North River Ranch Improvement Stewardship District
12051 Corporate Boulevard, Orlando, FL 32817; 407-723-5900

The following is the agenda for the meeting of the Auditor Selection and Board of Supervisors for the North River Ranch Improvement Stewardship District scheduled to be held Wednesday, May 12, 2021 at 2:30 p.m. at 8141 Lakewood Main Street, Bradenton, FL 34202. The following is the proposed agenda for this meeting.

If you would like to attend the Board Meeting by phone, you may do so by dialing:
Phone:	1-844-621-3956
Participant Code:	790 562 990 # AUDITOR SELECTION COMMITTEE AGENDA
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]
Review of Auditing Services Proposals
Berger, Toombs, Elam, Gaines & Frank
Grau & Associates
Ranking of Auditing Services Proposals
Adjournment

BOARD OF SUPERVISORS’ MEETING AGENDA
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]

Administrative Matters

Review of Auditor Selection Committee Rankings & Selection of Auditor
Consideration of the Minutes of the April 14, 2021 Board of Supervisors’ Meeting
Consideration of the Minutes of the April 14, 2021 Auditor Selection Committee Meeting

Business Matters

Consideration of Resolution 2021-29, Approving a Preliminary Budget for Fiscal Year 2022 and Setting a Public Hearing Date [Suggested Hearing Date of August 11, 2021]
Exhibit A- Proposed Budget FY 2022
Public Hearing on the Approval of Merger with North River Ranch Community Development District & Fieldstone Community Development District
Public Comments and Testimony
Board Comments

Consideration of Resolution 2021-30, Approving Merger Agreement
Letter from Supervisor of Elections- Manatee County
Ratification of VGlobal Website Service Agreement
Ratification of Funding Requests # 6
Review of District Financial Statements

Other Business Staff Reports
District Counsel District Engineer District Manager

Supervisor Requests and Audience Comments Adjournment

North River Ranch Improvement Stewardship District

Review of Auditing Services Proposals

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

PROPOSAL FOR AUDIT SERVICES

PROPOSED BY:

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

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

CONTACT PERSON:

J. W. Gaines, CPA, Director

DATE OF PROPOSAL:

May 4, 2021

TABLE OF CONTENTS

DESCRIPTION OF SECTION	PAGE

Letter of Transmittal	1-2
Profile of the Proposer
Description and History of Audit Firm	3
Professional Staff Resources	4-5
Ability to Furnish the Required Services	5
Arbitrage Rebate Services	6
Governmental Auditing Experience	7-16
Fee Schedule	17
Scope of Work to be Performed	17
Resumes	18-33
Peer Review Letter	34
Instructions to Proposers	35-36
Evaluation Criteria	37

May 4, 2021

North River Ranch Improvement Stewardship District PFM Group Consulting, LLC
12051 Corporate Blvd
Orlando, FL 32817 Dear District Manager:
Thank you very much for the opportunity to present our professional credentials to provide audit services for North River Ranch Improvement Stewardship District.

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

Experience

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

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North River Ranch Improvement Stewardship District May 4, 2021

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

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

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

Thank you again for the opportunity to submit this proposal to North River Ranch Improvement Stewardship District.

Very truly yours,

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

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PROFILE OF THE PROPOSER
Description and History of Audit Firm
Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL is a Treasure Coast public accounting firm, which qualifies as a small business firm, as established by the Small Business Administration (13 CFR 121.38), with offices in Fort Pierce and Stuart. We are a member of the Florida Institute of Certified Public Accountants and the American Institute of Certified Public Accountants. The firm was formed from the merger of Edwards, Berger, Harris & Company (originated in 1972) and McAlpin, Curtis & Associates (originated in 1949). J. W. Gaines and Associates (originated in 1979) merged with the firm in 2004. Our tremendous growth rate experienced over the last 71 years is directly attributable to the firm’s unrelenting dedication to providing the highest quality, responsive professional services attainable to its clients.
We are a member of the Private Companies Practice Section (PCPS) of the American Institute of Certified Public Accountants (AICPA) to assure we meet the highest standards. Membership in this practice section requires that our firm meet more stringent standards than standard AICPA membership. These rigorous requirements include the requirement of a triennial peer review of our firm’s auditing and accounting practice and annual Continuing Professional Education (CPE) for all accounting staff (whether CPA or non-CPA). For standard AICPA membership, only a quality review is required and only CPAs must meet CPE requirements.
We are also a member of the Government Audit Quality Center (“the Center”) of the American Institute of Certified Public Accountants to assure the quality of our government audits. Membership in the Center, which is voluntary, requires our firm to comply with additional standards to promote the quality of government audits.
We have been extensively involved in serving local government entities with professional accounting, auditing and consulting services throughout the entire 71 year history of our firm. Our substantial experience over the years makes us uniquely qualified to provide accounting, auditing, and consulting services to these clients. We are a recognized leader in providing services to governmental and nonprofit agencies on the Treasure Coast and in Central and South Florida, with extensive experience in auditing community development districts and water control districts. We were the independent auditors of the City of Fort Pierce for over 37 years and currently, we are the independent auditors for St. Lucie County since 2002, and for 38 of the 42 years that the county has been audited by CPA firms. Additionally, we have performed audits of the City of Stuart, the City of Vero Beach, Indian River County and Martin County. We also presently audit over 75 Community Development Districts throughout Florida.
Our firm was founded on the belief that we are better able to respond to our clients needs through education, experience, independence, quality control, and personal service. Our firm’s commitment to quality is reflected in our endeavor of professional excellence via continuing education, the use of the latest computer technology, professional membership in PCPS and peer review.
We believe our approach to audit engagements, intelligence and innovation teamed with sound professional judgment enables us to explore new concepts while remaining sensitive to the fundamental need for practical solutions. We take pride in giving you the assurance that the personal assistance you receive comes from years of advanced training, technical experience and financial acumen.

Professional Staff Resources

Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL has a total of
32 professional and administrative staff (including 14 professional staff with extensive experience servicing government entities).   The work will be performed out of our Fort Pierce office with a proposed staff of one senior accountant and one or two staff accountants supervised by an audit manager and audit partner. With the exception of the directors of the firm’s offices, the professional staff is not specifically assigned to any of our individual offices. The professional and administrative staff resources available to you through Berger, Toombs, Elam, Gaines & Frank, Certified Public Accountants, PL are as follows:
Total
Partners/Directors (CPA’s)	5	
Principals (CPA)	1	
Managers (CPA)	1	
Senior/Supervisor Accountants (2 CPA’s)	3	
Staff Accountants (1 CPA)	9	
Computer Specialist	1	
Paraprofessional	8	
Administrative	  4	
Total – all personnel	32	

Following is a brief description of each employee classification:

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

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

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

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

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

Professional Staff Resources (Continued)

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

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

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

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

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

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

Ability to Furnish the Required Services

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

ADDITIONAL SERVICES PROVIDED

Arbitrage Rebate Services

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

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

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

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

GOVERNMENTAL AUDITING EXPERIENCE

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

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

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

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

Continuing Professional Education

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

GOVERNMENTAL AUDITING EXPERIENCE (CONTINUED)

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

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

Quality Control Program

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

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

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

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

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

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

GOVERNMENTAL AUDITING EXPERIENCE (CONTINUED)

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

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

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

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

Certificate of Achievement for Excellence in Financial Reporting (CAFR)

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

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

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

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

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

References

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

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

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

Alta Lakes Community Development	Beaumont Community Development District		District

Amelia Concourse Community	Bella Collina Community Development
Development District	District

Amelia Walk Communnity	Bonnet Creek Community
Development District	Development District

Aqua One Community Development	Buckeye Park Community District		Development District

Arborwood Community Development	Candler Hills East Community District		Development District

Arlington Ridge Community	Cedar Hammock Community
Development District	Development District

Bartram Springs Community	Central Lake Community
Development District	Development District

Baytree Community Development	Channing Park Community
District	Development District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Cheval West Community	Evergreen Community Development
Development District	District

Coconut Cay Community	Forest Brooke Community Development District		Development District

Colonial Country Club Community	Gateway Services Community
Development District	Development District

Connerton West Community	Gramercy Farms Community
Development District	Development District

Copperstone Community	Greenway Improvement District Development District

Creekside @ Twin Creeks Community	Greyhawk Landing Community Development District		Development District

Deer Run Community Development	Griffin Lakes Community Development District		District

Dowden West Community	Habitat Community Development
Development District	District

DP1 Community Development	Harbor Bay Community Development
District	District

Eagle Point Community Development	Harbourage at Braden River District		Community Development District

East Nassau Stewardship District	Harmony Community Development
District
Eastlake Oaks Community
Development District	Harmony West Community Development District
Easton Park Community Development
District	Harrison Ranch Community
Development District
Estancia @ Wiregrass Community
Development District	Hawkstone Community Development District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Heritage Harbor Community	Madeira Community Development
Development District	District

Heritage Isles Community	Marhsall Creek Community
Development District	Development District

Heritage Lake Park Community	Meadow Pointe IV Community
Development District	Development District

Heritage Landing Community	Meadow View at Twin Creek
Development District	Community Development District

Heritage Palms Community	Mediterra North Community
Development District	Development District

Heron Isles Community	Midtown Miami Community
Development District	Development District

Heron Isles Community Development	Mira Lago West Community District		Development District

Highland Meadows II Community	Montecito Community
Development District	Development District

Julington Creek Community	Narcoossee Community
Development District	Development District

Laguna Lakes Community	Naturewalk Community
Development District	Development District

Lake Bernadette Community	New Port Tampa Bay Community
Development District	Development District

Lakeside Plantation Community	Overoaks Community Development
Development District	District

Landings at Miami Community	Panther Trace II Community
Development District	Development District

Legends Bay Community	Paseo Community Development
Development District	District

Lexington Oaks Community	Pine Ridge Plantation Community
Development District	Development District

Live Oak No. 2 Community	Piney Z Community Development
Development District	District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)
Poinciana Community	Sampson Creek Community
Development District	Development District

