Poitras East Community Development District
12051 Corporate Boulevard, Orlando, FL 32817; Phone: 407-723-5900 http://poitraseastcdd.com/

The following is the proposed agenda for the upcoming Meeting of the Board of Supervisors for the Poitras East Community Development District (“District”), scheduled to be held at 4:00 p.m. on Tuesday, July 20, 2021 at Courtyard Orlando Lake Nona, 6955 Tavistock Lakes Blvd, Orlando, FL 32827. A quorum will be confirmed prior to the start of the meeting.

Please use the following information to join via the computer or the conference line:

Phone: 1-844-621-3956	Computer: pfmgroup.webex.com	Participant Code: 796 580 192#

BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Roll Call to Confirm Quorum
Public Comment Period
Consideration of the Minutes of the June 15, 2021 Board of Supervisors’ Meeting (provided under separate cover)

Business Matters
Consideration of Lift Station Maintenance Items
Agreement between District and Brownie’s Septic & Plumbing, LLC for Lift Station Maintenance Services
Agreement between the District and USIC Locating Services, LLC for Facilities Locating Services
Consideration of Proposal from Eyecomm for Lift Station Monitoring Service
Consideration of Resolution 2021-04, Regarding the District’s Direct Purchase of Construction Materials and the Approving Procedures Associated with the Same (provided under separate cover)
Consideration of Items Pertaining to Construction of Centerline Drive Segment F
Termination of Interlocal Agreement between the District and the Greeneway Improvement District Regarding Construction of Centerline Drive Segment F
Consideration of Interlocal Agreement between the District and the Midtown Improvement District Regarding Construction of Centerline Drive Segment F
Consideration of Temporary Construction Easement (provided under separate cover)
Consideration of Insurance Quote for Additional Direct Purchase Materials (provided under separate cover)
Ratification of Payment Authorization Nos. 112 – 114
Recommendation of Work Authorization/Proposed Services (if applicable)
Review of District’s Financial Position and Budget to Actual YTD (provided under separate cover)

Other Business
Staff Reports
District Counsel
District Manager
District Engineer
Construction Supervisor
Landscape Supervisor
Irrigation Supervisor
Supervisor Requests

Adjournment

Poitras East Community Development District

Minutes of the June 15, 2021 Board of Supervisors’ Meeting
(provided under separate cover)

Poitras East Community Development District

Lift Station Maintenance Items

Poitras East Community Development District

Agreement between District and Brownie’s Septic & Plumbing, LLC for Facilities Location Services

AGREEMENT BETWEEN THE POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT AND BROWNIE’S SEPTIC & PLUMBING, LLC, FOR LIFT STATION MAINTENANCE SERVICES

THIS AGREEMENT   (“Agreement”)   is   made   and   entered   into   this    	
 	, 2021, by and between:

day   of

Poitras East Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in City of Orlando, Florida, and whose mailing address is 12051 Corporate Blvd., Orlando, Florida 32817 (“District”); and

Brownie’s Septic & Plumbing, LLC, a Florida limited liability company, with a mailing address of 4949 N. Orange Blossom Trail, Orlando, Florida 32810 (“Contractor,” together with District, “Parties”).

RECITALS

WHEREAS, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes ("Act"), by ordinance adopted by City of Orlando, Florida; and

WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District owns, operates and maintains lift stations (“Facilities”); and

WHEREAS, the District desires to enter into an agreement with an independent contractor to provide lift station maintenance services for the Facilities; and

WHEREAS, Contractor submitted a proposal and represents that it is qualified to provide lift station maintenance services and has agreed to provide to the District those services identified in Exhibit A, attached hereto and incorporated by reference herein (“Services”); and

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

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

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

SECTION 2.    DESCRIPTION OF WORK AND SERVICES.

The District desires that the Contractor provide professional lift station maintenance services within presently accepted standards. Upon all Parties signing this Agreement, the Contractor shall provide the District with the Services identified in Exhibit A.

While providing the Services, the Contractor shall assign such staff as may be required, and such staff shall be responsible for coordinating, expediting, and controlling all aspects to assure completion of the Services.

The Contractor shall provide the Services as shown in Section 3 of this Agreement. Contractor shall solely be responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District.

