For purposes of this Agreement, the term "good cause" shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by FA which, in each case, FA fails to cure within 10 days of notice thereof. Upon such termination, FA will be paid for all services performed and costs and expenses incurred up to the termination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party ; provided that upon notice to DISTRICT, (i) FA may assign this Agreement or any interests hereunder to a municipal advisor entity registered with the SEC that directly or indirectly controls, is controlled by, or is under common control with, FA, or
to any subsidiary or affiliate of FA or a successor of FA in connection with the sale of all or

Rev. 31.10.2018	- 2- 

substantially all of FA' s assets. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
INFORMATION TO BE FURNISHED TO FA
All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for canying out any services to be performed under this Agreement ("Data") shall be furnished to FA and the DISTRICT shall, and shall cause its agent(s) to, cooperate with FA in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a municipal securities transaction or municipal financial product and/or relevant to the DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that FA provide advice with regard to any recommendation made by a third party, DISTRICT will provide to FA written direction to do so as well as any Data it has received from such third party relating to its recommendation. DISTRICT acknowledges and agrees that while FA is relying on the Data in connection with its provision of the services under this Agreement, FA makes no representation with respect to and shall not be responsible for the accuracy or completeness of such Data.
NOTICES
All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The parties designate the following as the respective places for giving notice, to wit:
DISTRICT:
Myrtle Creek Improvement District 12051 Corporate Boulevard
Orlando, Florida 32801
Attention: District Manager With A Copy To:
Hopping Green & Sams, PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301
Attention: Tucker Mackie FA:
Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

Rev. 31.10.2018	- 3 -

TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by FA pursuant exclusively to this Agreement shall be the property of the DISTRICT. Subject to the exception described above, upon termination of this Agreement, at DISTRICT' s reasonable request no later than three (3) years after the termination of this Agreement FA shall deliver to the DISTRICT copies of any materials or documents pe1iaining to or prepared in accordance with this Agreement.
FA'S REPRESENTATIVES
Assignment of Named Individuals
Professional employees of FA will provide the services set forth in this Agreement and FA may, from time to time, supplement or otherwise amend the team members. The individual listed below shall be the engagement manager for this Agreement.
Hank Fishkind, Ph.D.
Changes in Staff Requested by the DISTRICT
The DISTRICT has the right to request, for any reason, FA to replace any member of the advisory team. Should the DISTRICT make such a request, FA shall promptly suggest a substitute for approval by the DISTRICT.
INSURANCE
FA shall maintain insurance coverage with policy limits not less than as stated in Exhibit
C.
LIMITATION OF LIABILITY
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless
disregard of obligations or duties under this Agreement on the part of FA or any of its associated persons, neither FA nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the performance of its services hereunder; (ii) any enor of judgment or mistake of law; (iii) any loss arising out of any issuance of municipal securities, any municipal financial product or any other financial product, or (iv) any financial or other damages resulting from DISTRICT' s election to act, or not to act, contrary to or upon any advice or recommendation provided by FA to DISTRICT.
INDEPENDENT CONTRACTOR; NO THIRD-PARTY BENEFICIARY
FA, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, paiiners, servants and/or joint venturers of DISTRICT by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will

Rev. 31. 10.2018	4

FA be liable for any act or omission of any third party or for any circumstances beyond FA' s reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or interruption ofelectrical, telecommunications or other utility services.
APPLICABLE LAW
This Agreement shall be construed, enforced, and administered according to the laws of the State of Florida. FA and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision ofthis Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action.
ENTIRE AGREEMENT; SEVERABILITY
This Agreement represents the entire agreement between DISTRICT and FA and may not be amended or modified except in writing signed by both parties. For the sake of clarity, any separate agreement between DISTRICT and an affiliate of FA shall not in any way be deemed an amendment or modification of this Agreement. This Agreement supersedes all prior agreements, contracts, arrangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity ofany other provision.
EXECUTION ; COUNTERPARTS
Each paiiy to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such paiiy. This Agreement may be signed in any number ofcounterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document.

PUBLIC RECORDS DISCLOSURE.
FA understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, FA agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the FA 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, ai·e not disclosed except as authorized by law for the duration ofthe Agreement tenn and following the Agreement term ifthe FA does not transfer the records to the Public Records Custodian ofthe DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in FA's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records

Rev. 31.10.2018	- 5 -

pursuant to Florida laws. When such public records are transferred by the FA, the FA 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.

[Signature Page Follows]

Rev. 31. 10.2018	6 -

IN WITNESS THEREOF, the DISTRICT and FA have executed this Agreement as of the day and year herein above written.

MYRTLE CREEK IMPROVEMENT DISTRICT

By:		­ Name: Jeff Macre
Title: Chairman Date: January 15, 2019

FA
By:	­
Name: Hank Fishkind Title: President

Date: ---	----	-	-

Rev. 31. 10.2018	- 7 - 

EXHIBIT A SCOPE OF SERVICES

Services related to the Financial Planning and Policy Development upon request of the DISTRICT:
Assist with the formulation of the DISTRICT's special assessment methodology or similar security for debt issuance in consultation with the DISTRICT's counsel, consulting engineer, bond counsel, and other consultants and professionals; notwithstanding the foregoing, these services shall not include the preparation of an assessment methodology report.
Assist the DISTRICT in the fo1mulation of Financial and Debt Policies and Administrative Procedures.

•

•

•

•

•

•

Rev. 31.10.2018

Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be designed to maximize ability to finance future capital needs. This will include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to provide the DISTRICT with savings.
Analyze future debt capacity to determine the DISTRICT's ability to raise future debt capital.
Assist the DISTRICT in the development of the DISTRICT's Capital Improvement Program by identifying sources of capital funding.
Assist the DISTRICT with the development of the DISTRICT' s financial planning efforts and process by assessing capital needs, identifying potential revenue sources, analyze financing alternatives such as pay-as-you-go, lease/purchasing, short-term vs. long-term financings, assessments, user fees, impact fees, developer contributions, public/private projects, and grants and provide analysis of each alternative as required as to the budgetary and financial impact.
Review the reports of accountants, independent engineers and other project feasibility consultants to ensure that such studies adequately address technical, economic, and financial risk factors affecting the marketability of any proposed revenue debt issues; provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparations, review and completion of such independent studies; and provide written comments and recommendations regarding assumptions, analytic methods, and conclusions contained therein.
Develop, manage and maintain computer models for long-term capital planning which provide for inputs regarding levels of non-ad valorem special assessment and other revenues growth rates by revenue and expenditure item, timing, magnitude and cost of debt issuance, and project operating and capital balances, selected

- 8 -

operating and debt ratios and other financial performance measures as may be determined by the DISTRICT.
Conduct strategic modeling and planning and related consulting.
Attend meetings with DISTRICT's staff, consultants and other professionals and the DISTRICT.
Undertake financial planning and policy development assignments made by the DISTRICT regarding financings, and financial policy including budget, tax, cash management issues and related fiscal policy and programs.
Assist the DISTRICT in preparing financial presentations for public hearings and/ or referendums.
Provide special financial services as requested by the DISTRICT.
Services Related to Debt Transactions (Includes short term financings, notes, loans, letters of credit, line of credit and bonds); provided that if the transaction is competitive, the services of the financial advisor will reflect that process. Upon the request of the DISTRICT:

•

•

•

•
•

•
•

•

•

Rev. 31. 10.2018

Analyze financial and economic factors to determine if the issuance of bonds is appropriate.
Develop a financing plan in concert with DISTRICT' s staff which would include recommendations as to the timing and number of series of bonds to be issued.
Assist the DISTRICT by recommending the best method of sale, either as a negotiated sale, private placement or a public sale. In a public sale, make recommendation as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection.
Advise as to the various financing alternatives available to the DISTRICT.
Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flow requirements.
Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
If appropriate, develop credit rating presentation and coordinate with the DISTRICT the overall presentation to rating agencies.
Review underwriter's proposals and submit a written analysis of same to the DISTRICT.
Assist the DISTRICT in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc.

- 9 -

Identify key bond covenant features and advise as to the financial consequences of provisions to be included in bond indentures, resolutions or other governing documents regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt tests, etc.; review and comment on successive drafts of bond governing documents.
Review the requirements and submit analysis to bond insurers, rating agencies and other professionals as they pe1iain to the DISTRICT's obligation.
Review the terms, conditions and structure of any proposed debt offering undertaken by the DISTRICT and provide suggestions, modifications and enhancements where appropriate and necessary to reflect the constraints or current financial policy and fiscal capability.
Coordinate with DISTRICT's staff and other advisors as respects the furnishing of data for offering documents, it being specifically understood that FA is not responsible for the inclusion or omission of any material in published offering documents.
As applicable, advise the DISTRICT on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations.
Assist and advise the DISTRICT in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions.
Arrange for the closing of the transaction including, but not limited, to bond printing, signing and final delivery of the bonds.
Assist and advise the DISTRICT with investment of proceeds of debt offerings
Special Services. Upon request of the DISTRICT:
FA may provide other services which shall include, but not be limited to, the following:
Impact fee financial analysis
Rate analysis
Management analysis
Referendum assistance
Legislative initiatives
Project assessment analysis
Implementation of revenue enhancement programs
Investment advisory services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate))

Rev. 31.10.2018

- 10 -

Rev. 31. 10.2018

Arbitrage and rebate services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate)
Financial analysis of projects being developed by engineer/architect studies
Negotiate on behalf of the DISTRICT for proposed projects

- 11 -

Description

EXHIBIT B COMPENSATION FOR SERVICES (Negotiable)

Unit Price

TRANSACTIONAL FEE SCHEDULE

A. Conventional Long-Term Fixed Rate Debt	Investment Grade	Grade	
Up to $25 Million	$1.00/ $1,000	$1.00/ $1,000	
$25 Million up to $50 Million	$0.85/ $1,000	$1.00/ $ 1,000	
Over $50 Million up to $75 Million	$0.75/ $1,000	$0.85/ $ 1,000	
Over $75 Million	$0.50/ $1,000	$0.75/ $ 1,000	