Poinciana West Community	San Simeon Community
Development District	Development District

Port of the Islands Community	Six Mile Creek Community
Development District	Development District

Portofino Isles Community	South Village Community
Development District	Development District

Quarry Community Development	Southern Hills Plantation I
District	Community Development District

Renaissance Commons Community	Southern Hills Plantation III Development District		Community Development District

Reserve Community	South Fork Community
Development District	Development District

Reserve #2 Community	St. John's Forest Community
Development District	Development District

River Glen Community	Stoneybrook South Community
Development District	Development District

River Hall Community	Stoneybrook South at ChampionsGate
Development District	Community Development District

River Place on the St. Lucie	Stoneybrook West Community
Community Development District	Development District

Rivers Edge Community	Tern Bay Community
Development District	Development District

Riverwood Community	Terracina Community Development
Development District	District

Riverwood Estates Community	Tison's Landing Community
Development District	Development District

Rolling Hills Community	TPOST Community Development
Development District	District

Rolling Oaks Community Development District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Triple Creek Community	Vizcaya in Kendall
Development District	Development District

TSR Community Development	Waterset North Community
District	Development District

Turnbull Creek Community	Westside Community Development
Development District	District

Twin Creeks North Community	WildBlue Community Development
Development District	District

Urban Orlando Community	Willow Creek Community
Development District	Development District

Verano #2 Community	Willow Hammock Community
Development District	Development District

Viera East Community	Winston Trails Community
Development District	Development District

VillaMar Community	Zephyr Ridge Community
Development District	Development District

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Other Governmental Organizations

City of Westlake

Florida Inland Navigation District Fort Pierce Farms Water Control
District

Indian River Regional Crime Laboratory, District 19, Florida

Viera Stewardship District

Office of the Medical Examiner, District 19

Rupert J. Smith Law Library of St. Lucie County
St. Lucie Education Foundation Seminole Improvement District Troup Indiantown Water
Control District

Current or Recent Single Audits,

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

Gateway Services Community Development District

Members of our audit team have acquired extensive experience from performing or participating in over 2,100 audits of governments, independent special taxing districts, school boards, and other agencies that receive public money and utilize fund accounting.

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

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

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

Indian River Martin Okeechobee Palm Beach

Municipalities

City of Port St. Lucie City of Vero Beach Town of Orchid

GOVERNMENTAL AUDIT EXPERIENCE (CONTINUED)

Special Districts

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

Schools and Colleges

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

State and County Agencies

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

FEE SCHEDULE

We propose the fee for our audit services described below to be $3,250 for the year ended September 30, 2021, $3,800 for the years ended September 30, 2022 and 2023, and $3,950 for the years ended September 30, 2024 and 2025. The fee is contingent upon the financial records and accounting systems of North River Ranch Improvement Stewardship District being “audit ready” and the financial activity for the District is not materially increased. If we discover that additional preparation work or subsidiary schedules are needed, we will consult with your authorized representative. We can assist with this additional work at our standard rates should you desire.

SCOPE OF WORK TO BE PERFORMED

If selected as the District's auditors, we will perform a financial and compliance audit in accordance with Section 11.45, Florida Statutes, in order to express an opinion on an annual basis on the financial statements of North River Ranch Improvement Stewardship District as of September 30, 2021, 2022, 2023, 2024, and 2025. The audits will be performed to the extent necessary to express an opinion on the fairness in all material respects with which the financial statements present the financial position, results of operations and changes in financial position in conformity with generally accepted accounting principles and to determine whether, for selected transactions, operations are properly conducted in accordance with legal and regulatory requirements. Reportable conditions that are also material weaknesses shall be identified as such in the Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters. Other (non-reportable) conditions discovered during the course of the audit will be reported in a separate letter to management, which will be referred to in the Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters.

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

J. W. Gaines, CPA, CITP
Director – 41 years

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

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

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

David S. McGuire, CPA, CITP Accounting and Audit Principal – 18 years Accounting and Audit Manager – 4 years Staff Accountant	– 11 years
Education
University of Central Florida, B.A. – Accounting
Barry University – Master of Professional Accountancy
Registrations
Certified Public Accountant – State of Florida, State Board of Accountancy
Certified Information Technology Professional (CITP) – American Institute of Certified Public Accountants
Certified Not-For-Profit Core Concepts 2018
Professional Affiliations/Community Service
Member of the American and Florida Institutes of Certified Public Accountants
Associate Member, Florida Government Finance Office Associates
Assistant Coach – St. Lucie County Youth Football Organization (1994 – 2005)
Assistant Coach – Greater Port St. Lucie Football League, Inc. (2006 – 2010)
Board Member – Greater Port St. Lucie Football League, Inc. (2011 – 2017)
Treasurer, AIDS Research and Treatment Center of the Treasure Coast, Inc. (2000 – 2003)
Board Member/Treasurer, North Treasure Coast Chapter, American Red Cross (2004 – 2010)
Member/Board Member of Port St. Lucie Kiwanis (1994 – 2001)
President (2014/15) of Sunrise Kiwanis of Fort Pierce (2004 – 2017)
St. Lucie District School Board Superintendent Search Committee (2013 – present)
Board Member – Phrozen Pharoes (2019-2021)
Professional Experience
Twenty-eight years public accounting experience with an emphasis on nonprofit and governmental organizations.
Audit Manager in-charge on a variety of audit and review engagements within several industries, including the following government and nonprofit organizations:
St. Lucie County, Florida
19th Circuit Office of Medical Examiner Troup Indiantown Water Control District
Exchange Club Center for the Prevention of Child Abuse, Inc. Healthy Kids of St. Lucie County
Mustard Seed Ministries of Ft. Pierce, Inc. Reaching Our Community Kids, Inc.
Reaching Our Community Kids - South
St. Lucie County Education Foundation, Inc. Treasure Coast Food Bank, Inc.
North Springs Improvement District
Four years of service in the United States Air Force in computer operations, with a top secret (SCI/SBI) security clearance.

Commitment to Quality Service

Personnel Qualifications and Experience

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

David F. Haughton, CPA
Accounting and Audit Manager – 30 years

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

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

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

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

Counties:
St. Lucie County

Municipalities: City of Fort Pierce City of Stuart

Commitment to Quality Service

Personnel Qualifications and Experience

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

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

Matthew Gonano, CPA
Senior Staff Accountant – 10 years

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

Professional Affiliations/Community Service

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

Professional Experience

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

Continuing Professional Education
Mr. Gonano has participated in numerous continuing professional education courses.

Commitment to Quality Service

Personnel Qualifications and Experience

Paul Daly
Staff Accountant – 9 years

Education
Florida Atlantic University, B.S. – Accounting

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

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

Commitment to Quality Service

Personnel Qualifications and Experience

Melissa Marlin
Senior Staff Accountant – 7 years

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

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

Continuing Professional Education
Mrs. Marlin participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.
Mrs. Marlin is currently studying to pass the CPA exam.

Commitment to Quality Service

Personnel Qualifications and Experience

Bryan Snyder
Staff Accountant – 5 years

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

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

Continuing Professional Education
Mr. Snyder participates in numerous continuing education courses and plans on working to acquire his CPA certificate.
Mr. Snyder is currently studying to pass the CPA exam.

Commitment to Quality Service

Personnel Qualifications and Experience

Maritza Stonebraker
Staff Accountant – 4 years

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

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

Continuing Professional Education
Mrs. Stonebraker participates in numerous continuing education courses and plans on acquiring her CPA.
Mrs. Stonebraker is currently studying to pass the CPA exam.

Commitment to Quality Service

Personnel Qualifications and Experience

Jonathan Herman, CPA
Senior Staff Accountant – 7 years

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

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

Continuing Professional Education
Mr. Herman participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.

Commitment to Quality Service

Personnel Qualifications and Experience

Sean Stanton, CPA
Staff Accountant – 4 years

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

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

Continuing Professional Education
Mr. Stanton participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.

Commitment to Quality Service

Personnel Qualifications and Experience

Taylor Nuccio
Staff Accountant – 3 years

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

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

Continuing Professional Education
Ms. Nuccio participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.
Ms. Nuccio is currently working towards completing an additional 30 hours of education to qualify to sit for CPA exam.

Commitment to Quality Service

Personnel Qualifications and Experience

Kirk Vasser
Staff Accountant – 1 year

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

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

Continuing Professional Education
Mr. Vasser participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.
Mr. Vasser is currently working towards completing an additional 30 hours of education to qualify to sit for CPA exam.

Commitment to Quality Service

Personnel Qualifications and Experience

Madison Ballash
Staff Accountant – 1 year

Education
Indian River State College, B.S.A. – Accounting (May 2020)

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

Continuing Professional Education
Ms. Ballash participates in numerous continuing professional education courses provided by nationally recognized sponsors to keep abreast of the latest developments.
Ms. Ballash is currently working towards completing an additional 30 hours of education to qualify to sit for CPA exam.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT REQUEST FOR PROPOSALS

District Auditing Services for Fiscal Year 2021
Manatee County, Florida

INSTRUCTIONS TO PROPOSERS

SECTION 1. DUE DATE. Sealed proposals must be received no later than May 4, 2021, at 5:00 PM., at the offices of the District Manager, PFM Consulting Group, LLC, located at 12051 Corporate Boulevard, Orlando, Florida 32817.

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

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

SECTION 4.   SUBMISSION   OF   ONLY   ONE   PROPOSAL.   Proposers   shall   be
disqualified and their proposals rejected if the District has reason to believe that collusion may exist among the Proposers, the Proposer has defaulted on any previous contract or is in arrears on any previous or existing contract, or for failure to demonstrate proper licensure and business organization.

SECTION 5. SUBMISSION OF PROPOSAL. Each Proposer shall submit three (3) hard copies and one (1) electronic copy of the Proposal Documents (defined below), and other requested attachments at the time and place indicated herein, which shall be enclosed in an opaque sealed envelope, marked with the title “Auditing Services – “North River Ranch Improvement Stewardship District” on the face of it.