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

SECTION 3.	SCOPE OF LIFT STATION MAINTENANCE SERVICES. The Contractor will
provide lift station maintenance services for the Facilities. The duties, obligations, and responsibilities of Contractor are to provide the material, tools, skill and labor necessary for the Services attached as Exhibit A on a monthly basis. To the extent any of the provisions of this Agreement are in conflict with the provisions of Exhibit A, this Agreement controls.

SECTION 4.     MANNER OF CONTRACTOR’S PERFORMANCE. The Contractor agrees, as an independent contractor, to undertake work and/or perform such services as specified in this Agreement or any addendum executed by the Parties or in any authorized written work order by the District issued in connection with this Agreement and accepted by the Contractor. All work shall be performed in a neat and professional manner reasonably acceptable to the District and shall be in accordance with industry standards. The performance of the Services by the Contractor under this Agreement and related to this Agreement shall conform to any written instructions issued by the District.

Should any work and/or services be required which are not specified in this Agreement or any addenda, but which are nevertheless necessary for the proper provision of services to the District, such work or services shall be fully performed by the Contractor as if described and delineated in this Agreement.

The Contractor agrees that the District shall not be liable for the payment of any work or services not included in Section 3 unless the District, through an authorized representative of the District, authorizes the Contractor, in writing, to perform such work.

The District shall designate in writing a person to act as the District’s representative with respect to the services to be performed under this Agreement. The District’s representative shall have complete authority to transmit instructions, receive information, interpret and define the District’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Contractor’s services.

The District hereby designates the District Manager to act as its representative.

Upon request by the District Manager, the Contractor agrees to meet with the District’s representative to walk the property to discuss conditions, schedules, and items of concern regarding this Agreement.

Contractor shall use all due care to protect the property of the District, its residents, and landowners from damage. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

SECTION 5.	COMPENSATION; TERM.

As compensation for the Services described in this Agreement, the District agrees to pay the Contractor One Hundred Fifty Dollars ($150.00) per month for electrical and mechanical maintenance services. The District agrees to pay the Contractor One Thousand Two Hundred Seventy-Five Dollars ($1,275.00) semi-annually for pump-out and vector cleaning services. Total compensation for the Services shall not exceed Four Thousand Three Hundred Fifty Dollars ($4,350.00) annually. The term of this Agreement shall be one (1) year from date of execution of this Agreement, unless terminated earlier by either party in accordance with the provisions of this Agreement. The Agreement shall be automatically renewed for additional one (1) year terms, unless written notice is provided by either party thirty (30) days prior to the expiration of the Agreement.

If the District should desire additional work or services, or to add additional areas to be maintained, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the Parties shall agree in writing to an, addendum, addenda, or change order to this Agreement. The Contractor shall be compensated for such agreed additional work or services based upon a payment amount acceptable to the Parties and agreed to in writing.

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

The Contractor shall maintain records conforming to usual accounting practices. As soon as may be practicable at the beginning of each month, the Contractor shall invoice the District for all services performed in the prior month and any other sums due to the Contractor.

The District shall pay the invoice amount within thirty (30) days after the invoice date. The Contractor may cease performing services under this Agreement if any payment due hereunder is not paid within thirty (30) days of the invoice date. Each monthly invoice will include such supporting information as the District may reasonably require the Contractor to provide.

SECTION 4.    INSURANCE.

The Contractor shall maintain throughout the term of this Agreement the following insurance:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida.

Commercial General Liability Insurance covering the Contractor’s legal liability for bodily injuries, with limits of not less than $1,000,000 combined single limit bodily injury and property damage liability, and covering at least the following hazards:

Independent Contractors Coverage for bodily injury and property damage in connection with any subcontractors’ operation.

Employer’s Liability Coverage with limits of at least $1,000,000 (one million dollars) per accident or disease.

Automobile Liability Insurance for bodily injuries in limits of not less than
$1,000,000 combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Contractor of any owned, non-owned, or hired automobiles, trailers, or other equipment required to be licensed.

The District, its staff, consultants and supervisors shall be named as additional insured. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida.

If the Contractor fails to have secured and maintained the required insurance, the District has the right but not the obligation to secure such required insurance in which event the Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 5.    INDEMNIFICATION.