Non-investment

Above Fees Subject To: Minimum
Maximum

$20,000.00
$125,000.00

$25,000.00
$200,000.00

Additional Fee - Refunding Transaction	$ NIA (excluding escrow structuring if
requested)
Notes, Including but not Limited to TANS and RANS $15,000.001
1Fee for investment grade, publicly offered issues; fee for private placement or non-investment grade public offering will be negotiated prior to the sale.
NON-TRANSACTIONAL FEE SCHEDULE
Professional Fees

Managing Director
Senior Managing Consultant (other senior staff) Senior Analyst (Analyst)
Administrative Staff
Out of Pocket Expenses
Not to Exceed

$300.00/ Hour

$250.00/ Hour
$150.00/ Hour
$0.00	/ Hour

$2,000.00 per Issue*

Travel Lodging Meals Postage Telephone Copies Printing

Rev. 31.10.2018

At Cost At Cost At Cost At Cost At Cost
0.10 Black & White; 0.50 for Color
0.10 Black & White; 0.50 for Color

- 12 -

*FA also offers a flat "overhead" fee of $1,500 per financing to cover all typical expenses (copies, printing, in state travel, etc.). Both structures exclude New York and other out ofstate travel, which is billed at cost.
Other Services
 	
In addition to advising on bond transactions, FA is often called upon to perform many additional duties. These may include structuring and implementation of the refunding escrow, debt service reserve and debt service payment fund investment structuring, arbitrage rebate compliance, investment agreement and float contract bidding, investment liquidation, interest rate swap pricing and implementation, and other related services. These services would be provided via separate contract with the appropriate FA related entity such as FA Asset Management, LLC. Ifneeded or required under this proposal, these services are subject to a separate fee to be negotiated in advance at the time of the service. FA fully discloses all fees related to any transaction.

Rev. 31.10.2018	13

EXHIBIT C INSURANCE

Fishkind & Associates, Inc. ("FA") has a complete insurance program, including property, casualty, comprehensive general liability, automobile liability and workers compensation. FA maintains professional liability and fidelity bond coverages which total $30 million and $10 million, respectively. FA also canies a $10 million cyber liability policy.
Our Professional Liability policy is a "claims made" policy and our General Liability policy claims would be made by occurrence.
Deductibles/SIR :
Automobile $250 comprehensive & $500 collision Cyber Liability $50,000
General Liability $0
Professional Liability (E&O) $1,000,000 Financial Institution Bond $75,000
Insurance C ompany & AM Best Rating
Professional Liability (E&O)	Endurance American Specialty Insurance; (A+; XV)
XL Specialty Insurance Company; (A; XV) Continental Casualty Company; (A; XV)
Starr Indemnity & Liability Company; (A; XIV)

Financial Institution Bond Cyber Liability
General Liability Automobile Liability Excess /Umbrella Liability Workers Compensation
& Employers Liability

Rev. 31.10.2018

Federal Insurance Company; (A++; XV) Indian Harbor Insurance Company (A; XV)
Great Northern Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV)
Great Northern Insurance Company; (A++; XV)

- 14 -

MYRTLE CREEK IMPROVEMENT DISTRICT

Resolution 2019-04, Designating District Manager, Assessment
Consultant and Financial Advisor

RESOLUTION 2019-04
A RESOLUTION DESIGNATING FISHKIND & ASSOCIATES, INC., AS DISTRICT MANAGER OF AND ASSESSMENT CONSULTANT FOR AND FINANCIAL ADVISOR TO THE MYRTLE CREEK IMPROVEMENT DISTRICT, AUTHORIZING COMPENSATION, AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Myrtle Creek Improvement District ("District") is a local unit of special­ pmpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in the Orange County, Florida; and
WHEREAS, the Board of Supervisors ("Board") of the District has previously appointed Fishkind & Associates, Inc. as District Manager and Assessment Consultant (hereinafter, collectively, the "District Manager") and Financial Advisor; and
WHEREAS, the Board ofSupervisors and Fishkind & Associates, Inc. desire to enter into a revised [District Management Agreement and Financial Advisor Agreement (collectively, the "Fishkind Agreement")], which shall be dated effective as of the date of this Resolution, the form(s) ofwhich are attached hereto as Exhibit A; and
WHEREAS, pursuant to the terms ofthe Fishkind Agreement, Fishkind & Associates, Inc. may, upon notice to the District, assign its rights and obligations under such agreement to any subsidiary, affiliate, or successor in connection with the sale of all or substantially all of Fishkind & Associates, Inc. ' s assets; and
WHEREAS, Fishkind & Associates, Inc. has recently advised the Board of Supervisors of the District ofits intent to enter into a proposed transaction (the "Transaction") with PFM Financial Advisors LLC or PFM Consulting Services, LLC or its affiliate(s) (collectively, "PFM") whereby Fishkind will sell all or substantially all of its assets to PFM; and
WHEREAS, in connection with the Transaction and pursuant to the Fishkind Agreement, Fishkihd & Associates, Inc. desires to assign it rights and obligations as [District Manager and Financial Advisor] under the Fishkind Agreement to PFM upon and after the date the Transaction is consummated, and the Board is amenable to such assignment upon the consummation of the Transaction.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE MYRTLE ·CREEK IMPROVEMENT DISTRICT :
Fishkind & Associates, Inc. has previously been appointed the District Manager and Financial Advisor to the District.
Fishkind & Associates, Inc., shall be compensated for services in such capacity in the manner prescribed set forth in the Fishkind Agreement attached hereto as Exhibit A,

which agreement is approved as to form and substance. Upon execution of the Fishkind Agreement(s) attached hereto as Exhibit A, all prior agreements relating to the services contemplated in the Fishkind Agreement attached hereto as Exhibit A are hereby rescinded by the parties and shall be ofno further force and effect.
The assignment by Fishkind & Associates, Inc. ofall of its rights and obligations as [District Manager and Financial Advisor] under the Fishkind Agreement to PFM is approved by the Board in connection with, and shall become effective upon, consummation of the Transaction referenced hereinabove.
This Resolution shall become effective immediately upon its adoption.
Adopted this 15TH day of JANUARY, 2019

ATTEST:

Secretary/Assistant Secretary

MYRTLE CREEK IMPROVEMENT DISTRICT

Chairman

Exhibit A

DISTRICT MANAGEMENT AND ASSESSMENT CONSULTANT AGREEMENT
This District Management Agreement (this "Agreement"), made and entered into this 15th day of January, 2019 (the "Effective Date") by and between Myrtle Creek Improvement District ("DISTRICT") and Fishkind & Associates, Inc. (hereinafter called the "MANAGER") sets forth the te1ms and conditions under which MANAGER shall provide services.
WHEREAS, the DISTRICT desires to obtain the services of a MANAGER to provide District Management Services; and
WHEREAS, MANAGER is capable of providing the necessary services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, the DISTRICT and MANAGER agree as follows:
SCOPE OF SERVICES
MANAGER shall provide District Management Services as set forth in Exhibit A to this Agreement. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by MANAGER which are not specifically referenced in the scope of services set forth in Exhibit A of this Agreement shall be completed as agreed in writing in advance between the DISTRICT and MANAGER. Upon request of DISTRICT, MANAGER or an affiliate of MANAGER may agree to additional services to be provided by MANAGER or an affiliate of MANAGER, by a separate agreement between the DISTRICT and MANAGER or its respective affiliate.
WORK SCHEDULE
The services of MANAGER are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRICT for such service.
COMPENSATION
For the services provided under this Agreement, MANAGER's professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set forth in Exhibit A as provided below.
Reimbursable Expenses
In addition to fees for services, MANAGER will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by MANAGER only as authorized by the DISTRICT's approved budget. Documentation of such expenses will be provided to the DISTRICT upon request.
Other Services
Rev. . 12.3.2018	1

Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separnte, mutually acceptable fee structures.
TERM AND TERMINATION
This Agreement shall be effective from the Effective Date and shall continue until terminated by either party as provided herein. The DISTRICT has the right to terminate this Agreement for "good cause" which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the MANAGER which, in each case, the MANAGER fails to cure within 10 days of notice thereof. Termination for "good cause" shall be effected immediately by provision of written notice to MANAGER. Either party hereto shall have the right to terminate this Agreement, at any time and for any reason whatsoever, upon (i) the DISTRICT providing to the MANAGER a minimum of thirty (30) days advance written notice of its intention to terminate or (ii) the MANAGER providing to the DISTRICT a minimum of sixty (60) days advance written notice of its intention to terminate. All notices shall be mailed to the person and address specified for use in the giving of notice, in paragraph 10, hereof. Should the relationship be terminated, MANAGER will be paid for all services perfo1med and costs and expenses incurred up to the termination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other; provided, however, that MANAGER may, upon notice to the DISTRICT, assign MANAGER' s rights and obligations under this Agreement to any subsidiary or affiliate of MANAGER or a successor of MANAGER in connection with the sale of all or substantially all of MANAGER's assets. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
OWNERSHIP OF INFORMATION, REPORTS, AND DATA
All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to MANAGER and the DISTRICT shall, and shall cause its agent(s) to, cooperate with MANAGER in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a transaction or financial product and/or relevant to a DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that MANAGER provide advice with regard to any recommendation made by a third party, DISTRICT will provide to MANAGER written direction to do so as well as any Data it has received from such third party relating to its recommendation. DISTRICT acknowledges and agrees that while MANAGER is relying on the Data in connection with its provision of the services under this Agreement, MANAGER makes no representation with respect to and shall not be responsible for the accuracy or completeness of such Data.
NOTICES
All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The parties designate the following as the respective places for giving notice, to-wit :

Rev. . 12.3.2018	2

DISTRICT:
Myrtle Creek Improvement District 12051 Co1porate Boulevard
Orlando, Florida 32801 Attention: District Manager

With A Copy To:

Hopping Green & Sams, PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Tucker Mackie

MANAGER:

Fishkind & Associates, Inc. 12051 Co1porate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by MANAGER pursuant exclusively to this Agreement shall be the property of the DISTRICT. Subject to the foregoing exception, upon termination of this Agreement, at DISTRICT's reasonable request no later than three (3) years after the termination of this Agreement MANAGER shall deliver to the DISTRICT copies of any and all materials or documents prepared, kept or maintained in accordance with this Agreement.
MANAGER'S REPRESENTATIVES
Assignment of Named Individuals
The professional employees of MANAGER set forth below will provide the services set forth in this Agreement; provided that MANAGER may, from time to time, supplement or otherwise amend the team members set forth below.
Hank Fishkind, Ph.D.
Jennifer Walden
Lynne Mullins
Changes in Staff Requested by the DISTRICT
The DISTRICT has the right to request, for any reason, MANAGER to replace any member of the MANAGER staff. Should the DISTRICT make such a request, MANAGER shall promptly suggest a substitute for approval by the DISTRICT.
Rev. .12.3.2018	3

INSURANCE
MANAGER shall maintain insurance coverage with policy limits not less than as stated in Exhibit C.