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

SECTION 7. PROPOSAL DOCUMENTS. The proposal documents shall consist of the notice announcing the request for proposals, these instructions, the evaluation criteria and a proposal with all required documentation pursuant to Section 12 of these instructions (the “Proposal Documents”).

SECTION 8. PROPOSAL. In making its proposal, each Proposer represents that it has read and understands the Proposal Documents and that the proposal is made in accordance there with.

SECTION 9. BASIS OF AWARD/RIGHT TO REJECT. The District reserves the right to reject any and all proposals, make modifications to the work, and waive any informalities or irregularities in proposals as it is deemed in the best interests of the District.

SECTION 10. CONTRACT AWARD. Within fourteen (14) days of receipt of the Notice of Award from the District, the Proposer shall enter into and execute a contract or engagement letter with the District.

SECTION 11. LIMITATION OF LIABILITY. Nothing herein shall be construed as or constitute a waiver of District’s limited waiver of liability contained in section 768.28, Florida Statutes, or any other statute or law.

SECTION 12. CONTENTS OF PROPOSALS. All proposals shall include the following information in addition to any other requirements of the Proposal Documents.

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

Describe proposed staffing levels, including resumes with applicable certifications.

Provide three (3) references from projects of similar size and scope. The Proposer should include information relating to the work it conducted for each reference as well as a name, address and phone number of a contact person. Identify any work previously conducted for other community development districts.

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

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

SECTION 14. EVALUATION OF PROPOSALS. The criteria to be used in the evaluation of proposals are presented in the evaluation criteria, contained within the Proposal Documents.

AUDITOR SELECTION EVALUATION CRITERIA (WITH PRICE)

Ability of Personnel.	(20 Points)

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

Proposer’s Experience.	(20 Points)

This includes past record and experience of the Proposer in similar projects; volume of work previously performed by the firm; past performance for other community development districts in other contracts; character, integrity, reputation, of respondent, etc.

Understanding of Scope of Work.	(20 Points)

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

Ability to Furnish the Required Services.	(20 Points)

Extent to which the proposal demonstrates the adequacy of Proposer’s financial resources and stability as a business entity necessary to complete the services required.

Price.	(20 Points)

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

Proposal to Provide
Financial Auditing Services:
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Due Date: May 04, 2021 5:00PM

Submitted to:
North River Ranch
Improvement Stewardship District c/o Vivian Carvalho, District Manager 12051 Corporate Boulevard
Orlando, Florida 32817

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

Table of Contents

PAGE

EXECUTIVE SUMMARY / TRANSMITTAL LETTER	1
FIRM QUALIFICATIONS	3
FIRM & STAFF EXPERIENCE	6
REFERENCES	11
SPECIFIC AUDIT APPROACH	13
COST OF SERVICES	17
SUPPLEMENTAL INFORMATION	19

May 04, 2021

North River Ranch Improvement Stewardship District c/o Vivian Carvalho, District Manager
12051 Corporate Boulevard
Orlando, Florida 32817

Re:	Request for Proposal for Professional Auditing Services for the fiscal year ended September 30, 2021, with an option for four (4) additional annual renewals.

Grau & Associates (Grau) welcomes the opportunity to respond to the North River Ranch Improvement Stewardship District’s (the “District”) Request for Proposal (RFP), and we look forward to working with you on your audit. We are an energetic and robust team of knowledgeable professionals and are a recognized leader of providing services to Community Development Districts. As one of Florida’s few firms to primarily focus on government, we are especially equipped to provide you an effective and efficient audit.

Special district audits are at the core of our practice: we have a total of 360 clients, 329 or 91% of which are special districts. We know the specifics of the professional services and work products needed to meet your RFP requirements like no other firm. With this level of experience, we are able to increase efficiency, to provide immediate and continued savings, and to minimize disturbances to client operations.

Why Grau & Associates:

Knowledgeable Audit Team
Grau is proud that the personnel we assign to your audit are some of the most seasoned auditors in the field. Our staff performs governmental engagements year round. When not working on your audit, your team is refining their audit approach for next year’s audit. Our engagement partners have decades of experience and take a hands-on approach to our assignments, which all ensures a smoother process for you.

Servicing your Individual Needs
Our clients enjoy personalized service designed to satisfy their unique needs and requirements. Throughout the process of our audit, you will find that we welcome working with you to resolve any issues as swiftly and easily as possible. In addition, due to Grau’s very low turnover rate for our industry, you also won’t have to worry about retraining your auditors from year to year.

Developing Relationships
We strive to foster mutually beneficial relationships with our clients. We stay in touch year round, updating, collaborating and assisting you in implementing new legislation, rules and standards that affect your organization. We are also available as a sounding board and assist with technical questions.

Maintaining an Impeccable Reputation
We have never been involved in any litigation, proceeding or received any disciplinary action. Additionally, we have never been charged with, or convicted of, a public entity crime of any sort. We are financially stable and have never been involved in any bankruptcy proceedings.

Complying With Standards
Our audit will follow the Auditing Standards of the AICPA, Generally Accepted Government Auditing Standards, issued by the Comptroller General of the United States, and the Rules of the Auditor General of the State of Florida, and any other applicable federal, state and local regulations. We will deliver our reports in accordance with your requirements.

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

We would be happy to answer any questions or to provide any additional information. We are genuinely excited about the prospect of serving you and establishing a long-term relationship. Please do not hesitate to call or email either of our Partners, Antonio J. Grau, CPA (tgrau@graucpa.com) or Racquel McIntosh, CPA (rmcintosh@graucpa.com) at 561.994.9299. We thank you for considering our firm’s qualifications and experience.

Very truly yours, Grau & Associates
Antonio J. Grau

Firm Qualifications

Grau’s Focus and Experience

Our Team

3
Partners

10
Professional Staff

2
Administrative Professionals

9/13
Auditors are CPAS

Year founded

Services Provided

297

Community Development Districts Served

Properly registered and
licensed professional corporation by the state of FLORIDA

9
Professional Groups

We are proud Members of the American Institute of Certified Public Accountants
&
the Florida Institute of Certified Public Accountants

See next page for report and certificate

 External quality review program: consistently receives a pass
 Internal: ongoing monitoring to maintain quality

AICPA | FICPA | GFOA | FASD | FGFOA

Firm & Staff Experience

GRAU AND ASSOCIATES COMMUNITY
DEVELOPMENT DISTRICT EXPERIENCE BY MANAGEMENT COMPANY

OTHER
19

PFM
12

WRATHELL
30

GMS
78

INFRAMARK
38

SDS
60

RIZZETTA
47

MERITUS
23

Profile Briefs:

Antonio J GRAU, CPA (Partner)
Years Performing Audits: 30+
CPE (last 2 years): Government Accounting, Auditing: 24 hours; Accounting, Auditing and Other: 58 hours
Professional Memberships: AICPA, FICPA, FGFOA, GFOA

Racquel McIntosh, CPA (Partner)
Years Performing Audits: 14+
CPE (last 2 years): Government Accounting, Auditing: 38 hours; Accounting, Auditing and Other: 56 hours
Professional Memberships: AICPA, FICPA, FGFOA, FASD

“Here at Grau & Associates, staying up to date with the current technological landscape is one of our top priorities. Not only does it provide a more positive experience for our clients, but it also allows us to perform a more effective and efficient audit. With the every changing technology available and utilized by our clients, we are constantly innovating our audit process.”
-	Tony Grau
“Quality audits and exceptional client service are at the heart of every decision we make. Our clients trust us to deliver a quality audit, adhering to high standards and assisting them with improvements for their organization.”
-Racquel McIntosh

YOUR ENGAGEMENT TEAM

Grau’s client-specific engagement team is meticulously organized in order to meet the unique needs of each client. Constant communication within our solution team allows for continuity of staff and audit team.

Grau contracts with an outside group of IT management consultants to assist with matters including, but not limited to; network and database security, internet security and vulnerability testing.

An advisory consultant will be available as a sounding board to advise in those areas where problems are encountered.

The assigned personnel will work closely with the partner and the District to ensure that the financial statements and all other reports are prepared in accordance with professional standards and firm policy.
Responsibilities will include planning the audit; communicating with the client and the partners the progress of the audit; and
determining that financial statements and all reports issued by the firm are accurate, complete and are prepared in accordance with professional standards and firm policy.

The Engagement Partner will participate extensively during the various stages of the engagement and has direct responsibility for engagement policy, direction, supervision, quality control, security, confidentiality of information of the engagement and communication with client personnel. The engagement partner will also be involved directing the development of the overall audit approach and plan; performing an overriding review of work papers and ascertain client satisfaction.

Antonio ‘Tony ‘ J. Grau, CPA
Partner
Contact: tgrau@graucpa.com | (561) 939-6672
Experience
For over 30 years, Tony has been providing audit, accounting and consulting services to the firm’s governmental, non-profit, employee benefit, overhead and arbitrage clients. He provides guidance to clients regarding complex accounting issues, internal controls and operations.
As a member of the Government Finance Officers Association Special Review Committee, Tony participated in the review process for awarding the GFOA Certificate of Achievement in Financial Reporting. Tony was also the review team leader for the Quality Review of the Office of Management Audits of School Board of Miami-Dade County. Tony received the AICPA advanced level certificate for governmental single audits.