Contractor agrees to defend, indemnify, and hold harmless the District and its officers, agents, employees, successors, assigns, members, affiliates, or representatives from

any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, judgments against the District, or loss or damage, whether monetary or otherwise, arising out of, wholly or in part by, or in connection with the Services to be performed by Contractor, its subcontractors, its employees and agents in connection with this Agreement, including litigation, mediation, arbitration, appellate, or settlement proceedings with respect thereto. Additionally, nothing in this Agreement requires Contractor to indemnify the District for the District’s percentage of fault if the District is adjudged to be more than 50% at fault for any claims against the District and Contractor as jointly liable parties; however, Contractor shall indemnify the District for any and all percentage of fault attributable to Contractor for claims against the District, regardless whether the District is adjudged to be more or less than 50% at fault.

Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, paralegal fees, expert witness fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), any interest, expenses, damages, penalties, fines, or judgments against the District.

SECTION 9. LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.

SECTION 6.	COMPLIANCE WITH GOVERNMENTAL REGULATION. The Contractor shall
keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances. If the Contractor fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of the Contractor or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation or an alleged violation, the District may terminate this Agreement, such termination to be effective upon the giving of notice of termination.

SECTION 7.     LIENS AND CLAIMS. The Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Contractor shall keep the District’s property free from any materialmen’s or mechanic’s liens and claims or notices in respect to such liens and claims, which arise by reason of the Contractor’s performance under this Agreement, and the Contractor shall immediately discharge any such claim or lien. In the event that the Contractor does not pay or satisfy such claim or lien within three (3) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be

effective immediately upon the giving of notice of termination.

SECTION 8.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 9. CUSTOM AND USAGE. It is hereby agreed, any law, custom, or usage to the contrary notwithstanding, that the District shall have the right at all times to enforce the conditions and agreements contained in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the District in refraining from so doing; and further, that the failure of the District at any time or times to strictly enforce its rights under this Agreement shall not be construed as having created a custom in any way or manner contrary to the specific conditions and agreements of this Agreement, or as having in any way modified or waived the same.

SECTION 10. SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement, except as expressly limited in this Agreement.

SECTION 11. TERMINATION. The District agrees that the Contractor may terminate this Agreement with cause by providing thirty (30) days’ written notice of termination to the District stating a failure of the District to perform according to the terms of this Agreement; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. The Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to the Contractor. The District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all work and/or services rendered up until the effective termination of this Agreement, subject to whatever claims or off-sets the District may have against the Contractor.

SECTION 12. PERMITS AND LICENSES. All permits and licenses required by any governmental agency directly for the District shall be obtained and paid for by the District. All other permits or licenses necessary for the Contractor to perform under this Agreement shall be obtained and paid for by the Contractor.

SECTION 13. ASSIGNMENT. Neither the District nor the Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such approval shall be void.

SECTION 14. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the Contractor, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or

otherwise. The Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Contractor, if there are any, in the performance of this Agreement. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Contractor shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

SECTION 15. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 16. ENFORCEMENT OF AGREEMENT. A default by either Party under this Agreement shall entitle the other Party to all remedies available at law or in equity. In the event that either the District or the Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing Party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 17. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the Parties relating to the subject matter of this Agreement. None of the provisions of Exhibit A shall apply to this Agreement and Exhibit A shall not be incorporated herein, except that Exhibit A is applicable to the extent that it states the scope of services for the labor and materials to be provided under this Agreement.

SECTION 18. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the Parties.

SECTION 19. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the Parties, the Parties have complied with all the requirements of law, and the Parties have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 20. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notice” or "Notices") shall be in writing and shall be hand delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the Parties, as follows:

If to District:	Poitras East Community Development District
12051 Corporate Blvd.
Orlando, Florida 32817 Attn: District Manager

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

If to the Contractor:	Brownie’s Septic & Plumbing, LLC
4949 N. Orange Blossom Trail Orlando, Florida 32810
Attn: Jared Dennerline

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Contractor may deliver Notices on behalf of the District and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the Parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the Parties and addressees set forth in this Agreement.

SECTION 21. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the Parties hereto and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties hereto any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Parties hereto and their respective representatives, successors, and assigns.

SECTION 22. CONTROLLING LAW AND VENUE. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. All actions and disputes shall be brought in the proper court and venue, which shall be Orange County, Florida.

SECTION 23. COMPLIANCE WITH PUBLIC RECORDS LAWS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Victoria Martinez (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to

the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Contractor, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900, MARTINEZV@PFM.COM, AND 12051 CORPORATE BLVD., ORLANDO, FLORIDA 32817.

SECTION 24. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 25. ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the Parties as an arm's length transaction. The Parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

SECTION 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Additionally, the Parties acknowledge and agree that the Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature, electronically scanned and transmitted versions (e.g. via PDF) of an original signature, or signatures created in a digital format.