XIII.	GENERAL PROVISIONS
MANAGER Not to Participate as Underwriter
The MANAGER is precluded from being an underwriter of any debt obligations issued by the DISTRICT and shall not market or otherwise be responsible for the initial offering of the issuance of any of the DISTRICT's debt obligations.
Limitation of Liability
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties under this Agreement on the part of MANAGER or any of its associated persons, neither MANAGER nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the performance of its services hereunder, (ii) any error ofjudgment or mistake of law, or (iii) any loss arising out of or any financial or other damages resulting from DISTRICT's election to act or not to act, as the case may be, contrary to or, absent negligence on the part of MANAGER or any of its associated persons, upon any advice or recommendation provided by MANAGER to DISTRICT.
Disclaimer of MANAGER
The DISTRICT acknowledges that the MANAGER is not an attorney and may not render legal advice or opinions. Although the MANAGER may participate in accumulating information necessary for documents required by the DISTRICT to finalize any particular financing, such information shall be verified by the DISTRICT as to its correctness; provided, however, that the DISTRICT shall not be required to verify the correctness of any information originated by the MANAGER or the coITectness of any information originated by the MANAGER which the MANAGER has used to formulate its opinions and advice given to the DISTRICT.
Attorney Fees and Governing Law
MANAGER and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action. This Agreement shall be construed, enforced, and administered in accordance with the laws of the State of Florida. In the event either party is required to take any action to enforce this Agreement, the substantially prevailing party shall be entitled to attorney' s fees and costs, including fees and costs incuITed in determining entitlement to and reasonableness of such fees and costs.

Time of the Essence

Rev. . 12.3.2018	4

The DISTRICT and the MANAGER agree that time is of the essence and that the services of the MANAGER shall be perf01med expeditiously.
Entire Agreement
This Agreement represents the entire agreement between DISTRICT and MANAGER for District Management Services contemplated hereby and supersedes all prior agreements, contracts, arrangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties. For the sake of clarity, any separate agreement between DISTRICT and MANAGER or any affiliate of MANAGER shall not in any way be deemed an amendment or modification of this Agreement. The invalidity in whole or in paii of any provision of this Agreement shall not void or affect the validity of any other provision.

Authority to Execute and Counterparts
Each party to this Agreement represents, warrants, and covenants to the other that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party, that such party has the lawful authority to enter into this relationship, and that the governing or managing body of each party has approved this relationship and has similarly authorized the execution of this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document.
Public Records Disclosure
MANAGER understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, MANAGER agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the MANAGER 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 Agreement term and following the Agreement term if the MANAGER does not transfer the records to the Public Records Custodian of the DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in MANAGER'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 MANAGER, the MANAGER shall destroy any duplicate public records that ai·e exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the DISTRICT in a fo1mat that is compatible with Microsoft Word or Adobe PDF formats.
Independent Contractor

Rev. .12.3.2018	5

MANAGER, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of DISTRICT by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will MANAGER be liable for any act or omission of any third party or for any circumstances beyond MANAGER's reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services.
In witness whereof, the parties hereto have executed this Agreement, in duplicate, as of the Effective Date above written.

Board of Supervisors:

Myrtle Creek Improvement District

Sign:	---	-	----
Print Name: Jeff Macre, Chairman

Fishkind & Associates, Inc.

Hank Fishkind, Ph.D., President

Rev. .12.3.2018	6

EXHIBIT A
SCOPE OF SERVICES

General Management Services
General Consultation, Meetings, and DISTRICT Representation
The Manager shall organize the DISTRICT meetings. This includes, but is not limited to, providing the agenda and Board packages, scheduling, notification, publication and related matters. The service to be provided shall also include, but not be limited to planning, scheduling, production and quality control, coordination, and administration of various professional service elements.
The manager shall prepare and submit to the DISTRICT's Board of Supervisors a proposed annual budget and administer the adopted budget of the DISTRICT.
As the DISTRICT's Manager, we will consult with the DISTRICT Board of Supervisors and its designated representatives, and when necessary, pmiicipate in such meetings, discussions, project site visits, workshops, and hearings as may pertain to the administration, accomplishment and fulfillment of the professional services with regard to the projects and general interest of the DISTRICT.
The Manager shall consult with and advise the DISTRICT on matters related to the operation and maintenance of the DISTRICT and assist the DISTRICT to ensure compliance with all statutes and applicable law affecting the DISTRICT. The Manager will maintain the DISTRICT' s website in compliance with applicable law and ensure an e-mail system is in place which provides a separate "CDD e-mail address" for all Board members with an archiving system which will allow the Manager to respond to public records requests and maintain e-mails in compliance with applicable records retention law.
Accounting Services
The Manager shall define and implement an integrated management reporting system which will allow the DISTRICT to represent fairly and with full disclosure the financial position of the DISTRICT. Monthly financial statements will be provided in addition to a year-end audited financial statement to be prepared by a certified public accounting film selected by the DISTRICT. These services will be coordinated with the DISTRICT's auditors to assure a smooth and efficient audit of the DISTRICT' s books.

Minutes and Records
The Manager shall define and implement a system of record management for the DISTRICT, including a concise and accurate record of the official actions of the Board of Supervisors and any appointed boards or committees, and shall oversee the maintenance and disclosure of DISTRICT' s records pursuant to Florida law.

Rev. . 12.3.2018	7

Annual Assessments, Lien Book Maintenance and Dissemination Agent
The Manager will maintain the tax roll for the DISTRICT and coordinate and report to the Tax Assessor and Tax Collector for the jurisdiction in which the DISTRICT exists.
The Manager will administer the DISTRICT's assessment methodology during platting and maintain the DISTRICT' s lien book and release of liens at closings.
The Manager will provide continuing disclosure filing coordination and assistance for DISTRICT debt issues on EMMA as required by the MSRB and other regulatory agencies.

Assessment Consulting Services
The Manager shall formulate the DISTRICT' s special assessment methodology or similar security for debt issuance in consultation with the DISTRICT's counsel, consulting engineer, bond counsel, and other consultants and professionals, including the preparation of an assessment methodology repo1i.

Rev. . 12.3.2018	8

EXHIBIT B COMPENSATION FOR SERVICES

Type of District	Management		
Inactive	$5,000		
Developer Control	$40 ,000		
Resident Control	$60 ,000		
Website	Set Up	Annual 	
Minimum 	$2, 000	$1 ,000	
Standard	$3,000	$1 ,250	
Deluxe	$5,000	$5,000	
Lien Book, Tax Roll, and	Amount		
Base Fee	$5,000		
Fee per debt issue	$7,500		
Assessment Methodology
P reparation and Assessment Consulting Services		Fee to be negotiated
per debt issuance	

The table below outlines the minimum management fees. The fees depend upon the type of district, the website selected, and the number of debt issues outstanding for the DISTRICT. Fees are reviewed and adjusted annually pursuant to the DISTRICT's budget process. Our fees include the provision of the services described in Exhibit A, as well as the reimbursable expenses set forth in Section III(l ).

Fee

Continuing Disclosu re Services

Rev. .12.3.2018	9

EXHIBIT C INSURANCE

MANAGER shall provide and maintain the following levels of insurance coverage at all times subsequent to the execution of this Agreement:
Worker's Compensation insurance to cover full liability under worker's compensation laws in effect in Florida.
General Liability insurance with limit of one million dollars ($1,000,000.00) per each occunence.
Professional Liability insurance with limit of one million dollars ($1,000,000.00) per each occunence. Claims-made policies shall have at least a three-year reporting period.
Employment Practices Liability insurance with limit of two million dollars ($2,000,000.00) per each occunence.
Commercial Crime insurance with limit of two million dollars ($2,000,000.00) per each occunence.
Comprehensive Automobile Liability insurance for all hired and non-owned vehicles used by the Consultant' s staff with a combined single limit of one million dollars ($1,000,000.00).

The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as additional insureds on the General Liability and Automobile insurance policies described above. The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as a joint loss payee on the Commercial Crime insurance. None of the policies above may be canceled during the term of this Agreement (or otherwise cause the DISTRICT to not be named as an additional insured or joint loss payee where applicable) without sixty (60) days written notice to the DISTRICT. MANAGER will furnish the DISTRICT with a Certificate of Insurance evidencing compliance with this section prior to Agreement commencement and upon request.