Education
University of South Florida (1983)
Bachelor of Arts Business Administration

Clients Served (partial list)
(>300) Various Special Districts, including:

Bayside Improvement Community Development District Dunes Community Development District
Fishhawk Community Development District (I,II,IV) Grand Bay at Doral Community Development District Heritage Harbor North Community Development District

Boca Raton Airport Authority Greater Naples Fire Rescue District
Key Largo Wastewater Treatment District Lake Worth Drainage District
South Indian River Water Control

St. Lucie West Services District
Ave Maria Stewardship Community District Rivers Edge II Community Development District Bartram Park Community Development District
Bay Laurel Center Community Development District

Professional Associations/Memberships
American Institute of Certified Public Accountants Florida Government Finance Officers Association Florida Institute of Certified Public Accountants Government Finance Officers Association Member City of Boca Raton Financial Advisory Board Member

Professional Education (over the last two years)
Course	Hours
Government Accounting and Auditing	24
Accounting, Auditing and Other	56
Total Hours	80 (includes of 4 hours of Ethics CPE)

Racquel C. McIntosh, CPA
Partner
Contact : rmcintosh@graucpa.com | (561) 939-6669
Experience
Racquel has been providing government audit, accounting and advisory services to our clients for over 14 years. She serves as the firm’s quality control partner; in this capacity she closely monitors engagement quality ensuring standards are followed and maintained throughout the audit.
Racquel develops in-house training seminars on current government auditing, accounting, and legislative topics and also provides seminars for various government organizations. In addition, she assists clients with implementing new accounting software, legislation, and standards.

Education
Florida Atlantic University (2004)
Master of Accounting Florida Atlantic University (2003)
Bachelor of Arts: Finance, Accounting

Clients Served (partial list)
(>300) Various Special Districts, including:

Carlton Lakes Community Development District Golden Lakes Community Development District Rivercrest Community Development District South Fork III Community Development District TPOST Community Development District

East Central Regional Wastewater Treatment Facilities Indian Trail Improvement District
Pinellas Park Water Management District Ranger Drainage District
South Trail Fire Protection and Rescue Service District

Westchase Community Development District Monterra Community Development District
Palm Coast Park Community Development District Long Leaf Community Development District Watergrass Community Development District

Professional Associations/ Memberships
American Institute of Certified Public Accountants	FICPA State & Local Government Committee Florida Institute of Certified Public Accountants	FGFOA Palm Beach Chapter

Professional Education (over the last two years)
Course	Hours
Government Accounting and Auditing	47
Accounting, Auditing and Other	58
Total Hours	105 (includes of 4 hours of Ethics CPE)

References

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

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

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

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

Specific Audit Approach

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

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

PHASE I:
Preliminary Planning

PHASE II:
Execution of the Audit Plan

PHASE III:
Completion and Delivery

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

During this phase we will perform the following activities:
» Review the regulatory, statutory and compliance requirements. This will include a review of applicable federal and state statutes, resolutions, bond documents, contracts, and other agreements;
» Read minutes of meetings;
» Review major sources of information such as budgets, organization charts, procedures, manuals, financial systems, and management information systems;
» Obtain an understanding of fraud detection and prevention systems;
» Obtain and document an understanding of internal control, including knowledge about the design of relevant policies, procedures, and records, and whether they have been placed in operation;
» Assess risk and determine what controls we are to rely upon and what tests we are going to perform and perform test of controls;
» Develop audit programs to incorporate the consideration of financial statement assertions, specific audit objectives, and appropriate audit procedures to achieve the specified objectives;
» Discuss and resolve any accounting, auditing and reporting matters which have been identified.

Phase II – Execution of Audit Plan
The audit team will complete a major portion of transaction testing and audit requirements during this phase. The procedures performed during this period will enable us to identify any matter that may impact the completion of our work or require the attention of management. Tasks to be performed in Phase II include, but are not limited to the following:
» Apply analytical procedures to further assist in the determination of the nature, timing, and extent of auditing procedures used to obtain evidential matter for specific account balances or classes of transactions;
» Perform tests of account balances and transactions through sampling, vouching, confirmation and other analytical procedures; and
» Perform tests of compliance.
Phase III - Completion and Delivery

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

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

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

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

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

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

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

Is the recommendation cost effective?

Is the recommendation the simplest to effectuate in order to correct a problem?

Is the recommendation at the heart of the problem and not just correcting a symptomatic matter?

Is the corrective action taking into account why the deficiency occurred?

Our findings will contain a statement of condition describing the situation and the area that needs strengthening, what should be corrected and why. Our suggestions will withstand the basic tests of corrective action:

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

Communications
We emphasize a continuous, year-round dialogue between the District and our management team. We regularly communicate through personal telephone calls and electronic mail throughout the audit and on a regular basis.
Our clients have the ability to transmit information to us on our secure client portal with the ability to assign different staff with separate log on and viewing capability. This further facilitates efficiency as all assigned users receive electronic mail notification as soon as new information has been posted into the portal.

Cost of Services

Our proposed all-inclusive fees for the financial audit for the fiscal years ended September 30, 2021-2025 are as follows:

    Year Ended September 30,		 	Fee		
2021	$4,000	
2022	$4,200	
2023	$4,400	
2024	$4,600	
2025	$4,800	

TOTAL (2021-2025)	$22,000
The above fees are based on the assumption that the District maintains its current level of operations. Should conditions change or Bonds are issued the fees would be adjusted accordingly upon approval from all parties concerned.

Supplemental Information

PARTIAL LIST OF CLIENTS

	Governmental Audit	Single Audit	Utility Audit	
Current Client	
Year End	
Boca Raton Airport Authority					9/30	
Captain's Key Dependent District					9/30	
Central Broward Water Control District					9/30	
Collier Mosquito Control District					9/30	
Coquina Water Control District					9/30	
East Central Regional Wastewater Treatment Facility					9/30	
Florida Green Finance Authority					9/30	
Greater Boca Raton Beach and Park District					9/30	
Greater Naples Fire Control and Rescue District					9/30	
Green Corridor P.A.C.E. District					9/30	
Hobe-St. Lucie Conservancy District					9/30	
Indian River Mosquito Control District					9/30	
Indian Trail Improvement District					9/30	
Key Largo Waste Water Treatment District					9/30	
Lake Padgett Estates Independent District					9/30	
Lake Worth Drainage District					9/30	
Lealman Special Fire Control District					9/30	
Loxahatchee Groves Water Control District					9/30	
Old Plantation Control District					9/30	
Pal Mar Water Control District					9/30	
Pinellas Park Water Management District					9/30	
Pine Tree Water Control District (Broward)					9/30	
Pinetree Water Control District (Wellington)					9/30	
Ranger Drainage District					9/30	
Renaissance Improvement District					9/30	
San Carlos Park Fire Protection and Rescue Service District					9/30	
Sanibel Fire and Rescue District					9/30	
South Central Regional Wastewater Treatment and Disposal Board					9/30	
South-Dade Venture Development District					9/30	
South Indian River Water Control District					9/30	
South Trail Fire Protection & Rescue District					9/30	
Spring Lake Improvement District					9/30	
St. Lucie West Services District					9/30	
Sunshine Water Control District					9/30	
West Villages Improvement District					9/30	
Various Community Development Districts (297)					9/30	
TOTAL	333	5	3	328		

ADDITIONAL SERVICES

CONSULTING / MANAGEMENT ADVISORY SERVICES

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

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

ARBITRAGE

The federal government has imposed complex rules to restrict the use of tax-exempt financing. Their principal purpose is to eliminate any significant arbitrage incentives in a tax-exempt issue. We have determined the applicability of these requirements and performed the rebate calculations for more than 150 bond issues, including both fixed and variable rate bonds.

73

Current Arbitrage Calculations

We look forward to providing North River Ranch Improvement Stewardship District with our resources and experience to accomplish not only those minimum requirements set forth in your Request for Proposal, but to exceed those expectations!

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

North River Ranch Improvement Stewardship District

Ranking of Auditing Services Proposals

North River Ranch Improvement Stewardship District	
Auditor Selection - Manager's Recommended Rankings	

Criteria	Possible Points	Berger, Toombs	Berger, Toombs	Grau & Associates	Grau & Associates	

Ability of Personnel	

20.0	Qualified, Multiple CPAs on Staff	

20.0	Qualified, Multiple CPAs on Staff	

20.0	

Proposer's Experience	

20.0	
Extensive CDD Experience	

20.0	
Extensive CDD Experience	

20.0	

Understanding of Scope of Work	

20.0	

Sufficient	

20.0	

Sufficient	

20.0	

Ability to Furnish Required Services	

20.0	

Capable	

20.0	

Capable	

20.0	

$3,250 +		

$4,000 +		
Price for Services		$3,800 +
$3,800 +$3,950		$4,200 +
$4,400 +$4,600		
for		+		+		
Five Years	20.0	$3,950=$18,750	20.0	$4,800=$22,000	17.0	
Total	100.0		100.0		97.0	

North River Ranch Improvement Stewardship District

Review of Auditor Selection Committee Rankings & Selection of Auditor

North River Ranch Improvement Stewardship District

Consideration of the Minutes of the April 14, 2021 Board of Supervisors’ Meeting

MINUTES OF MEETING

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT BOARD OF SUPERVISORS’ MEETING MINUTES
Wednesday, April 14, 2021 at 2:30 p.m. 8141 Lakewood Main Street, Bradenton, FL 34202
Board Members present via phone or in person: Pete Williams	Chairman
Priscilla Heim	Vice Chairman
Janice Snow	Assistant Secretary
John Blakley	Assistant Secretary
Dale Weidemiller	Assistant Secretary Also present via phone or inperson:
Vivian Carvalho	District Manager- PFM Group Consulting, LLC
Venessa Ripoll	Assistant District Manager- PFM Group Consulting, LLC
(via phone)
Jonathan Johnson	District Counsel- Hopping Green & Sams
Rob Engle	District Engineer- Stantec	(via phone)
Tom Panaseny	Neal Communities	(via phone) Jim Schier	Neal Communities
John McKay	Neal Communities
Misty Taylor	Bryant Miller Olive P.A.	(via phone)
Sete Zare	MBS Capital Markets	(via phone)

FIRST ORDER OF BUSINESS	Administrative Matters

Call to Order and Roll Call

Ms. Carvalho called to order at 2:39 p.m. the meeting of the Board of Supervisors of the North River Ranch Improvement Stewardship District and proceeded with roll call. The persons in attendance are outlined above either in person or via speakerphone.

Public Comment Period

There were no members of the public present at this time.