SECTION 27. E-VERIFY. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes. By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have signed and sealed this Agreement on the day and year first written above.

POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

BROWNIE’S SEPTIC & PLUMBING, LLC

By:	 		 Its:    		

EXHIBIT A SCOPE OF SERVICES

Poitras East Community Development District

Agreement between the District and USIC Locating Services, LLC for Facilities Locating Services

AGREEMENT BETWEEN THE POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT AND USIC LOCATING SERVICES, LLC, FOR FACILITIES LOCATING SERVICES

THIS AGREEMENT (“Agreement”) is made and entered into this 20th day of July, 2021, by and between:

POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Orlando, Florida, with a mailing address of 12051 Corporate Boulevard, Orlando, Florida, 32817 (“District”); and

USIC LOCATING SERVICES, LLC, an Indiana limited liability company, with a mailing address of 9045 River Road, Suite 300, Indianapolis, Indiana, 46240 (the “Contractor”).

RECITALS

WHEREAS, the District was established for the purpose of planning, financing, constructing, installing, operating, and/or maintaining certain infrastructure improvements and recreational facilities; and

WHEREAS, the District has a need to retain a professional geotechnical engineer to provide certain services for the location of underground facilities as described in more detail herein and in Exhibit A, which is attached hereto and incorporated herein by reference (the “Services”); and

WHEREAS, the Contractor represents that it is licensed, qualified and capable of providing the Services and has agreed to provide such services for the District in accordance with the terms of this Agreement; and

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

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

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

SECTION 2. DESCRIPTION OF WORK AND SERVICES. The duties, obligations, and responsibilities of the Contractor are to provide the services, labor and materials described in the proposal attached hereto as Exhibit A. Contractor shall coordinate the Services with other

contractors performing work for the District. Should any questions arise as to the coordination required, the Contractor shall consult with the District’s engineer. Additionally:

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

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

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

SECTION 3. PAYMENT FOR SERVICES. Contractor shall perform the Services described herein in exchange for payment of the sums described in Exhibit A (“Payment”). Such Payment shall be due upon completion of the Services and submission of a final invoice as set forth herein. This Payment includes, but is not limited to, all permits, parts, materials and labor necessary to complete the Services as described herein. Contractor agrees to render a final invoice to the District, in writing, which shall be delivered or mailed to the District. The District shall pay the Contractor the Payment within twenty-five (25) days of receipt of such an invoice. The Contractor shall maintain records conforming to usual accounting practices. If the District should desire additional work or services not provided in Exhibit A, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement.   The Contractor shall be compensated for such agreed additional work or services based upon a payment amount acceptable to the parties and agreed to in writing. No additional services shall be provided by the Contractor unless done at the direction of the District.

SECTION 4.   INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its Services under this Agreement, with limits of liability not less than the following:
Workers Compensation	Statutory General Liability
Bodily Injury (including contractual)	$1,000,000/$2,000,000

Property Damage (including contractual)	$1,000,000/$2,000,000

Automobile Liability (if applicable)
Bodily Injury and Property Damage	$1,000,000

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

Contractor shall name the District, its supervisors, officers, staff, representatives and agents as additional insureds, except with respect to the Worker’s Compensation Insurance and the Professional Liability for Errors and Omissions Insurance both for which only proof of insurance shall be provided. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Section prior to the commencement of any performance under this Agreement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective without written notice to the District per the terms of the applicable policy. No policy may be canceled during the term of this Agreement without at least thirty (30) days written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida. At no time shall Contractor be without insurance in the above amounts. An insurance certificate evidencing compliance with this Section shall be sent to the District.

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

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

SECTION   6.	COMPLIANCE   WITH   LAWS, ORDINANCES   AND   REGULATIONS.	In
performing its obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and

supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor's rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor's failure to comply with the provisions contained herein.

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

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

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

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

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

If to Contractor:	USIC Locating Services, LLC
9045 River Road, Suite 300
Indianapolis, IN 46240

If to District:	Poitras East Community Development District
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

With a copy to:	Hopping Green & Sams PA
119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Contractor may deliver Notice on behalf of the District and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

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

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

SECTION 14. ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such approval is void.

SECTION 15. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State

of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Orange County, Florida.

SECTION 16.	INDEMNIFICATION.