Rev. . 12.3.2018	10 

FINANCIAL ADVISORY AGREEMENT

This agreement ("Agreement"), made and entered into this 15th day of January, 2019, (the "Effective Date") by and between My1ile Creek Improvement District ("DISTRICT") and Fishkind & Associates, Inc. (hereinafter called "FA"), sets forth the te1ms and conditions under which FA shall provide services.
WHEREAS, the DISTRICT desires to obtain the services of a financial advisor to develop and assist in implementing the DISTRICT's strategies to meet its current and long-term operations, financial obligations, capital financing needs and render assistance in respect to debt transactions; and

WHEREAS, FA is capable of providing the necessary financial advisory services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, DISTRICT and FA agree as follows:
SCOPE OF SERVICES
FA shall provide, upon request of the DISTRICT, services related to financial planning, budget and strategic advice and planning, policy development and servicesrelated to debt issuance, as applicable and set forth in Exhibit A to this Agreement. DISTRICT acknowledges and agrees that most tasks requested by DISTRICT will not require all services provided for in Exhibit A and as such the specific scope of services for such task shall be limited to just those services required to complete the task. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by FA which are not specifically referenced in the scope of services set forth in Exhibit A of this Agreement shall be completed as agreed in writing in advance between the DISTRICT and FA.
WORK SCHEDULE
The services of FA are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRICT for such service.
REGISTERED MUNICIPAL ADVISOR ; REQUIRED DISCLOSURES
FA is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Bal -2. If DISTRICT has designated FA as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule 15Bal-l (d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any limitations provided herein. FA shall not be responsible for, or have any liability in connection with, verifying that FA is independent from any other party seeking to rely on the IRMAexemption (as such independent status is required pursuant to the IRMA exemption, as interpreted from time to time by the SEC). DISTRICT acknowledges and agrees that any reference to FA, its personnel and its role as IRMA, including in the written

representation of DISTRICT required under SEC Rule 15Bal-l (d)(3)(vi)(B) shall be subject to prior approval by FA. DISTRICT further agrees not to represent that FA is DISTRICT's IRMA with respect to any aspect ofa municipal securities issuance or municipal financial product, outside of the scope of services without FA' s prior written consent.

MSRB Rules require that municipal advisors make written disclosures to their DISTRICTs of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in FA's Disclosure Statement delivered to DISTRICT together with this Agreement.
FINANCIAL ADVISORY COMPENSATION
For the services provided under this Agreement, FA' s professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set forth in Exhibit A as provided below.

Reimbursable Expenses

In addition to fees for services, FA will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by FA subj ect to the limitations of Chapter 1 12.06 1, F.S. Upon request of DISTRICT, documentation of such expenses will be provided.

Other Services

Any services which are not included in the scope of services set forth in Exhibit A ofthis Agreement will be subject to separate, mutually acceptable fee structures.
TERMS AND TERMINATION
This Agreement shall be effective as of the Effective Date until January 15, 2020 (the "Initial Tenn") and shall automatically renew for additional one (1) year periods (each a "Renewal Term" and together with the Initial Tenn, the "Term"), unless terminated in writing by either party upon thirty (30) days written notice to the other party without cause, or immediately upon written notice for good cause. For purposes of this Agreement, the term "good cause" shall include misfeasance, malfeasance, nonfeasance or dereliction ofduties by FA which, in each case, FA fails to cure within 10 days of notice thereof. Upon such termination, FA will be paid for all services performed and costs and expenses incmred up to the tennination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party ; provided that upon notice to DISTRICT, (i) FA may assign this Agreement or any interests hereunder to a municipal advisor entity registered with the SEC that directly or indirectly controls, is controlled by, or is under common control with, FA, or
to any subsidiary or affiliate of FA or a successor of FA in connection with the sale of all or

Rev. 31.10.2018	-2- 

substantially all of FA's assets. Subject to the foregoing, this Agreement shall be binding on the paiiies hereto and their respective successors and assigns.
INFORMATION TO BE FURNISHED TO FA
All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for caiTying out any services to be performed under this Agreement ("Data") shall be furnished to FA and the DISTRICT shall, and shall cause its agent(s) to, cooperate with FA in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a municipal securities transaction or municipal financial product and/or relevant to the DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that FA provide advice with regard to any recommendation made by a third party, DISTRICT will provide to FA written direction to do so as well as any Data it has received from such third paiiy relating to its recommendation. DISTRICT acknowledges and agrees that while FA is relying on the Data in connection with its provision of the services under this Agreement, FA makes no representation with respect to and shall not be responsible for the accuracy or completeness of such Data.
NOTICES
All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The paiiies designate the following as the respective places for giving notice, to wit:
DISTRICT:
Myrtle Creek Improvement District 12051 Corporate Boulevard
Orlando, Florida 32801
Attention: District Manager With A Copy To:
Hopping Green & Sams, PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301
Attention: Tucker Mackie FA:
Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

Rev. 31.10.2018	3

TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by FA pursuant exclusively to this Agreement shall be the property of the DISTRICT. Subject to the exception described above, upon te1mination of this Agreement, at DISTRICT's reasonable request no later than three (3) years after the te1mination of this Agreement FA shall deliver to the DISTRICT copies of any materials or documents pertaining to or prepared in accordance with this Agreement.
FA'S REPRESENTATIVES
Assignment of Named Individuals
Professional employees of FA will provide the services set forth in this Agreement and FA may, from time to time, supplement or otherwise amend the team members. The individual listed below shall be the engagement manager for this Agreement.
Hank Fishkind, Ph.D.
Changes in StaffRequested by the DISTRICT
The DISTRICT has the right to request, for any reason, FA to replace any member of the advisory team. Should the DISTRICT make such a request, FA shall promptly suggest a substitute for approval by the DISTRICT.
INSURANCE
FA shall maintain insurance coverage with policy limits not less than as stated in Exhibit
C.
LIMITATION OF LIABILITY
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless
disregard of obligations or duties under this Agreement on the part of FA or any of its associated persons, neither FA nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the performance of its services hereunder; (ii) any error of judgment or mistake of law; (iii) any loss arising out of any issuance of municipal securities, any municipal financial product or any other financial product, or (iv) any financial or other damages resulting from DISTRICT' s election to act, or not to act, contrary to or upon any advice or recommendation provided by FA to DISTRICT.
INDEPENDENT C ONTRACTOR; NO THIRD-PARTY BENEFICIARY
FA, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of DISTRICT by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will

Rev. 31.10.2018	- 4 - 

FA be liable for any act or omission of any third paiiy or for any circumstances beyond FA's reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or intenuption of electrical, telecommunications or other utility services.
APPLICABLE LAW
This Agreement shall be construed, enforced, and administered according to the laws of the State of Florida. FA and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action.
ENTIRE AG REEMENT; SEVERABILITY
This Agreement represents the entire agreement between DISTRICT and FA and may not be amended or modified except in writing signed by both paiiies. For the sake of clarity, any separate agreement between DISTRICT and an affiliate of FA shall not in any way be deemed an amendment or modification of this Agreement. This Agreement supersedes all prior agreements, contracts, arrangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision.
EXECUTION; COUNTERPARTS
Each paiiy to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party. This Agreement may be signed in any number of counterpaiis, each of which shall be an original and all of which when taken together shall constitute one and the same document.

PUBLIC RECORDS DISCLOSURE.
FA understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, FA agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the FA 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 Agreement te1m and following the Agreement term if the FA does not transfer the records to the Public Records Custodian of the DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in FA' s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records

Rev. 31.10.2018	- 5 -

pursuant to Florida laws. When such public records are transferred by the FA, the FA 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.

[Signature Page Follows]

Rev. 31.10.2018	- 6 -

IN WITNESS THEREOF, the DISTRICT and FA have executed this Agreement as of the day and year herein above written.

MYRTLE CREEK IMPROVEMENT DISTRICT

By:		­ Name: Jeff Macre
Title: Chairman Date: January 15, 2019

FA

By:	­

Name: -----	--	-
Title: President

Date: --	-	------

Rev. 31. 10.2018	- 7 

EXHIBIT A SCOPE OF SERVICES

Services related to the Financial Planning and Policy Development upon request of the DISTRICT:
Assist with the formulation of the DISTRICT's special assessment methodology or similar security for debt issuance in consultation with the DISTRICT's counsel, consulting engineer, bond counsel, and other consultants and professionals; notwithstanding the foregoing, these services shall not include the preparation of an assessment methodology repmi.
Assist the DISTRICT in the formulation of Financial and Debt Policies and Administrative Procedures.

•

•

•

•

•

•

Rev. 31.10.2018

Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be designed to maximize ability to finance future capital needs. This will include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to provide the DISTRICT with savings.
Analyze future debt capacity to determine the DISTRICT' s ability to raise future debt capital.
Assist the DISTRICT in the development of the DISTRICT's Capital Improvement Program by identifying sources of capital funding.
Assist the DISTRICT with the development of the DISTRICT' s financial planning efforts and process by assessing capital needs, identifying potential revenue sources, analyze financing alternatives such as pay-as-you-go, lease/purchasing, short-term vs. long-term financings, assessments, user fees, impact fees, developer contributions, public/private projects, and grants and provide analysis of each alternative as required as to the budgetary and financial impact.
Review the rep01is of accountants, independent engineers and other project feasibility consultants to ensure that such studies adequately address technical, economic, and financial risk factors affecting the marketability of any proposed revenue debt issues; provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparations, review and completion of such independent studies; and provide written comments and recommendations regarding assumptions, analytic methods, and conclusions contained therein.
Develop, manage and maintain computer models for long-term capital planning which provide for inputs regarding levels of non-ad valorem special assessment and other revenues growth rates by revenue and expenditure item, timing, magnitude and cost of debt issuance, and project operating and capital balances, selected

8

operating and debt ratios and other financial performance measures as may be determined by the DISTRICT.
Conduct strategic modeling and planning and related consulting.
Attend meetings with DISTRICT's staff, consultants and other professionals and the DISTRICT.
Undertake financial planning and policy development assignments made by the DISTRICT regarding financings, and financial policy including budget, tax, cash management issues and related fiscal policy and programs.
Assist the DISTRICT in preparing financial presentations for public hearings and/ or referendums.
Provide special financial services as requested by the DISTRICT.
Services Related to Debt Transactions (Includes short te1m financings, notes, loans, letters of credit, line of credit and bonds); provided that if the transaction is competitive, the services of the financial advisor will reflect that process. Upon the request of the DISTRICT:

•

•

•

•
•

•
•

0

•

Rev. 31.10.2018

Analyze financial and economic factors to determine if the issuance of bonds is appropriate.
Develop a financing plan in concert with DISTRICT's staff which would include recommendations as to the timing and number of series of bonds to be issued.
Assist the DISTRICT by recommending the best method of sale, either as a negotiated sale, private placement or a public sale. In a public sale, make recommendation as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection.
Advise as to the various financing alternatives available to the DISTRICT.
Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flow requirements.
Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
If appropriate, develop credit rating presentation and coordinate with the DISTRICT the overall presentation to rating agencies.
Review underwriter's proposals and submit a written analysis of same to the DISTRICT.
Assist the DISTRICT in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc.