SECOND ORDER OF BUSINESS	Business Matters

1 | P age 

Appointment of Auditor Selection Committee

Ms. Carvalho explained since the intent of this District is to issue bonds, the District will have to start the process of selecting an auditor. Typically the Board of Supervisors will appoint themselves as the Auditor Selection Committee. After this meeting, the Auditor Selection Committee Meeting will hold a meeting to establish an evaluation criteria to score the auditing services proposal.

On MOTION by Mr. Williams, seconded by Mr. Blakley, with all in favor, the Board appointed itself as the Auditor Selection Committee.

Consideration of the Minutes of the February 10, 2021
Organizational Meeting Minutes
The Board reviewed the Minutes of the February 10, 2021 Organizational Meeting Minutes.

On MOTION by Mr. Williams, seconded by Mr. Weidemiller, with all in favor, the Board approved the Minutes of the February 10, 2021 Organizational Meeting Minutes.

Public Hearing on the Adoption of the District’s Fiscal Year 2020-
2021 Budget
Public Comments and Testimony
Board Comments
Consideration of Resolution 2021-25, Adopting Fiscal Year 2020-2021 Budget and Appropriating Funds

2 | P age 

Ms. Carvalho requested a motion to open the Public Hearing on the Adoption of the District’s Fiscal Year 2020-2021 Budget

On MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the Board opened the Public Hearing.

Ms. Carvalho presented Resolution 2021-25, which adopts the Fiscal Year 2021 Budget. There were no public comments.

On MOTION by Mr. Williams, seconded by Mr. Blakley, with all in favor, the Board approved Resolution 2021-25, Adopting Fiscal Year 2020-2021 Budget and Appropriating Funds.

Ms. Carvalho requested a motion to close the Public Hearing on the adoption of the District’s Fiscal Year 2020-2021 Budget.

On MOTION by Mr. Weidemiller, seconded by Mr. Blakley, with all in favor, the Board closed the Public Hearing.

Public Hearing on the Adoption of District Rules of Procedure
Public Comments and Testimony
Board Comments
Consideration of Resolution 2021-26, Adopting Rules of Procedure

Ms. Carvalho requested a motion to open the Public Hearing for the adoption of the District Rules of Procedure.

On MOTION by Mr. Williams, seconded by Mr. Weidemiller, with all in favor, the Board opened the Public Hearing.

Ms. Carvalho presented Resolution 2021-26, which adopts the Rules of Procedure. These include all the changes to the Florida State Statutes that have been implemented. There were no public comments.

On MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the Board approved Resolution 2021-26, Adopting Rules of Procedure.

Ms. Carvalho requested a motion to close the Public Hearing.

On MOTION by Mr. Williams, seconded by Ms. Heim, with all in favor, the Board closed the Public Hearing.

Public Hearing on the District’s Use of the Uniform Method of Levying, Collection and Enforcing Non- Ad Valorem Assessments
Public Comments and Testimony
Board Comments
Consideration of Resolution 2021-27, Adopting the Uniform Method

Ms. Carvalho requested a motion to open the Public Hearing to adopt the Uniform Method of Levying, Collection, and Enforcing Non- Ad Valorem Assessments.

On MOTION by Mr. Williams, seconded by Mr. Weidemiller, with all in favor, the Board opened the Public Hearing.

Ms. Carvalho presented Resolution 2021-27, which adopts Uniform Method. There were no public comments.

On MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the Board approved Resolution 2021-27, Adopting the Uniform Method.

Ms. Carvalho requested a motion to close the Public Hearing.

On MOTION by Mr. Williams, seconded by Mr. Blakley, with all in favor, the Board closed the Public Hearing.

Consideration of Resolution 2021- 28, Amending Resolution 2021-02 to Re-Set the Date and Time of the Public Hearing on the Merger Agreement

Ms. Carvalho suggested May 12, 2021 as a Public Hearing date for the Merger Agreement.

On MOTION by Mr. Williams, seconded by Mr. Blakley, with all in favor, the Board approved Resolution 2021-08, Amending Resolution 2021-02 to Re-Set the Date and Time of the Public Hearing on the Merger Agreement for May 12, 2021.

Consideration of Statement of Qualifications for the Position of District Engineer

Ms. Carvalho explained after the Organizational Meeting, District staff proceeded with the RFQ to get bids for a District Engineer and received one bid back from Stantec.

On MOTION by Mr. Williams, seconded by Mr. Weidemiller, with all in favor, the Board approved Stantec as the District Engineer.

Ratification of Funding Request #1-5

On MOTION by Mr. Weidemiller, seconded by Mr. Williams, with all in favor, the Board ratified Funding Request #1-5.

The Board reviewed Funding Request #1-5.

Review	of	Districts	Financial Statements

The Board reviewed the District Financial Statements through March 31, 2021.

On MOTION by Mr. Weidemiller, seconded by Ms. Snow, with all in favor, the Board approved the District Financial Statements through March 31, 2021.

THIRD ORDER OF BUSINESS	Other Business

Staff Reports

District Counsel – Mr. Johnson commented on the timing of the dissolution of the two CDDs on the ultimate merger with the Stewardship District. After the District’s May meeting, the District should be in a position where the documents can be signed and finalized. It can be filed with Manatee County to ask them to place the dissolution ordinances on their agenda. The exact timing depends on project-specific decisions concerning each of those Districts. At least one of them is looking to access the bond market for additional construction funds. If so, the desire would be to keep those final documents ready to be filed but not filed until after those bonds are issued.

District Engineer – Mr. Engle asked a question related to the timing. Mr. Engle stated there are various contracts with the other Districts, and he asked Mr. Johnson if they will all be assigned to the new District or will they continue until completed. Mr. Johnson responded that some of the contracts would be assigned to the extent they haven’t been replaced by contracts already directly with the Stewardship District as Amenity Management or Landscape Agreements. Some agreements are already duplicated, such as this District has already hired PFM and Stantec, and those contracts with the other Districts would be terminated. A Mutual Termination Document would be prepared for each of those. Still, otherwise, the Merger Agreement provides that the balance of the contracts would be assigned over to the Stewardship District and will then be Stewardship District contracts. Ms. Carvalho explained she had initiated this process with Mr. Johnson for all the contracts currently for Fieldstone CDD and North River Ranch CDD, so he has an idea as to which contracts will be assigned and or terminated

Mr. Williams asked if the District needed to get the approval of the other parties. Mr. Johnson explained it would be by operation of law under the Statute and the Special Act,

the execution of the Merger Agreement operates like that. It should not affect the vendors as they will still be in contract with a governmental body; it is just a successor in interest.

District Manager – Ms. Carvalho noted for the record that the next scheduled meeting will be in May. The District will initiate the Fiscal Year 2022 Proposed Budget process at that meeting. The District will be working with Neal Communities representatives in the preparation of the Draft Budget for the District.

FOURTH ORDER OF BUSINESS	Supervisor Requests and Audience Comments

There were no Supervisor requests or audience comments.

FIFTH ORDER OF BUSINESS	Adjournment

Ms. Carvalho requested if there are no further business to come before the Board for a motion to adjourn the meeting.

ON MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the April 14, 2021 Board of Supervisor’s Meeting for the North River Ranch Improvement Stewardship District was adjourned at 2:51 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

North River Ranch Improvement Stewardship District

Consideration of the Minutes of the April 14, 2021 Auditor Selection Committee Meeting

MINUTES OF MEETING

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT AUDITOR SELECTION COMMITTEE MEETING MINUTES
Wednesday, April 14, 2021 at 2:30 p.m. 8141 Lakewood Main Street, Bradenton, FL 34202
Committee Members present via phone or in-person: Pete Williams	Committee Member
Janice Snow	Committee Member
Priscilla Heim	Committee Member
John Blakley	Committee Member
Dale Weidemiller	Committee Member Also present via phone or in-person:
Vivian Carvalho	District Manager- PFM Group Consulting, LLC
Venessa Ripoll	Assistant District Manager- PFM Group Consulting, LLC (via phone)
John McKay	Neal Communities
Jim Schier	Neal Communities
Jonathan Johnson	District Counsel-Hopping Green & Sams (via phone)
Rob Engle	District Engineer-Stantec	(via phone)
Misty Taylor	Bryant Miller Olive P.A.	(via phone)
Sete Zare	MBS Capital Markets	(via phone)

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Ms. Carvalho called to order at 2:52 p.m. the meeting of the Auditor Selection Committee Meeting of the North River Ranch Improvement Stewardship District and proceeded with roll call. The persons in attendance are outlined above either in person or via speakerphone.

SECOND ORDER OF BUSINESS	Review and Approval of Audit Documents
Audit RFP Notice
Instructions to Proposers
Evaluation Criteria – with and without price

The Auditor Selection Committee must approve evaluation criteria to hire an Auditor for the District. The Board of Supervisor for the North River Ranch Improvement Stewardship District already approved the Rules of Procedure which changes that outline how often the District has to go through the Auditor Selection process, and in this case, it is every five years.

Mr. Williams wasn’t sure if the District needed to adhere to the five-year option. A discussion took place. Mr. Johnson agreed with the one-year and option for the 4-year renewal for Auditing Services. The Committee reviewed the Evaluation Criteria.

On MOTION by Mr. Williams, seconded by Mr. Blakley, with all in favor, the Committee approved the Evaluation Criteria with Price,the one-year and option for the 4-year renewal for Auditing Services.

THIRD ORDER OF BUSINESS	Adjournment

Ms. Carvalho requested if there are no further business to come before the Committee for a motion to adjourn the meeting.

ON MOTION by Ms. Williams, seconded by Mr. Blakley, with all in favor, the April 14, 2021 Auditor Selection Committee Meeting for the North River Ranch Improvement Stewardship District was adjourned at 2:55 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

North River Ranch Improvement Stewardship District

Consideration of Resolution 2021-29, Approving a Preliminary Budget for Fiscal Year 2022 and Setting a Public Hearing Date [Suggested Hearing Date of August 11, 2021]

RESOLUTION 2021-29

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

WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors (“Board”) of the North River Ranch Improvement Stewardship District (“District”) a proposed budget (“Proposed Budget”) for the fiscal year beginning October 1, 2021 and ending September 30, 2022 (“Fiscal Year 2021/2022”); and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT:

SECTION 1. APPROVAL OF PROPOSED BUDGET. The Proposed Budget prepared by the District Manager for Fiscal Year 2021/2022 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget.