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

To the extent of its negligence, for third party claims, Contractor agrees to indemnify, defend, and hold harmless the District and its supervisors, officers, staff, representatives, and agents from any and all liability, claims, actions, suits, or demands by any person, corporation, or other entity for injuries, death, property damage, or of any nature, arising out of, or in connection with the work to be performed by Contractor, including litigation or any appellate proceedings with respect thereto.

Contractor hereby acknowledges, agrees and covenants that nothing in this Agreement shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law. This Section shall survive any termination of this Agreement.

SECTION 17. TERM. This Agreement shall become effective as of the date first above written, and shall terminate upon completion of the Services set forth herein and in any amendment hereto, unless cancelled earlier, pursuant to Section 18 below.

SECTION 18. CANCELLATION. The District shall have the right to cancel this Agreement at any time due to Contractor's failure to perform in accordance with the terms of this Agreement or for any reason. Contractor shall have the right to cancel this Agreement upon thirty (30) days written notice mailed to the District at the address written above stating a failure of the District to perform in accordance with the terms of this Agreement. The District’s liability upon cancellation or termination of this Agreement shall be limited to paying for the reasonable value of labor and materials physically incorporated into the Services up to the effective date of cancellation, along with the value of materials specifically fabricated by Contractor for the Services up to the date the notice of cancellation or termination was given, though not incorporated in the Services, but not reasonably usable elsewhere, less payments already made to Contractor, as Contractor’s sole means of recovery for cancellation.

SECTION 19. OWNERSHIP OF DOCUMENTS. All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Contractor pursuant

to this Agreement shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

SECTION 20.   PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited, to Section 119.0701, Florida Statutes. Among other requirements and to the extent applicable by law, Contractor shall: 1) keep and maintain public records required by the District to perform the Services; 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 Contractor 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 Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats. Contractor acknowledges that the designated Public Records Custodian for the District is Jennifer Walden.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT (407) 723-5900, recordrequest@pfm.com, OR 12051 CORPORATE BOULEVARD, ORLANDO, FLORIDA 32817.

SECTION 21. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 22. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 23. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. None of the provisions of Exhibit A shall apply to this Agreement and Exhibit A shall not be incorporated herein, except that Exhibit A is applicable to the extent that it states the scope of services for the labor and materials to be provided under this Agreement. Should there be any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall prevail.

SECTION 24. E-VERIFY. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

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

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

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

[SIGNATURES FOLLOW ON THE NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year first written above.

Witness:	POITRAS	EAST	COMMUNITY	DEVELOPMENT DISTRICT

Signature of Witness	Richard Levey,Chairman

Print Name

Witness	USIC LOCATING SERVICE, LLC, an Indiana limited liability company

Signature of Witness

By: 	

Print Name: 	

Print Name	Title:    	

Exhibit A: Scope of Services

Exhibit A Scope of Services

Poitras East Community Development District

Proposal from Eyecomm for Lift Station Monitoring Services

Eyecomm-870-PS Remote Monitoring Activation Form
Please fill in the columns accordingly. There is a maximum of 10 contacts for the unit to send alerts to. There must be a cell phone number and/or email associated with each contact to receive the alerts via text message.

Eyecomm Location Name		Example: City Hall	
Account Name / Owner		Example: City Of Jacksonville	
Primary Username (Last,First)		Example: Smith, John	
Primary User Email		Example: Jsmith@coj.com	
Primary User Mobile Number		Example: 904-123-4567	
Billing Address		Example: 1234 Water Street	
Billing City, State, Zip		Example: Jacksonville, FL 32202	
Billing (Last, First Name)		Example: Smith, John	
Billing Phone Number		Example: 904-123-4567	
Billing Email		Example: Jsmith@coj.com	

Who Should Use this Form?

End users who will be accountable for the pump station monitoring and annual fee after the initial service period is up. Initial service agreements will start at the time of installation with service good through the end of the current year. All billings are sent out in January for the $250.00 annual service fee.
Where to send this form?

Complete this form and Send to Custom Pump and Controls, Inc. -
Tyler Self – (904) 625-1829 T.self@custompump.com
Barbara Garrison – (904) 858-9605 B.Garrison@custompump.com

Please fill out columns below with up to 10 contacts to receive alerts
User Email Addresses	Cell Phone Numbers

1.		
2.		
3.		
4.		
5.		
6.		
7.		
8.		
9.		
10.		