-9 

Identify key bond covenant features and advise as to the financial consequences of provisions to be included in bond indentures, resolutions or other governing documents regarding security, creation ofreserve funds, flow of funds, redemption provisions, additional parity debt tests, etc. ; review and comment on successive drafts of bond governing documents.

Review the requirements and submit analysis to bond insurers, rating agencies and other professionals as they pertain to the DISTRICT's obligation.

Review the terms, conditions and structure of any proposed debt offering undertaken by the DISTRICT and provide suggestions, modifications and enhancements where appropriate and necessary to reflect the constraints or current financial policy and fiscal capability.
Coordinate with DISTRICT' s staff and other advisors as respects the furnishing of data for offering documents, it being specifically understood that FA is not responsible for the inclusion or omission of any material in published offering documents.
As applicable, advise the DISTRICT on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations.
Assist and advise the DISTRICT in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions.
Anange for the closing of the transaction including, but not limited, to bond printing, signing and final delivery of the bonds.
Assist and advise the DISTRICT with investment of proceeds of debt offerings
Special Services. Upon request ofthe DISTRICT:
FA may provide other services which shall include, but not be limited to, the following:
Impact fee financial analysis
Rate analysis
Management analysis
Referendum assistance
Legislative initiatives
Project assessment analysis
Implementation of revenue enhancement programs
Investment advisory services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate))

Rev. 31.10.2018

- 10 -

Rev. 31.10.2018

Arbitrage and rebate services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate)

Financial analysis of projects being developed by engineer/architect studies
1 1. Negotiate on behalf of the DISTRICT for proposed projects

- 11 -

Description

EXHIBIT B COMPENSATION FOR SERVICES (Negotiable)

Unit Price

TRANSACTIONAL FEE SCHEDULE

A. Conventional Long-Term Fixed Rate Debt	Investment Grade	Grade	
Up to $25 Million	$1.00/ $1,000	$1.00/ $1,000	
$25 Million up to $50 Million	$0.85/ $1,000	$1.00/ $ 1,000	
Over $50 Million up to $75 Million	$0.75/ $1,000	$0.85/ $ 1,000	
Over $75 Million	$0.50/ $1,000	$0.75/ $1,000	
Above Fees Subject To: Minimum	$20,000.00	$25;000.00	
Maximum	$125,000.00	$200,000.00	

Non-investment

Additional Fee	Refunding Transaction	$ NIA (excluding escrow structuring if
requested)
Notes, Including but not Limited to TANS and RANS $15,000.001
1Fee for investment grade, publicly offered issues; fee for private placement or non-investment grade public offering will be negotiated prior to the sale.
NON-TRANSACTIONAL FEE SCHEDULE
Professional Fees

Managing Director
Senior Managing Consultant (other senior staff) Senior Analyst (Analyst)
Administrative Staff
Out of Pocket Expenses
Not to Exceed

$300.00/ Hour
$250.00/ Hour
$150.00/ Hour

$0.00	I Hour

$2,000.00 per Issue*

Travel Lodging Meals Postage Telephone Copies Printing

Rev. 31. 10.2018

At Cost At Cost At Cost At Cost At Cost
0.10 Black & White; 0.50 for Color
0.10 Black & White; 0.50 for Color

12

*FA also offers a flat "overhead" fee of $1,500 per financing to cover all typical expenses (copies, printing, in state travel, etc.). Both structures exclude New York and other out of state travel, which is billed at cost.
Other Services
 	
In addition to advising on bond transactions, FA is often called upon to perform many additional duties. These may include structuring and implementation of the refunding escrow, debt service reserve and debt service payment fund investment structuring, arbitrage rebate compliance, investment agreement and float contract bidding, investment liquidation, interest rate swap pricing and implementation, and other related services. These services would be provided via separate contract with the appropriate FA related entity such as FA Asset Management, LLC. If needed or required under this proposal, these services are subject to a separate fee to be negotiated in advance at the time of the service. FA fully discloses all fees related to any transaction.

Rev. 31.10.2018	- 13

EXHIBIT C INSURANCE

Fishkind & Associates, Inc. ("FA") has a complete insurance program, including property, casualty, comprehensive general liability, automobile liability and workers compensation. FA maintains professional liability and fidelity bond coverages which total $30 million and $10 million, respectively. FA also carries a $10 million cyber liability policy.

Our Professional Liability policy is a "claims made" policy and our General Liability policy claims would be made by occurrence.
Deductibles/SIR:
Automobile $250 comprehensive & $500 collision Cyber Liability $50,000
General Liability $0
Professional Liability (E&O) $1,000,000 Financial Institution Bond $75,000
Insurance Company & AM Best Rating
Professional Liability (E&O)	Endurance American Specialty Insurance; (A+; XV)
XL Specialty Insurance Company; (A; XV) Continental Casualty Company; (A; XV)
Starr Indemnity & Liability Company; (A; XIV)

Financial Institution Bond Cyber Liability
General Liability Automobile Liability Excess /Umbrella Liability Workers Compensation
& Employers Liability

Rev. 31. 10.2018

Federal Insurance Company; (A++; XV) Indian Harbor Insurance Company (A; XV)
Great Northem Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV)
Great Northem Insurance Company; (A++; XV)

- 14 -

MYRTLE CREEK IMPROVEMENT DISTRICT

Operation and Maintenance Expenditures Paid in December 2018 in an amount totaling $105,562.58

MYRTLE CREEK IMPROVEMENT DISTRICT
DISTRICT OFFICE • 12051 CORPORATE BLVD • ORLANDO, FL 32817 PHONE: (407) 382-3256 • FAX: (407) 382-3254

Operation and Maintenance Expenditures For Board Approval
Attached please find the check register listing Operations and Maintenance expenditures paid from December 1, 2018 through December 3 1, 2018 . This does not include expenditures previously approved by the Board.

The total items being presented:	$105,562.58

Approval of Expenditures:

Chairman Vice Chairman
 	Assistant Secretary

1/11/19 
9:42:46 AM 

Myrtle C reek Improvement District

AP Check Register (Current by Bank)

Page: 1

Check No.	

Date	

Status	

Vendor ID 	Check Dates: 1 2/1/201 8 to 1 2/3 1 /2018 

Payee Name	Amount	
BANK ID: SUN - CITY N ATIONAL BANK	001-101 -0000-00-01	
341 7	12/1 7/18 	p	ALLEN	Allen E Smith Ranch & Farming	$3,01 5.00	
3418 	1 2/17/18 	p	BVLS	BrightView Landscape Services	$40, 074.37	
341 9	1 2/1 7/18	p	DTUBBS	Donald Maurice Tubbs	$200.00	
3420	12/1 7/18 	p	DONMC	Donald W. McIntosh Associates	$458.50	
3421	1 2/1 7/18 	p	FISH	Fishkind & Associates, Inc.	$3,439.89	
3422	1 2/1 7/18	p	HGS	Hopping Green & Sams	$1 ,986.58	
3423	12/17/18 	p	KSHENA	Kamalakar Shenai	$200.00	
3424	12/1 7/1 8	p	KSCHOL	Kyle Scholl	$200.00	
3425	1 2/17/1 8	p	LDASIL	Lionel R. Dasilva	$200.00	
3426	12/1 7/1 8	p	MLM	Michael's Lighting Main!.	$162.50	

3434

3437

3427	1 2/1 7/1 8	p	USB	U.S. Bank	$8,072.63	
3428	12/1 7/18 	p	TRUSTE	US Bank as Trustee for Myrtle	DS	$193,437.06-------"	
3429	1 2/17/1 8	p	TRUSTE	US Bank as Trustee for Myrtle	--$98;22-8:93-­	
3430	1 2/1 7/18 	p	VENTUR	Ventures In.com	$105.00	
3431	12/1 9/18	p	ALLEN	Allen E Smith Ranch & Farming	$1 ,71 0.00	
3432	1 2/1 9/1 8	p	BVLS	BrightView Landscape Services	$18,370.00	
3433	12/1 9/1 8	p	DONMC	Donald W. McIntosh Associates	$3,692.50	
	12/1 9/18 	p	HGS	Hopping Green & Sams	$2,565.10 	
3435	12/1 9/18 	p	ORLSEN	Orlando Sentinel	$429.43	
3436	1 2/1 9/1 8	p	SEF	Special Event Floral	$1 ,246.00	

1 2/1 9/18 p
3438	1 2/26/1 8 p

TRUSTE TRUSTE

US Bank as Trustee for Myrtle US Bank as Trustee for Myrtle

b5 

BANK SUN REGISTER TOTAL:

$323,009,58-­
----$34&,90-7-:94-
$1 ,033,711. 01

$1,033,711. 01 

GRAND TOTAL :

◊

('

1 l'033 J T 1 °07

DS
6c.. { (>	396°21	+
J_	6152': 0 14	+
ou c...	1'!-9 791 °32	+
(sc.,ID	/ 9 052° 1	+
.J_	7,27<'J. o 31	+
(ig:::,562°58  G+ 

* Check Status Types: "P" • Printed ; "M" - Manual ; "V" - Void ( Void Date ); "A" · Application; "E" - EFT
•• Denotes broken check sequence.

Amanda Lane

From: Sent: To: Subject:

Larry Kaufmann <lkaufmann@tavistock.com> Sunday, November 11 , 201 8 12:1 9 PM
Amanda Lane; Damon Ventura; AccountsPayable RE: M_yrtle Creek -  FR #8

MCID Funding Request #8 is approved for processing.