SECTION 2. SETTING A PUBLIC HEARING. A public hearing on said approved Proposed Budget is hereby declared and set for the following date, hour and location:
DATE:	 		 , 2021 HOUR:	 		  LOCATION:		 	

SECTION 3.	TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL PURPOSE
GOVERNMENT. The District Manager is hereby directed to submit a copy of the Proposed Budget to Manatee County at least 60 days prior to the hearing set above.

SECTION 4. POSTING OF PROPOSED BUDGET. In accordance with Section 189.016, Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District’s website at least two days before the budget hearing date as set forth in Section 2, and shall remain on the website for at least 45 days. If the District does not have its own website,

the District’s Secretary is directed to transmit the approved budget to the manager or administrator of Manatee County for posting on its website.

SECTION 5.	PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

SECTION 6.	EFFECTIVE DATE.	This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED this 12th of May, 2021.

Attest:	NORTH RIVER RANCH
IMPROVEMENT STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chairman

Exhibit A: Fiscal Year 2021/2022 Proposed Budget

North River Ranch Improvement Stewardship District
FY 2022 Proposed O&M Budget

Actual Through 04/30/2021

Anticipated May - Sep.

Anticipated FY 2021 Total

FY 2021
Adopted Budget

FY 2022
Proposed Budget

Revenues		
Developer Contributions	$	13,472.65		$	39,992.22		$	53,464.87		$     148,375.00		$  632,987.50	
Other Income & Other Financing Sources	0.73		-		0.73		-		-	
Net Revenues	$	13,473.38		$	39,992.22		$	53,465.60		$     148,375.00		$  632,987.50	

General & Administrative Expenses										
Supervisor Fees	$	2,000.00	$	5,000.00	$	7,000.00	$	12,000.00	$     12,000.00	
POL Insurance	1,319.00	-	1,319.00	2,475.00	6,020.00	
Trustee Services	-	-	-	6,000.00	6,000.00	
District Management	5,000.01	8,333.35	13,333.36	70,000.00	70,000.00	
Engineering	-	6,250.00	6,250.00	15,000.00	20,000.00	
Dissemination Agent	-	-	-	5,000.00	15,000.00	
District Counsel	7,704.39	12,840.65	20,545.04	20,000.00	22,500.00	
Assessment Administration	-	-	-	-	20,000.00	
Reamortization Schedules	-	-	-	-	250.00	
Audit	-	-	-	6,000.00	12,000.00	
Arbitrage Calculation	-		-		-		-		1,200.00	
Travel and Per Diem	-		208.33		208.33		500.00		500.00	
Telephone	-		83.33		83.33		200.00		200.00	
Postage & Shipping	0.51		125.00		125.51		300.00		300.00	
Copies	-		208.33		208.33		500.00		500.00	
Legal Advertising	617.76		1,029.60		1,647.36		1,000.00		3,000.00	
Bank Fees	-		-		-		-		360.00	
Miscellaneous	125.00		208.33		333.33		500.00		2,750.00	
Office Supplies	-		-		-		-		250.00	
Web Site Maintenance	-		625.00		625.00		5,700.00		2,700.00	
Dues, Licenses, and Fees	175.00		-		175.00		175.00		175.00	
Activities Director of Fun	-		-		-		-		20,000.00	
Maintenance Staff	-		-		-		-		8,000.00	
Mitigation	-		-		-		-		1,200.00	
Stormwater - Repair and Maintenance	-		-		-		-		10,000.00	
Total General & Administration Expenses	$	16,941.67		$	34,911.93		$	51,853.60		$     145,350.00		$  234,905.00	

Brightwood Pavilion - Amenity
Clubhouse Electric

$	-	$	-	$

-	$	-

$	6,000.00

Clubhouse Water
Amenity - Cable TV / Internet / Wi-Fi Amenity - Landscape Maintenance Amenity - Irrigation Repairs
Amenity - Pool Maintenance Amenity - Exterior Cleaning Amenity - Interior Cleaning Amenity - Pest Control
Amenity - Fitness Equipment Leasing
Amenity - Envera Security - 8 monitored Camaras

-	-	-	-	360.00
-	-	-	-	6,600.00
-	-	-	-	10,000.00
-	-	-	-	-
-	-	-	-	10,800.00
-	-	-	-	-
-	-	-	-	6,840.00
-	-	-	-	4,800.00
-	-	-	-	8,340.00
-	-	-	-	9,528.00

Total Brightwood Pavilion - Amenity Expenses	$

-	$	-	$

-	$	-

$     63,268.00

North River Ranch Improvement Stewardship District
FY 2022 Proposed O&M Budget

Actual Through 04/30/2021

Anticipated May - Sep.

Anticipated FY 2021 Total

FY 2021
Adopted Budget

FY 2022
Proposed Budget

Riverfield Verandah - Amenity		
Clubhouse Electric	$	-	$	-	$	-	$	-	$	3,750.00	
Clubhouse Water	-	-	-	-	270.00	
Amenity - Cable TV / Internet / Wi-Fi	-	-	-	-	3,000.00	
Amenity - Landscape Maintenance	-	-	-	-	4,500.00	
Amenity - Pool Maintenance	-	-	-	-	6,480.00	
Amenity - Exterior Cleaning	-	-	-	-	4,500.00	
Amenity - Interior Cleaning	-	-	-	-	3,555.00	
Amenity - Envera Security - 8 monitored Camaras	-	-	-	-	5,359.50	
Total Riverfield Verandah - Amenity Expenses	 
$	-	$	-	$	 
-	$	-	$     31,414.50	

Field Expenses

Electric	$	-	$	-	$	-	$	-	$     12,000.00	
Equipment Rental	-	-	-	-	10,000.00	
General Insurance	1,612.00	-	1,612.00	3,025.00	6,400.00	
Property & Casualty Insurance	-	-	-	-	18,000.00	
Water Reclaimed	-	-	-	-	15,000.00	
Irrigation - Repair and Maintenance	-	-	-	-	5,000.00	
Lake Maintenance	-	-	-	-	25,000.00	
Landscaping Maintenance & Material	-	-	-	-	150,000.00	
Landscape Improvements	-	-	-	-	10,000.00	
Contingency	-	-	-	-	5,000.00	
Equipment Repair & Maintenance	-	-	-	-	5,000.00	
Street Sweeping	-	-	-	-	5,000.00	
Lighting	-	-	-	-	2,000.00	
Streetlights - Leasing	-	-	-	-	35,000.00	
Total Field Expenses	$	1,612.00		$	-		$	1,612.00		$	3,025.00		$	303,400.00	

Total Expenses

  $	18,553.67  

   $	34,911.93	$	53,465.60	$     148,375.00	$   632,987.50  

Income (Loss) from Operations Other Income (Expense)
Interest Income
Total Other Income (Expense)

$	(5,080.29)	$

$	-

$	-	$

5,080.29	$

$
-	$

-	$	-	$	-

-	$	-	$	-

-	$	-	$	-

Net Income (Loss)

$	(5,080.29)	$

5,080.29	$

 
-	$	-	$	-

    

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

Revenues

Developer Contribution

Funding from the Developer.

General & Administrative Expenses

Supervisor Fees

Chapter 190 of the Florida Statutes allows for a member of the Board of Supervisors to be compensated for meeting attendance and to receive up to $200.00 per meeting plus payroll taxes. The amount for the Fiscal Year is based upon all supervisors attending the meetings.

POL (Public Officials’ Liability) Insurance

Supervisors’ and Officers’ liability insurance.

Trustee Services

The Trustee submits invoices annually for services rendered on bond series. These fees are for maintaining the district trust accounts.

District Management

The District receives Management and Administrative services as part of a Management Agreement with PFM Group Consulting, LLC. These services are further outlined in Exhibit “A” of the Management Agreement.

Engineering

The District’s engineer provides general engineering services to the District. Among these services are attendance at and preparation for monthly board meetings, review of invoices, and all other engineering services as requested by the district throughout the year.

Dissemination Agent

When bonds are issued for the District, the Bond Indenture requires continuing disclosure, which the dissemination agent provides to the trustee and bond holders.

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

District Counsel

The District’s legal counsel provides general legal services to the District. Among these services are attendance at and preparation for monthly board meetings, review of operating and maintenance contracts, and all other legal services as requested by the District throughout the year.

Assessment Administration

The District can levy a Non-Ad Valorem assessment on all the assessable property within the District in order to pay for the operating expenditures during the Fiscal Year. It is typically collected via the Tax Collector. The District Manager submits an Assessment Roll to the Tax Collector annually by the deadline set by the Tax Collector or Property Appraiser.

Reamortization Schedules

When debt is paid on a bond series, a new amortization schedule must be recalculated. This can occur up to four times per year per bond issue.

Audit

Chapter 218 of the Florida Statutes requires a District to conduct an annual financial audit by an Independent Certified Public Accounting firm. Some exceptions apply.

Arbitrage Calculation

Annual computations are necessary to calculate arbitrage rebate liability to ensure the District's compliance with all tax regulations.

Travel and Per Diem

Travel to and from meetings as related to the District.

Telephone

Telephone and fax machine services as related to the District.

Postage & Shipping

Mail, overnight deliveries, correspondence, etc.

Copies

Printing and binding Board agenda packages, letterhead, envelopes, and copies.

Legal Advertising

The District will incur expenditures related to legal advertising. The items for which the District will advertise include, but are not limited to, monthly meetings, special meetings, and public hearings for the District.

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

Bank Fees

Bank fees associated with the services the District uses with the bank (e.g. remote deposit capture, positive pay, wire transfers, ACH payments, monthly maintenance, etc.).