Poitras East Community Development District

Resolution 2021-04,
Regarding the District’s Direct Purchase of Construction Materials and the Approving Procedures Associated with the Same
(provided under separate cover)

Poitras East Community Development District

Items Pertaining to Construction of Centerline Drive Segment F

Poitras East Community Development District

Termination of Interlocal Agreement between the District and the Greeneway Improvement District Regarding Construction of Centerline Drive Segment F

TERMINATION OF INTERLOCAL AGREEMENT REGARDING CONSTRUCTION OF CENTERLINE DRIVE SEGMENT F

THIS TERMINATION OF THE INTERLOCAL AGREEMENT (“Termination”) is made and entered into effective as of July 20, 2021, and by and among:

GREENEWAY IMPROVEMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Orlando, Florida, with a mailing address of 12051 Corporate Boulevard, Orlando, Florida, 32817 (“Greeneway”); and

POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Orlando, Florida, with a mailing address of 12051 Corporate Boulevard, Orlando, Florida, 32817 (“Poitras,” and together with Greeneway, the “Parties”).

RECITALS

WHEREAS, the Parties have executed that certain Interlocal Agreement Regarding Construction of Centerline Drive Segment F, dated February 16, 2021 (“Agreement”); and

WHEREAS, the Parties have mutually determined and agreed that the Agreement is no longer necessary; and

WHEREAS, the Parties agree that it is in their respective best interests for the Agreement to be terminated.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

RECITALS. The foregoing recitals are true and correct and are incorporated herein as terms.

TERMINATION. The Agreement is hereby terminated and of no further force or effect.

COUNTERPARTS. This Termination may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgement pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

IN WITNESS WHEREOF, the Parties have executed this Termination as of the day and year first written above.

GREENEWAY IMPROVEMENT DISTRICT

By:		 Printed Name:  		 Title:  		 	POITRAS EAST COMMUNITY DEVELOPMENT
DISTRICT

By:		 Printed Name:  		 Title:  		 	

Poitras East Community Development District

Interlocal Agreement between the District and the Midtown Improvement District Regarding Construction of Centerline Drive Segment F

INTERLOCAL AGREEMENT BETWEEN THE POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT AND THE MIDTOWN IMPROVEMENT DISTRICT REGARDING CONSTRUCTION OF CENTERLINE DRIVE SEGMENT F

THIS AGREEMENT is made and entered into this 20th day of July, 2021, by and between the
POITRAS   EAST   COMMUNITY   DEVELOPMENT   DISTRICT   (“Poitras”)   and the MIDTOWN
IMPROVEMENT DISTRICT (“Midtown” and together the “Districts”), each of whom is a special purpose unit of local government located in the City of Orlando, Florida (this Agreement hereinafter referred to as the “Interlocal Agreement”).

RECITALS

WHEREAS, Poitras and Midtown are special-purpose units of local government located entirely within the City of Orlando, Florida, that have been established for the purpose of planning, financing, constructing, installing, operating, and/or acquiring certain improvements, facilities and services in conjunction with the development of lands located within the Districts; and

WHEREAS, Midtown anticipates providing certain infrastructure improvements consisting of a certain portion of roadway known as “Centerline Drive Segment F,” which is to be located within the boundaries of Midtown, the location of which is depicted in Exhibit A; and

WHEREAS, Centerline Drive Segment F is an extension of a portion of roadway known as “Centerline Drive Segment G,” which is part of a project known as “Poitras East Master Infrastructure Phase 1C,” which is to be located within the boundaries Poitras, the location of which is also depicted in Exhibit A; and

WHEREAS, the Districts wish to ensure the timely, efficient and cost effective provision of construction services and each has determined that the Centerline Drive Segment F and Poitras East Master Infrastructure Phase 1C should be constructed as one coordinated effort; and

WHEREAS, the Districts find that designation of Poitras as the entity responsible for the provision of construction services is the most efficient and cost-effective way to construct Centerline Drive Segment F; and

WHEREAS, the Districts’ Engineer, Donald W. McIntosh Associates, Inc. (the “Engineer”) has designed and permitted Centerline Drive Segment F (“Design Work Authorization”) and Poitras has entered into that certain Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) – Poitras East Master Infrastructure Phase 1C and Centerline Drive Segment F, with Jr. Davis Construction Company, Inc., dated June 15, 2021, in connection with the construction of Centerline Drive Segment F, which contract is being administered by the Engineer (the “Construction Contract”); and