KDS
Kaufmann Development Services, LLC Larry Ka ufmann, PE
(407) 448-6592
LKaufmann@tavistock.com

From: Amanda Lane <amandal@fishkind.com>
Sent: Friday, November 9, 2018 3:37 PM
To: Damon Ventura <dventura@tavistock.com>; AccountsPayable <accountspayable@tavistock.com>
Cc: Larry Kaufmann <lkaufmann@tavistock.com> 
Subject: Myrtle Creek - FR #8

EXTERNAL E-MAIL
Please see attached for Myrtle Creek FR #8 for 13,473 .00. Amanda Lane
Assistant Chief District Accountant Fishkind & Associates, Inc.
1205 1 Corporate Blvd., Orlando, FL 328 17 
Tel: (407) 382-3256 // Fax: (407) 382-3254
Email: AmandaL@fishkind.com
Follow Fishkind on Linkedln.

1

MYRTLE CREEK IMPROVEMENT DISTRICT

Funding Request #008
11 /9/201 8
Item	Payee
No.
1	BrightView Landscape Services
Wellspring Drive November Landscaping Maintenance Wellspring Drive Median Improvement

Secretary/Assistant Secretary

Myrtle Creek Improvement District c/o Fishkind & Associates
12051 Corporate Boulevard
Orlando, FL 32817 

Invoice Number

601 11 98
6032485

TOTAL

Chairperson

General Fund

$  3,1 63.00
$ 1 0 ,31 0.00

$ 1 3,473.00

MYRTLE CREEK IMPROVEMENT DISTRICT

Payment Authorlz�tion #37;, (reyised) 11 /9/?018 
lfom	Payee
No,
PAflnleenTEreSem. Rietmh oRvaanl ch � Fa..rmirlg

l nvo,ice Number

35$3

Gener?I Fund

$ 3,015,0Q

Fi�C1;ll Year

FY·201.!.l

B6ggy C_reek Im.  provement Distrdict

JCM201°8-1 2(2J

-$	'396:21

)

Septemb.er iCM Exp�ns.e,s.
09tober IGfy'I Expenses	f	C>r!lI 2 / 1 � /,g
. aNorv.igehmtVbieerWLaLnadnsdcsacpaepMe a.Sinetr�vnic�ensce lrrlg�tioil Repair's
Zone #2 Repairs Contr�ll�r #2 Repairs
Controller.#1 Repairs

iCM201 9�01

6023481
'6025604
:60,2561'5
6025617
6025631

$ 6,921 .14 

$. 15,207.M

i

$	1 58·..50
4@·,oo
:j,	54.00
$	Sf,)2.77

Fali flower lnst;:illajlon Area #25 .Shilling Rem0val
Hopping Green &-Sams Gener�rtegal Through 09/30(20·1 $.
l\llie:ha�rs Ugbting & E!ecfric Night Lighting Check 1 0/31/201 8

q

US B�h� Trus:t�e Fees

Secretcjty/Assistaiit ��cretary

6032492
60�2.503
1 03568

710�

5159969

TQTA.L

Ghairpersoh

$$   2�;.2358�0..'b.10p
$ 1,986.58

$

$. �,072;£33

PY-·2018 

5,397: 9

7
38,p75:39

Amanda Lane
From: Sent: To: Subject:

Larry Kaufmann < lkaufmann @tavistock.com > Saturday, November 1 7, 2018 8:43 AM
Amanda Lane; Damon Ventura; AccountsPayable RE: Myrtle Creek - FR #9

MCID Funding Request #9 is approved for processing.

KDS
Kaufmann Development Services, LLC Larry Kaufmann, PE 
(407) 448-6592
LKaufmann@tavistock.com

From: Ama nda Lane <amandal@fishkind.com>
Sent: Friday, November 16, 2018 4:29 PM
To: Damon Ventura <dventura@tavistock.com>; AccountsPayable <accountspayable@tavistock.com> Cc: La rry Ka ufmann <lkaufmann@tavistock.com>
Subject: Myrtle Creek - FR #9

EXTERNAL E-MAIL
Please see attached for Myrtle Creek FR #9 for $429.43 . Amanda Lane
Assistant Chief District Accountant Fishkind & Associates, Inc.
1205 1 Corporate Blvd., Orlando, FL 32817 
Tel: (407) 3 82-3256 // Fax: (407) 382-3254
Email: AmandaL@fishkind.com
Follow Fishkind on Linkedln.

1

MYRTLE CREEK IMPROVEMENT DISTRICT

Funding Requ est #009
11 /1 6/201 8
Item No.
1	Orlando Sentinel

Payee

Invoice Number

General Fund

Performance Drive Phase 3 Legal Advertising

Secretary/Assistant Secretary

Myrtle Creek Improvement District c/o Fishkind & Associates
12051 Corporate Boulevard
Orlando, FL 32817 

OSC21 56041

TOTAL

Chairperson

$	429.43

$	429.43

MYRTLE CREEK IMPROVEMENT DISTRICT

Payment Authorization #375
1 1/39/2018
Item
No.

Rayee

Invoice Nwmb!;lr

·General Fund

-Fisc.al Year

.

Donald W Mctntosb AssoGi.<!.t!;}� Engineering Services· Thrpugh 11/Q-21201 8
Fishkind &,Associates
DM F(;le & Reiml:lLJfsables;_ Novemoef 2018
Supervisor Fees - 11/29/2018 Meeting Karn Shenai
. DcYn91d Tubbs Kyle $ch.oil Sob daSiM:!

Secretary/Asslstatit Secretary

35882

23735

TOTAL

Chair-person

$	4ss.so	rr�wu

$	200,00
$	200.00
$	2oo;ou
$	20Q.OO

-- 4,698;.(39

RECEIVED DEC O \ 20'!8

. . . -···----·-- - --	-------

Amanda Lane

From: Sent: To: Subject:

Larry Kaufmann <lkaufmann@tavistock.com> Tuesday, December 4, 201 8 7:41 AM
Amanda Lane; Damon Ventura; AccountsPayable RE: Myrtle Creek - FR #1 0

FR # 10 is approved fo r processing.

KDS
Kaufmann Development Services, LLC Larry Kaufmann, PE 
(407) 448-6592
LKaufm a_nn @tavistock.com

From: Amanda Lane <amandal@fishkind.com>
Sent: Monday, December 3, 2018 2:11 PM
To: Damon Ventura <dventura@tavistock.com>; AccountsPayable <accountspayable@tavistock.com> Cc: Larry Kaufmann <lkaufmann@tavistock.com>
Subject: Myrtle Creek - FR #10

EXTERNAL E-MAIL
Please see attached for Myrtle Creek FR #10 for $3,692.50. Amanda Lane
Assistant Chief District Accountant Fishkind & Associates, Inc.
1 205 1 Corporate Blvd., Orlando, FL 328 17 
Tel: (407) 382-3256 // Fax: (407) 3 82-3254
Email: AmandaL@fishkind.com Follow Fishkind on Linkedln.

1

MYRTLE CREEK IMPROVEMENT DISTRICT

Funding Request #01 0
11 /30/2018

Item	
Payee	
Invoice	
General	
No.		Number	Fund	

1	
Donald W McIntosh Associates
Wellspring Drive & Performance Drive Consultation/Assistance Through 11 /02/2018 	
35884	
$	623.75	
	Performance Drive Phase 3 Engineering Services Through 11 /02/2018 	35952	$ 3,068.75	
		TOTAL	
$ 3, 692.50	

Secretary/Assistant Secretary	Chairperson

Myrtle Creek Improvement District c/o Fishkind & Associates
12051 Corporate Boulevard
Orlando, FL 32817

MYRTLE CRt;EK· IMPROVEMENT PI.STR,IC.T

Payment Authorizattoh #376_
:1 mizot&_-

PayeE}-

snshtView Lands:cape .S�ryi¢_es Poi,ri�l:ltili;i l!1$tqJf�ti.o.n
Miqr�·er� L_ig]1\!li� � r:Jectrio	""
N'ig_t-it LlgNing Oh.e.oJqm H1so12:ofs-

Acot-4782400001 ; service ·,1 11.017201 a ., 121031201a.
4	--venture�ln:com
O�c�mP-er A.Pi:iM$ti6ji Ho$tiiig

secretatyiAssrsfant Seorefaiy"

lnvoic·e. Nurn�_�r-

4. 41, 9· 4..

• O.  .T.  AL

¢.bairp�tsori

General
Furict

i �,ep1 ,99

$.	a1 .29

$.  4,--1•   9•        1 1'-3.     2

f	105.09.
i$ a,978.57

RECEIVED DEC 1 O 20m

� -., ..... ..  ... ...� ------

Amanda Lane
From: Sent: To:

Larry Kaufmann <lkaufmann@tavistock.com> Monday, December 1 0, 20_1 8  11 :08 AM Damon Ventura

Cc:	Amanda Lane

Subject: Attachments:

FW: Myrtle Creek - FR #1 1 MCID FR #01 1 .pdf

Funding request FR#011 is approved for processing.

KDS
Kaufmann Development Services, LLC
Larry Kaufmann, PE (407) 448-6592
LKaufmann @tavistock.com 

From: Amanda La ne <amandal@fishkind.com>
Sent: Friday, December 7, 2018 4:29 PM
To: Damon Ventura <dventura@tavistock.com>; AccountsPayable <accountspayable@tavistock.com> Cc: Larry Ka ufmann <lkaufmann@tavistock.com>
Subject: Myrtle Creek - FR #11

EXTERNAL E-MAIL
Please see attached for Myrtle Creek FR #1 1 for $3 ,1 63.00. Amanda Lane
Assistant Chief District Accountant Fishkind & Associates, Inc.
1205 1 Corporate Blvd., Orlando, FL 32817 
Tel: (407) 3 82-3256 // Fax: (407) 3 82-3254
Email: AmandaL@fishkind.com
Follow Fishkind on Linkedln.