Miscellaneous

Other general & administrative expenses incurred throughout the year.

Office Supplies

General office supplies associated with the District.

Web Site Maintenance

Website maintenance fee.

Dues, Licenses & Fees

The District is required to pay an annual fee to the Department of Economic Opportunity.

Activities Director of Fun

Expenses related to a District staff position for District activities.

Maintenance Staff

Maintenance staff as hired by the District for miscellaneous services.

Mitigation

Cost to reduce risk of loss within the District.

Stormwater – Repair and Maintenance

Expenses related to the effort to reduce runoff of rainwater into streets and lawns.

Brightwood Pavilion – Amenity Expenses

Clubhouse Electric

The District pays for electric meters related to the Brightwood Pavilion.

Clubhouse Water

The District pays for water service related to the Brightwood Pavilion.

Amenity – Cable TV / Internet / Wi-Fi

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

Expenses for the Brightwood Pavilion relating to cable TV service, Internet service, and Wi-Fi service.

Amenity – Landscape Maintenance

Contracted landscaping and Common Area Maintenance within the boundaries of the Brightwood Pavilion.

Amenity – Irrigation Repairs

Inspection and repair of irrigation systems within the boundaries of the Brightwood Pavilion.

Amenity – Pool Maintenance

Cleaning and maintenance for the swimming pool at the Brightwood Pavilion.

Amenity – Exterior Cleaning

Exterior cleaning of the Brightwood Pavilion.

Amenity – Interior Cleaning

Interior cleaning of the Brightwood Pavilion.

Amenity – Pest Control

Pest control for Brightwood Pavilion.

Amenity – Fitness Equipment Leasing

Fitness equipment leasing for the Brightwood Pavilion.

Amenity – Envera Security – 8 Monitored Cameras

Envera security cameras for the Brightwood Pavilion.

Riverfield Verandah – Amenity Expenses

Clubhouse Electric

The District pays for electric meters related to the Riverfield Verandah.

Clubhouse Water

The District pays for water service related to the Riverfield Verandah.

Amenity – Cable TV / Internet / Wi-Fi

Expenses for the Riverfield Verandah relating to cable TV service, Internet service, and Wi-Fi service.

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

Amenity – Landscape Maintenance

Contracted landscaping and Common Area Maintenance within the boundaries of the Riverfield Verandah.

Amenity – Pool Maintenance

Cleaning and maintenance for the swimming pool at the Riverfield Verandah.

Amenity – Exterior Cleaning

Exterior cleaning of the Riverfield Verandah.

Amenity – Interior Cleaning

Interior cleaning of the Riverfield Verandah.

Amenity – Envera Security – 8 Monitored Cameras

Envera security cameras for the Riverfield Verandah.

Field Expenses

Electric

The District pays for electric meters related to the activity within the District.

Equipment Rental

Rental of equipment needed within the District (e.g. propane tanks, etc.)

General Insurance

General liability insurance.

Property & Casualty Insurance

Insurance to protect property and cover casualty.

Water Reclaimed

Water used for irrigation

Irrigation - Repair and Maintenance

Inspection and repair of irrigation system.

Lake Maintenance

Maintenance of lakes owned by District.

North River Ranch ISD Budget Item Descriptions FY 2021 – 2022

Landscaping Maintenance & Material

Contracted landscaping and Common Area Maintenance within the boundaries of the District.

Landscape Improvements

Improvements in landscape above and beyond what is already contracted for property owned by District.

Contingency

Other expenses incurred throughout the year.

Equipment Repair & Maintenance

Repair & maintenance of District equipment.

Street Sweeping

Cost of street sweeping for District-maintained roads.

Lighting

Lighting expenses within the District.

Streetlights – Leasing

Expense where streetlight poles are leased from the utility company.

Other Income (Expense)

Interest Income

Income from interest earnings.

North River Ranch Improvement Stewardship District

Public Hearing on the Approval of Merger with North River Ranch Community Development District & Fieldstone Community Development District

North River Ranch Improvement Stewardship District

Consideration of Resolution 2021-30, Approving Merger Agreement

RESOLUTION 2021-30

A RESOLUTION OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT CONFIRMING ITS INTENT TO MERGE WITH THE NORTH RIVER RANCH COMMUNITY DEVELOPMENT DISTRICT AND FIELDSTONE COMMUNITY DEVELOPMENT DISTRICT; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, North River Ranch Improvement Stewardship District (“District”) is a local unit of special-purpose government established by the Florida Legislature pursuant to Chapter 2020-191, Laws of Florida (“Act”), for the purpose of planning, financing, constructing, operating, and/or maintaining public infrastructure improvements; and

WHEREAS, North River Ranch Community Development District (“NRRCDD”) is a local unit of special-purpose government pursuant to Chapter 190, Florida Statutes, established by Manatee County, Florida, for the purpose of planning, financing, constructing, operating, and/or maintaining public infrastructure improvements; and

WHEREAS, Fieldstone Community Development District (“FCDD”) is a local unit of special-purpose government pursuant to Chapter 190, Florida Statutes, established by Manatee County, Florida, for the purpose of planning, financing, constructing, operating, and/or maintaining public infrastructure improvements; and

WHEREAS, the Board of Supervisors of the District (“Board”) previously adopted Resolution 2021-02 approving the merging of NNRCDD and FCDD with and into the District, including the form of the merger agreement and setting a public hearing for the purpose of providing information and taking public comment on the proposed merger; and

WHEREAS, in accordance with Resolutions 2021-07 and 2021-28, the Board noticed and conducted the public hearing on May 12, 2021; and

WHEREAS, pursuant to Chapter 2020-191(27), the Board desires to approve and confirm its intent to merge with NRRCDD and FCDD and provide notice of such approval and intent to Manatee County.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT:

Recitals. The recitals as stated above are true and correct and by this reference are incorporated into and form a material part of this Resolution.

Approval and Confirmation of Merger. The Board hereby confirms its intent to merge with North River Ranch Community Development District and Fieldstone Community Development District, and hereby directs the District Manager to provide this Resolution to Manatee County as evidence thereof.

Severability. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

Effective Date. This Resolution shall take effect upon its adoption.

ADOPTED THIS 12th DAY OF MAY, 2021

ATTEST:	NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

North River Ranch Improvement Stewardship District

Letter from Supervisor of Elections- Manatee County

MICHAEL  BENNETT  •  SUPERVISOR OF ELECTIONS  •  MANATEE COUNTY
600 301 Boulevard West, Suite 108, Bradenton, Florida 34205-7946
PO Box 1000, Bradenton, Florida 34206-1000

Phone: 941-741-3823 • Fax: 941-741-3820 • VoteManatee.com • Info@VoteManatee.com

April 20, 2021

North River Ranch Improvement Stewardship District PFM Group Consulting, LLC
Attn: Vivian Carvalho 12051 Corporate Blvd
Orlando FL 32817

Dear Ms. Carvalho :

We are in receipt of your request for the number of registered voters in the North River Ranch Improvement Stewardship District of April 15, 2021. According to our records, there were O persons registered in the North River Ranch Community Development District as of that date.

I hope this information is helpful to you. If I can be of any further assistance to you, please do not hesitate to contact my office at your earliest convenience.

Sincerely,

Michael Bennett Supervisor of Elections

MB/sas

North River Ranch Improvement Stewardship District

Ratification of VGlobal Website Service Agreement

AGREEMENT BETWEEN THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT AND NEWAGETUTORS LLC, D/B/A VGLOBALTECH, FOR WEBSITE AUDITING, REMEDIATION, AND MAINTENANCE SERVICES

THIS AGREEMENT (this "Agreement") is entered into as of this 10th day of February 2021, by and between:
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT, a local
unit of special-purpose government, established and existing pursuant to Chapter 2020-191, House Bill No. 925, Florida Statutes, with a mailing address of 12051 Corporate Boulevard, Orlando, Florida 32817 (the "District"), and
NEWAGETUTORS LLC, D/B/A VGLOBALTECH, a Florida limited liability company, with a mailing address of 636 Fanning Drive, Winter Springs, Florida 32708 ("Contractor").

RECITALS
WHEREAS, the District is a local unit of special-purpose government, created and existing pursuant to Chapter 190, Florida Statutes; and
WHEREAS, pursuant to section 189.069, Florida Statutes, the District must maintain an official website containing, at minimum, the statutorily required information (“Website”); and
WHEREAS, the District has a need to obtain a qualified independent contractor to perform audits of the Website to ensure compliance with the accessibility requirements of Title II of the Americans with Disabilities Act (“ADA”) based on federally recommended ADA best practices for state and local governments as promulgated by federal law and rulemaking, including but not limited to Web Content Accessibility Guidelines 2.0 and 2.1 Level AA, as the same may be amended and updated from time to time (as amended and updated from time to time, “WCAG”), and to remediate or otherwise convert the Website and to routinely audit the same to ensure continued compliance with the WCAG, and to perform ongoing maintenance of the website, all as more particularly described herein and in the proposal attached hereto as Exhibit A and made a part herein (together, the “Services”); and
WHEREAS, Contractor represents and warrants to the District that it is qualified, willing and capable of providing the Services; and
WHEREAS, the District and Contractor desire to enter into this Agreement for the purposes stated herein and the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.
NOW, THEREFORE, in consideration of the recitals, agreements and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
SECTION 1. RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2. SCOPE OF WORK. Contractor shall provide Services in accordance with the terms provided in this Agreement and in Exhibit A. Specifically, Services include the following:

MAINTENANCE. Contractor shall provide an ongoing maintenance of the Website to ensure continued compliance with WCAG. Specifically, Contractor shall:
perform quarterly technological and human audits (four times per year) per the Florida Insurance Alliance guidelines, which may be amended or updated from time to time, and provide full audit reports of compliance status, including recommended actions to remedy the findings, if any. Performance of audits shall be conducted by Contractor and its subcontractor, as may be necessary;
remediate any insufficiencies found as a result of technological and human audits, including but not limited to performing full compliance checks, automated testing, screen magnifier and reader testing;
provide Contractor’s ADA compliance shield(s), such as the Digital Asset Technical Compliance Seal and the Human Audit Seal, which shall renew on a quarterly basis, for display and use on the Website;
ensure that the Website and any new content uploaded to the Website is compliant with WCAG and other federally recommended guidelines; and
provide all Services described in Exhibit A and any and all other effort reasonably necessary to allow the District to receive the maximum benefit of the Services contemplated by this Agreement and Exhibit A.