WHEREAS, Midtown is not a party to the Construction Contract; however, Midtown has agreed to bear the full cost of Centerline Drive Segment F, to be constructed pursuant to the Construction Contract, as hereinafter provided; and

WHEREAS, it is in the interest of each District to establish intergovernmental relations that encourage, promote and improve the coordination, overall effectiveness and efficiency of governmental activities and services within the boundaries of their respective districts; and

WHEREAS, section 163.01, Florida Statutes, known as the “Florida Interlocal Cooperation Act of 1969,” permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities; and

WHEREAS, the Districts find this Interlocal Agreement to be necessary, proper and convenient to the exercise of their powers, duties and purposes authorized by law; and

WHEREAS, the Districts desire to exercise jointly their common powers and authority concerning the cost effective provision of construction services; the avoidance of inefficiencies caused by the unnecessary duplication of services; and the clarification of responsibilities, obligations, duties, powers, and liabilities of each of the governmental bodies; and

WHEREAS, Midtown and Poitras desire to memorialize and set forth clearly their understanding and agreement with respect to allocation of costs between the parties for improvements related to Centerline Drive Segment F as well as certain other matters addressed herein.

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

AGREEMENT

RECITALS AND AUTHORITY. The foregoing recitals are true and correct and by this reference are incorporated as a material part of this Interlocal Agreement. This Interlocal Agreement is entered into pursuant to the provision of Florida law, including but not limited to Chapters 163, 189, and 190, Florida Statutes, and the Florida Constitution.

CONSTRUCTION. The parties agree that Centerline Drive Segment F shall only be constructed or otherwise provided for by Poitras. In order to ensure the efficient and timely completion of Centerline Drive Segment F, and to avoid unnecessary duplication of costs, the Districts hereby agree that Poitras shall be responsible for the construction, including construction management, of Centerline Drive Segment F through final acceptance by any applicable governmental body or authority with jurisdiction, subject to the terms and conditions of this Interlocal Agreement.

Contracts. Poitras agrees that all contracts for construction or provision of Centerline Drive Segment F shall name Midtown, its respective officers, directors, employees and agents, as additional insureds on all pertinent insurance policies. Poitras shall comply with the District’s Rules of

Procedure and all applicable laws regarding the procurement of goods, services or construction activities.

Construction Administration. Poitras shall be solely responsible for ensuring adequate construction administration and inspection for any construction of Centerline Drive Segment F. All contracts for construction administration shall ensure that Midtown is insured and indemnified to the extent then-permitted by Florida law.

Conveyance for Maintenance. The Districts acknowledge that Centerline Drive Segment F may be conveyed to other units of government. The Districts agree to cooperate and use their best efforts to ensure the timely acceptance of any such improvements by any such governmental authority, including the granting of any necessary property rights to the governmental body or authority, or the execution of a plat dedicating certain interests in any necessary property.

Allocation of Costs for Centerline Drive Segment F. The projected costs for the provision of Centerline Drive Segment F shall be borne fully by Midtown. Midtown agrees to reimburse Poitras for actual costs associated with Centerline Drive Segment F as confirmed by the Engineer.

Payment. Upon receipt of an application for payment from the contractor under the Construction Contract, the Engineer shall review and approve the application for payment and verify the portion of the pay application that represents costs attributable to the construction of Centerline Dive Segment
F. Within five (5) days of approving any application for payment related to Centerline Drive Segment F completed pursuant to the Construction Contract, the Engineer shall forward the application for payment to Midtown for direct payment to the Contractor. Midtown shall remit the invoiced amount to the Contractor within the time period required by the Construction Contract and applicable Florida law.

INSURANCE. Poitras shall require any contractor selected to construct Centerline Drive Segment F to maintain liability and property insurance in amounts customary for the scope of such a construction project and shall name Midtown as an additional insured.

LIABILITY LIMITATIONS. Nothing in this Interlocal Agreement shall be deemed as a waiver of immunity or limits of liability of any of the Districts, including their supervisors, officers, agents and employees and independent contractors, beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes or other statute, and nothing in this Interlocal Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

DEFAULT. A default by either party under this Interlocal Agreement shall entitle the other party to all remedies available at law or in equity, which may include, but not be limited

to, damages, injunctive relief and specific performance. Each of the parties hereto shall give the other party written notice of any defaults hereunder and shall allow the defaulting party not less than five (5) days from the date of receipt of such notice to cure monetary defaults and fifteen (15) days to cure other defaults.