1

MYRTLE CREEK IMPROVEMENT DISTRICT

Funding Request #011 
12/7/201 8
Item	Payee
No.
1	BrightView Landscape Services
Wellspring Drive December Landscaping Maintenance

Myrtle Creek Im provement District c/o Fishkind & Associates
12051 Corporate Boulevard
Orlando, FL 3281 7

Invoice Number

6057065

TOTAL

General Fund

$  3,1 63.00

$   3,1 63.00

MYRTLE CREEK IMPROVEMENT DISTRICT

Payment Authorization #�77 12/1 4/2018 
Item
No.

Payee

Invoic·e Number

Generi:;iI Fund

Allen E .Smith Ran�h & farming
Tree R.ernovals
Boggy Creek Improvement District
September (3) !CM Expen$�	\  1 d	C,VI I,'Ill L

3739

. ,
·1cM201a-·12c3)

$  1,71 0.00

$  1 ,052. 10 

November ICM Expenses	.? l
BrightVieW Umdscap� �ervices Oec,einber L.andscap_e Maintenance
Hopping Green & Sams
�eneral Coun�el Thrq_ugh 1 0/31 /2018 
Specia_l Event Floral
Holiday Decorations

_$ecretary/As$i$tant S�cretary

I 2 // � / If

ICM201 9�02

6067680

1 042.26

1 8-441

TOTAL

Chairpen,on

$ 7,274.31

.$ 1 5,207. 00

$ 2,56_5, 10 

$  1 ,246.00

 		---. .. .....  .  ... . , _ 

-- - ------ -  · --·

MYRTLE CREEK IMPROVEMENT DISTRICT

Recommendation of
Work Authorizations/Proposed Services
(if applicable)

MYRTLE CREEK IMPROVEMENT DISTRICT

District's Financial Position and Budget to Actual YTD

Expenses

other Revenues (Ex12enses) & Gains (Losses)

Revenues

Myrtle Creek Improvement District
Statement of Activities As of 1 2/31 /2018 

General Fund	Debt Service	Capital	General Long-	Total	
		Projects Fund	Term Debt		

39.93
44.54

39,93

On-Roll Assessments	$296,422.04								$296,422.04	
Developer Contributions	19,799.00								1 9,799.00	
Other Income & Other Financing Sources	1.32								1.32	
Inter-Fund Transfers In	(32,662.68)								(32,662.68)	
On-Roll Assessments			$978,347.39						978,347.39	
Developer Contributions					$6,731.93				6,731 .93	
Inter-Fund Transfers In					32,662.68				32,662.68	
Total Revenues	$283,559.68		$978,347.39		$39,394.61		$0.00		$1 ,301 ,300.36	

Supervisor Fees	$2,400.00								$2,400.00	
Public Officials' Liability Insurance	3,250.00								3,250.00	
Trustee Services	8,072.63								8,072.63	
Management	9,999.99								9,999.99	
Engineering	1,430.00						
		1,430.00	
Property Appraiser	1,432.00								1,432.00	
District Counsel	2,565.10								2,565. 10 	
Assessment Administration	7,500.00								7,500.00	
Travel and Per Diem	41 .60								41 .60	
Telephone										
Postage & Shipping	44.54									
Copies	196.50								196.50	
Legal Advertising	256.92								256.92	
Property Taxes	123.22								123.22	
Web Site Maintenance	315.00								31 5.00	
Holiday Decorations	1,246.00								1,246.00	
Dues, Licenses, and Fees	175.00								175.00	
Electric	158.29								158.29	
Entry Lighting	31 .76								31 .76	
Water Reclaimed	7,222.43								7,222.43	
Aquatic Contract	650.00								650.00	
General Liability Insurance	3,723.00								3,723.00	
Irrigation	1,616.52								1,61 6.52	
Landscaping Maintenance & Material	55,11 0.00								55,11 0.00	
Flower & Plant Replacement	22,260. 10 								22,260. 10 	
IME - Aquatics Maintenance	789.08								789.08	
!ME - Irrigation	9.45								9.45	
IME - Landscaping	19,305.42								19,305.42	
!ME - Lighting	491 .29								491 .29	
!ME - Miscellaneous	1, 1 07.54								1,107.54	
!ME - Water Reclaimed	207.78								207.78	
Streetlights	2,229.52								2,229.52	
Interest Payments			$31 7,800.00						31 7,800.00	
Engineering					$1 3,796.50				13,796.50	
Legal Advertising					590.49				590.49	
										
Total Expenses	$154,000.61		$31 7,800.00		$1 4,386.99		$0.00		$486, 1 87.60	

Interest Income	$574.48								$574.48	
Interest Income			$1 ,744.49						1,744.49	
Interest Income					$283.26				283.26	
Total Other Revenues (Expenses) & Gains (Losses)	$574.48		$1 ,744.49		$283.26		$0,00		$2,602.23	
Change In Net Assets	$130,1 33.55		$662,291.88		$25,290.88		$0.00		$817,716.31	
Net Assets At Beginning Of Year	$41 8,203.78		$1,1 66,705.94		
$351 ,473.83		
$0.00		
$1 ,936,383.55	

Net Assets At End Of Year	
    $548,337.33 		
    $1,828,997.82		
 	$376,764.71 		
 	$0.00 		
    $2,754,099.86	

Myrtle Creek Improvement District
Statement of Financial Position As of 1 2/31 /2018 

Current Assets

General Fund	Debt Service

Assets

Capital Projects Fund

General Long­ Term Debt

Total

General Checking Account	$208,484.96								$208,484.96	
Money Market Account	176,680.98								176,680.98	
State Board of Administration	3,863.04								3,863.04	
Pond Reserve	10,437.50								10,437.50	
Road Reserve	10,437.50								10,437.50	
Capital Reserve	102,604.88								102,604.88	
Accounts Receivable- Due from Developer	7,181 .27								7,181 .27	
Due From other Funds	85.42								85.42	
Deposits	4,300.00								4,300.00	
Infrastructure Capital Reserve	30,595.60								30,595.60	
Interchange Maintenance Reserve	7,102.13 								7,102.13 	
Due From Other Funds			$947,583.51						947,583.51	
Debt Service Reserve			338,740.47						338,740.47	
Revenue			542,548.68						542,548.68	
Prepayment			125.16 						125.16	
Acquisition/Construction					$394,969.24				394,969.24	
Total Current Assets	$561 ,773.28		$1 ,828,997.82		$394,969.24		$0.00		$2,785,740.34	

Investments
Amount Available in Debt Service Funds							$881,41 4.31		$881 ,414.31	
Amount To Be Provided							17,848,585.69		17,848,585.69	
Total Investments	$0.00		$0.00		$0.00		$1 8,730,000.00		$1 8,730,000.00	

    

Total Assets

Current Liabilities
Accounts Payable
Due To Other Governmental Units Accounts Payable
Due To other Funds Deferred Revenue
Total Current Liabilities

Long Term Liabilities

$561 ,773.28	$1 ,828,997.82

$394,969.24

$18,730,000.00

$2 1,51 5,740.34

Liabilities and Net Assets

$5,320.84 8, 11 5.1 1

$1 3,435.95

$0.00

$10, 937.84
85.42
7,181.27
$1 8,204.53

$0.00

$5,320.84 8, 115.11 
10, 937.84
85.42
7,181 .27
$31 ,640.48

Revenue Bonds Payable - Long-Term														$1 8,730,000.00				$1 8,730,000.00		
Total Long Term Liabilities		$0.00				$0.00				$0.00				$1 8,730,000.00				$1 8 ,730,000.00		
Total Liabilities		$1 3,435.95				$0.00				$1 8,204.53				$18,730,000.00				$1 8,761 ,640.48		

Net Assets
Net Assets, Unrestrtcted		

$1,314,672.67																

$1 ,314,672.67		
Current Year Net Assets, Unrestricted		(32,662.68)																(32,662.68)		
Net Assets - General Government		(896,468.89}																(896,468.89}		
Current Year Net Assets - General Government		162,796.23																1 62,796.23		
Net Assets, Unrestricted						$1,1 66,705.94												1 , 166,705.94		
Current Year Net Assets, Unrestricted						662,291 .88												662,291 .88		
Net Assets, Unrestrtcted										($417,951.06)								(4 1 7,951 .06)		
Net Assets, Unrestricted										769,424.89								769,424.89		
Current Year Net Assets, Unrestricted										25,290.88								25,290.88		
Total Net Assets		$548,337.33				$1,828,997.82				$376,764.71				$0.00				$2,754,099.86		
																				
Total Liabilities and Net Assets		$561 ,773.28				$1 ,828,997.82				$394,969.24				$1 8,730,000.00				$21,51 5,740.34		

Reve nues

General & Administrative Ex12enses

Myrtle CreBeukdgImetptrooAvecmtuaelnt District
For the Month Ending 1 2/3 1/2018 

FY 2019 
YTD Actual	YTD Budget	YTD Variance	Adopted

Budget

On-Roll Assessments	$	296,422.04		$	123, 1 79.04		$	173,243.00		$ 492,716.16 	
Developer Contributions	1 9,799.00				19,799.00			
other Income & Other Financing Sources	1.32				1.32			
Money Market Reserve			65,089.36		(65,089.36)		260,357.44	
Net Revenues	$	316,222.36		$	188,268.40		$	127,953.96		$ 753,073.60	

Legislative
Supervisor Fees	$	2,400.00	$	3,000.00	$	(600.00)	$	12,000.00

993.75

Financial & Administrative
Public Officials' Liability Insurance	3,250.00	893.75	2,356.25	3,575.00	
Trustee Services	8,072.63	500.00	7,572.63	2,000.00	
Management	9,999.99	1 0,000.00	(0.01 )	40,000.00	
Engineering	1,430.00	1,250.00	1 80.00	5,000.00	
Dissemination Agent		1,250.00	(1 ,250.00)	5,000.00	
Property Appraiser	1 ,432.00	750.00	682.00	3,000.00	
District Counsel	2,565.10 	5,000.00	(2,434.90)	20,000.00	
Assessment Administration	7,500.00	1,875.00	5,625.00	7,500.00	
Audit			(993.75)	3,975.00	
Arbitrage Calculation		225.00	(225.00)	900.00	
Travel a'nd Per Diem	41 .60	125.00	(83.40)	500.00	
Telephone	39.93	125.00	(85.07)	500.00	
Postage & Shipping	44.54	125.00	(80.46)	500.00	
Copies	1 96.50	500.00	(303.50)	2,000.00	
Legal Advertising	256.92	1,250.00	(993.08)	5,000.00	
Bank Fees		12.50	(1 2.50)	50.00	
Miscellaneous		1,249.99	(1,249.99)	5, 000.00	
Property Taxes	123.22		18.75		1 04.47		75.00	
Web Site Maintenance	31 5.00		312.50		2.50		1,250.00	
Holiday Decorations	1 ,246.00				1,246.00			
Dues,  Licenses, and Fees	1 75.00		43.75		131.25		1 75.00	
Total General & Administrative Expenses	$	39,088.43		$	29,499.99		$	9,588.44		$ 118,000.00	