ENFORCEMENT. In the event that either party seeks to enforce this Interlocal Agreement by court proceedings or otherwise, then the prevailing party or parties shall be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution or appellate proceedings.

CONTROLLING LAW. This Interlocal Agreement shall be construed and governed in accordance with the laws of the State of Florida.

SEVERABILITY. In the event any term or provision of this Interlocal Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be construed or deleted as such authority determines, and the remainder of this Interlocal Agreement shall be construed to be in full force and effect.

AMENDMENT. This Interlocal Agreement shall not be modified or amended except by written agreement duly executed by the parties hereto.

INTERPRETATION. This Interlocal Agreement has been negotiated fully between the parties as an arms-length transaction. The Districts participated fully in the preparation of this Interlocal Agreement. In the case of a dispute concerning the interpretation of any provision of this Interlocal Agreement, the Districts are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

TIME OF THE ESSENCE. The Districts each agree that time is of the essence of this Interlocal Agreement.

NOTICE. Each District shall furnish to the other such notice, as may be required from time to time, pursuant to this Interlocal Agreement, in writing, posted in the U.S. mail or by hand delivery, or by overnight delivery service and addressed as follows:

To Midtown:	Midtown Improvement District
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

To Poitras:	Poitras East Community Development District
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager

With copy to:	Hopping Green & Sams, P.A.
119 S. Monroe Street, Suite 300
Tallahassee, FL 32301

Attn: Tucker F. Mackie

Except as otherwise provided in this Interlocal Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Interlocal Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

EFFECTIVE DATE. This Interlocal Agreement and the rights conferred herein shall become effective upon filing with the Clerk of the Circuit Court of Orange County, Florida, in accordance with the requirements of section 163.01(11), Florida Statutes.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

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

Attest:	POITRAS EAST COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	 	, Board of Supervisors

Attest:	MIDTOWN IMPROVEMENT DISTRICT

Secretary/Assistant Secretary	 	, Board of Supervisors

Exhibit A:	Map depicting the location of Centerline Drive Segment F and Poitras East Master Infrastructure Phase 1C

Exhibit A
Map depicting the location of Centerline Drive Segment F and Poitras East Master Infrastructure Phase 1C

Poitras East Community Development District

Temporary Construction Easement
(provided under separate cover)

Poitras East Community Development District

Insurance Quote for Additional Direct Purchase Materials
(provided under separate cover)

Poitras East Community Development District

Payment Authorization Nos. 112 – 114

Poitras East Community Development District

Payment Authorization #112
6/18/2021

Item
No.	Payee	Invoice
Number	General
Fund	

1	
Donald W McIntosh Associates
Engineering Services Through 05/21/2021	

41186	

$	933.50	
2	PFM Group Consulting
DM Fee: June 2021	
DM-06-2021-0041	
$ 2,916.67	
3	Supervisor Fees - 06/15/2021 Meeting
Richard Levey	
--	
$	200.00	
		
TOTAL	
$ 4,050.17	

Chairperson

Poitras East Community Development District

Payment Authorization #113
6/25/2021

Item
No.	Payee	Invoice
Number	General
Fund	

1	
PFM Group Consulting
May Reimbursables	

OE-EXP-06-038	

$	16.95	
2	VGlobalTech
June Website Maintenance	
2743	
$	125.00	
		
TOTAL	
$	141.95	

Chairperson

Poitras East Community Development District

Payment Authorization #114

7/9/2021

Item	
Payee	
Invoice	
General	
No.		Number	Fund	

1	
Berman Construction
July Administrator & Irrigation Specialist	

13325	

$ 1,000.00	
2	Carr Riggs & Ingram
FY 2020 Audit	
17171842	
$	750.00	
3	Donald W McIntosh Associates
Engineering Services Through 06/18/2021	
41297	
$ 2,157.50	
4	Hopping Green & Sams
General Counsel Through 05/31/2021	
123594	
$ 3,645.01	
5	Sunshine 811
June Tickets	
PS-INV1000753	
$	7.20	
6	Supervisor Fees - 07/07/2021 Meeting
Richard Levey	
--	
$	200.00	
		
TOTAL	
$ 7,759.71	

Chairperson

Poitras East Community Development District

Work Authorization/Proposed Services
(if applicable)

Poitras East Community Development District

District’s Financial Position and Budget to Actual YTD
(provided under separate cover)