Page 1  of 2

Myrtle CreBeukdgImetptrooAvectmuaelnt District
For the Month Ending 1 2/3 1 /20 18 

FY 201 9
YTD Actual	YTD Budget	YTD Variance	Adopted
Budget

Field Operations Electric Utility Services
Electric	$	158.29	$	250.00	$	(91 .71 )	$	1, 000.00
Entry Lighting	31 .76	1 25.00	(93.24)	500.00

Water-Sewer Combination Services
Water Reclaimed	7,222.43	2,500.00	4,722.43	10,000.00	
Stormwater Control
Aquatic Contract	
650.00	
1, 290.00	
(640.00)	5,160.00	
Lake/Pond Repair Reserve		1 ,250.00	(1 ,250.00)	5,000.00	
Other Physical Environment
General Liability Insurance	
3,723.00	
1 ,250.00	
2,473.00	
5,000.00	
Property & Casu alty Insurance		375.00	(375.00)	1, 500.00	
Auto Insurance		1 87.50	(1 87.50)	750.00	
Irrigation	1,61 6.52	7,500.00	(5,883.48)	30,000.00	
Landscaping Maintenance & Material	55,11 0.00	45,621 .00	9,489.00	1 82,484.00	
Tree Trimming		10,000.00	(1 0,000.00)	40,000.00	
Flower & Plant Replacement	22,260. 10 	27,500.00	(5,239.90)	11 0,000.00	
Contingency		5,856.58	(5,856.58)	23,426.31	
Hurricane Cleanup		3,750.00	(3,750.00)	1 5,000.00	
Interchange Maintenance Expenses					
!ME- Aquatics Maintenance	789.08	834.75	(45.67)	3,339.00	
IME - Irrigation	9.45	7,875.00	(7,865.55)	31 ,500.00	
IME - Landscaping	19,305.42	19,305.41	0.01	77,221.62	
IME - Lighting	491 .29	5,000.00	(4,508.71 )	20,000.00	
IME - Miscellaneous	1, 107.54		1, 1 07.54		
IME - Water Reclaimed	207.78	787.50	(579.72)	3,1 50.00	
New Operational Field Expenses					
Trail Benches				
Crosswalk Improvements	4,1 29.00	(4,129.00)	16,51 6.00	
Road & Street Facilities					
Entry and Wall Maintenance		2, 500.00	(2,500.00)	10,000.00	
Streetlights	2,229.52	3,000.00	(770.48)	12,000.00	
Parks & Recreation					
Personnel Leasing Agreement	5,000.00	(5,000.00)	20,000.00	
Reserves					
Infrastructure Capital Reserve			2,541 .67		(2,541 .67)		10,1 66.67	
Interchange Maintenance Reserve			590.00		(590.00)		2,360.00	
Total Field Operations Expenses	$	11 4,912.1 8		$	1 59,01 8.41		$	(44,1 06.23)		$ 636,073.60	
Total Expenses	$	1 54,000.61	$	188,51 8.40	$	(34,517.79}	$ 754,073.60	
Income (Loss) from Operations	$	1 62,221.75	$	(250.00)	$	162,471.75	$	(1 ,000.00)	
Other Income {Expense)								
Interest Income	$	574.48		$	250.00		$	324.48		$	1, 000.00	
Total Other Income (Expense)	$	574.48		$	250.00		$	324.48		$	1,000.00	
Net Income (Loss)	$	162,796.23		$		$	1 62,796.23		$	

Page 2 of 2

Myrtle Creek Improvement District
Budget to Actual
For the Month Ending 1 2/31 /2018 

Oct-1 8	Nov-18	Dec-1 8	YTD Actual

General & Administrative Ex1:1enses
Legislative
Supervisor Fees
Financial & Administrative

Field Operations

$

800.00

3,723.00

329.25
1 8, 370.00

Revenues
On-Roll Assessments	$	$	8,022.68	$ 288,399.36	$ 296,422.04	
Developer Contributions	3, 1 63.00		16,636.00	19,799.00	
Other Income & Other Financing Sources			1. 32	1.32	
Money Market Reserve					
Net Revenues	$	3,163.00	
$	8,022.68	
$ 305,036.68	$ 31 6,222.36	

$	800.00	$	800.00	$	2,400.00

Public Officials' Liability Insurance	3,250.00			3,250.00	
Trustee Services		8,072.63		8,072.63	
Management	3,333.33	3,333.33	3,333.33	9,999.99	
Engineering Dissemination Agent
Property Appraiser		458.50

1,432.00	971 .50	1 ,430.00

1 ,432.00	
District Counsel			2,565.10 	2,565.10 	
Assessment Administration
Audit	7,500.00			7,500.00	
Arbitrage Calculation
Travel and Per Diem		
9.31	
32.29	
41 .60	
Telephone		11 .88	28.05	39.93	
Postage & Shipping		31 .37	13.17 		
Copies		54.00	142.50	1 96,50	
Legal Advertising	256.92			256.92	
Bank Fees					
Miscellaneous					
Property Taxes		123.22		123.22	
Web Site Maintenance	1 05.00	1 05.00	1 05.00	315.00	
Holiday Decorations			1 ,246.00	1,246.00	
Dues, Licenses, and Fees	1 75.00			1 75.00	
Total General & Administrative Expenses	
$ 1 5,420.25	$ 14,431. 24	$	9,236.94	

$	39,088.43	

44.54

Electric Utility Services

Electric	$	$	78.69	$	79.60	$	158.29	
Entry Lighting	1 5.67	16.09	31 ,76	
Water-Sewer Combination Services
Water Reclaimed	4,1 58.99	3,063.44	7,222.43
Stormwater Control
Aquatic Contract	650.00	650.00
Lake/Pond  Repair Reserve
Other Physical Environment

General Liability Insurance Property & Casualty Insurance Auto Insurance
Irrigation
Landscaping Maintenance & Material Tree Trimming

3,723.00

1, 287.27	1, 616.52
18,370.00	1 8,370.00	55,11 0.00

Flower & Plant Replacement	17,949. 10	4, 31 1 .00	22,260. 10 
Page 1  of 2

Myrtle C reek Improvement District
Budget to Actual
For the Month Ending 1 2/31 /201 8

Contingency Hurricane Cleanup
Interchange Maintenance Expenses

Oct-18	Nov-18

Dec-18	YTD Actual

-
-

IME - Aquatics Maintenance		526.05	263.03	789.08	
IME - Irrigation			9.45		
IME - Landscaping	6,435.14 	6,435. 14 	6,435.14 	1 9,305.42	
IME - Lighting	86.00	229.66	175.63	491 .29	
IME - Miscellaneous			1,1 07.54	1, 1 07.54	
IME - Water Reclaimed		83.46	1 24.32	207.78	
New Operational Field Expenses
Trail Benches	-	
Crosswalk Improvements	-	
Road & Street Facilities					
Entry and Wall Maintenance			-	
Streetlights	1,114.76	1, 11 4.76	2,229.52	

Parks & Recreation
Personnel Leasing Agreement
Contingency
Infrastructure Capital Reserve Interchange Maintenance Reserve
Total Field Operations Expenses

Total Expenses

Interest Income	$	16.45		$	16.58		$	54 1 .45		$	574.48	
Total Other Income (Expense)	$	16.45		$	16.58		$	541.45		$	574.48	
Net Income (Loss)	$ (41 ,184.19)		$ (57,290.77)		$ 261,271 .19 		$ 162,796.23	

Income (Loss) from Operations Other Income (Expense)

$   28,943.39	$  50,898.79

    $    44,363.64      $  65,330.03
$  (41,200.64)	$ (57,307.35)

-

-
-
$   35,070.00	$ 114,91 2.18

    $   44,306.94     $  154,000.61
$ 260,729.74	$ 162,221.75

Page 2 of 2

Myrtle Creek Improvement District Construction Tracking - mid-January

Series 201 6 Bond Issue
Original Construction Fund	$
Additions (Interest, Transfers from DSR, etc.) Cumulative Draws Through Prior Month
Construction Funds Available	$
Requ isitions This Month

Total Requisitions This Month	$

Funds Remaining	$

Committed Funding
Performance Drive Phase 3 - August bid and October NTP $ Total Committed	$
!Net Uncommitted

December 16, 2018 

Amount 51 3,425.32
21 0,756.38
-(-3-3-0-,4-4-4-.-4-5)
393,737.25

----------
----------
393, 737.25

----------
----------
393,737.25 1

Myrtle Creek Improvement District FY 2019
Cash Flow Analysis

Beg. Cash	FY18 Inflows

FY18 Outflows	FY19 Inflows	FY19 Outflows

End. Cash

10/1/2018	3,335 .47	245,865.06	(240,227.53)	23,126.74	(30,098.67)	2,001.07		
11/1/2018	2,001.07	27,308.95	(28,608.95)	39,860.94	(38,823.21)	1,738.80		
12/1/2018	1,738.80		(8,159.89)	1,259,892.25	(1,044,986.20)	208,484.96		
1/1/2019	208,484.96			
	
	208,484.96	as of 01/11/2019	

FY 19 Totals	273,174.01

(276,996.37)	1,322,879.93	(1,113,908.08)

As of 01/11/2019