The District and Contractor understand and acknowledge that the Services are in addition to Contractor’s previously provided remediation services, which included the conversion of the Website into an ADA compliant format in accordance with WCAG and other federally recommended guidelines, as may be amended from time to time, and continued provision of website accessibility policy demonstrating commitment to accessibility for persons with disabilities. Furthermore, the District and Contractor understand and agree that maintenance services provided in this Section are in addition to any other maintenance service obligations Contractor may have, either directly with the District or with PFM Group Consulting LLC, including but not limited to providing assistive support via regularly corresponding with the District staff regarding remediation of existing or new documents, providing updates to the Website, remediating new documents identified by the District to accessible formats for assistive technologies, including but not limited to new agenda materials, and providing recommendations of remedial actions, as needed.

ADDITIONAL SERVICES. In the event the District desires additional work or services provided in this subsection or otherwise, Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiation regarding the terms of the additional work, including scope and compensation, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement prior to commencement of any such additional work. The following is a non-exhaustive list of possible additional services that the District may request of Contractor:

performing additional technical and human audit(s) of the Website;
providing a point of contact to respond to public’s requests for Website accommodation;
converting documents for public records requests received by the District;
providing any other ADA recommended compliance services requested by the District that Contractor is capable of performing.

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.

SECTION 3. COMPENSATION. As compensation for the Services, the District agrees to pay Contractor in accordance with the following terms:

MAINTENANCE. For Contractor’s performance of the Services, the District shall pay One Thousand Two Hundred Dollars ($1,200.00) per year, payable in quarterly installments of Three Hundred Dollars ($300.00) after each quarterly audit event has been completed.
INVOICES; PAYMENT. Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, which shall be delivered promptly upon completion of each Service. Each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each allowing the District to approve each cost, the time frame within which the Services were provided, and the address or bank information to which payment is to be remitted. Consistent with Florida’s Prompt Payment Act, section 218.70, et al., Florida Statutes, the invoices shall be due and payable within forty-five (45) days of receipt by the District.
SECTION 4.	TERM AND TERMINATION.

TERM. This Agreement shall become effective upon the date and year first written above and shall be in effect until terminated by either party in accordance with the terms of this Agreement.
TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to Contractor. Contractor agrees that the District may terminate this Agreement without cause; provided that the District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for all Services rendered up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor as the sole means of recovery for termination.

SECTION 5.	REPRESENTATIONS,	WARRANTIES	AND	COVENANTS.	Contractor
represents, warrants, and covenants that (a) the Services will conform to the requirements provided in Section 2 herein and Exhibit A; (b) the Services shall be performed by qualified personnel in a professional, prompt, diligent, good, safe and workmanlike manner in accordance with all laws, industry standards, and all applicable ADA and other website accessibility compliance standards, including but not limited to WCAG and other federally recommended guidelines, as may be amended from time to time; and (c) neither the Services nor any product provided by Contractor shall infringe, misappropriate, or otherwise violate the intellectual property rights of any third- party. To the extent that any defects are found and reported to the Contractor, the Contractor shall correct such defects within thirty (30) days.
SECTION 6.	INTELLECTUAL PROPERTY.
CONTRACTOR MATERIALS. Except as provided herein, Contractor shall retain all right, title, and interest in and to (i) all patents, trademarks, service marks, copyrights, and other intellectual property or proprietary rights of Contractor used in or otherwise associated with the Services, and other materials provided to the District hereunder; and (ii) all trade secrets, technical specifications and data to the extent they are intellectual property, and inventions which are authored, conceived, devised, developed, reduced to practice, or otherwise performed by Contractor which arise out of Contractor’s performance of the Services, none of which shall be deemed a "work made for hire" under the Copyright Act of 1976 (collectively, "Contractor Materials"), and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive Contractor of any of its intellectual property and proprietary interests associated therewith. Subject to the foregoing, Contractor grants to the District a non- exclusive, non-transferable worldwide perpetual limited right and license to access and use the Contractor Materials in connection with the ordinary and intended use by the District as contemplated in this Agreement, including viewing, downloading and printing the Contractor Materials for the District’s use, and without in any case removing Contractor’s copyright, trademark or other intellectual property ownership notices.
THE DISTRICT MATERIALS; PUBLICITY AND TRADEMARKS. The District shall own the Website, domain name, all e-mail addresses, and all website and e-mail content, under all circumstances. In the event of a termination of this Agreement for any reason, Contractor shall take all necessary steps to transfer, or otherwise allow the District to retain, such website, domain name, e-mail addresses and content of the same. Additionally, to the extent applicable, Contractor shall take commercially reasonable precautions consistent with industry standards to protect confidential information, including, e.g., credit card information and other sensitive information protected under Florida’s Public Records Laws. Contractor shall immediately notify the District of any breach or loss of data, and take such steps as are reasonably necessary to address any such issue. Except as provided herein, the District shall retain all right, title, and interest in and to all intellectual property of the District provided or made available to the Contractor in connection with Contractor’s Services (collectively, "District Materials") and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive the District of any of its intellectual property or other proprietary interests associated therewith, if any. Subject to the foregoing, the District grants to Contractor a non-exclusive, non-transferable worldwide limited right and license to access and use such District Materials in connection with the provision of the Services as contemplated by this Agreement. Further, the District permits Contractor to

identify the District as a customer of Contractor in Contractor’s marketing materials (including using the District’s name and logo for such limited purposes).

The District further acknowledges and agrees that for Contractor to perform the Services, it must, in some cases, give Contractor remote access to areas behind log-ins that are to be audited hereunder, including, without limitation to content management systems and/or servers (collectively, “System”), and agrees that it will furnish to Contractor all necessary information and/or user names and passwords required to do so. Contractor agrees to follow commercially reasonable security policies for accessing the District’s System including any specific security procedures as may be communicated to Contractor by the District prior to Contractor accessing the System. Contractor shall on its own or through coordination with the District’s Website provider, create a back-up copy of all data that may be affected by Contractor’s access to the System.

RIGHT TO DISPLAY CONTRACTOR’S COMPLIANCE SHIELD / ACCESSIBILITY POLICY. Pursuant to this Agreement, the Contractor shall provide the District with applicable Compliance Shield(s) and customized accessibility policy, which the District shall display on its Websites and web applications. The District is expressly prohibited from using the compliance shield(s) for any purpose not specifically authorized by this Agreement, and in no event may use such compliance shields for or on behalf of any other party or in connection with any domain name and/or organization name other than those being scanned or serviced in connection with the Services.

SECTION 7.    PUBLIC RECORDS.   Contractor understands and agrees that all documents or on-line content 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 (“Public Records Custodian”). 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 Work; 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 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 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.

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, CARVALHOV@PFM.COM, OR AT 12051 CORPORATE BOULEVARD, ORLANDO, FLORIDA, 32817.
SECTION 8.   INDEMNITY.
Contractor agrees to defend, indemnify, and hold harmless the District and its officers, agents, staff, employees, successors, assigns, members, affiliates, or representatives from any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or 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 (including, but not limited to Lighthouse Central Florida, Inc., or any other company or individual performing human audits as required by Section 2 of this Agreement) in connection with this Agreement, including litigation, mediation, arbitration, appellate, or settlement proceedings with respect thereto. This specifically includes a lawsuit based on lack of ADA compliance or other website compliance insufficiencies. 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 of whether the District is adjudged to be more or less than 50% at fault. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on liability contained in section 768.28, Florida Statutes, or other statute.
Obligations under this Section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, fines, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, reasonable attorneys’ fees, paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), and any interest accrued against the District, all as actually incurred.
In the event that Contractor assigns its obligations under this Agreement to a third party, Contractor acknowledges and agrees that Contractor shall require such third party to provide indemnification to the District consistent with the requirements of this Section 8.
SECTION 9.     SCRUTINIZED COMPANIES STATEMENT. Contractor certifies that it is not in violation of section 287.135, Florida Statutes, and is not prohibited from doing business with the District under Florida law, including but not limited to Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. If Contractor is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate the Contract.

SECTION 10. GENERAL PROVISIONS.

CONFLICTS. The terms of this Agreement and Exhibit A are intended to complement each other, and to the extent they conflict, the terms of Exhibit A shall control only to the extent that such provisions provide clarifications on Services and materials to be provided by Contractor pursuant to Exhibit A; in all other respects, the provisions of this Agreement shall control.
AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement.
INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, successors, assigns 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, successors, assigns 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 or its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor’s supervision, direction, and control.

In particular, the 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.

DISPUTE RESOLUTION. Before initiating any legal claim or action (except with respect to equitable relief), the parties agree to attempt in good faith to settle any dispute, controversy, or claim arising out of or related to this Agreement or the Services (collectively, "Dispute") through discussions which shall be initiated upon written notice of a Dispute by either party to the other. If the parties cannot resolve the Dispute within ten (10) business days, then the parties shall attempt to settle the Dispute by mediation. If mediation is unsuccessful, the parties may then proceed to filing a claim in the appropriate jurisdictional court in accordance with this Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the substantially prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees, expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.
APPLICABLE LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to the principles of conflict of laws. Except for actions seeking injunctive relief (which may be brought in any appropriate jurisdiction), suits under this agreement shall only be brought in a court of competent jurisdiction in the county of Manatee, Florida. This choice of venue is intended by the parties to be

mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. The District and Contractor waive any right they may have to assert the doctrine of forum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Section.
LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and Contractor and no right or cause of action shall accrue upon or by reason to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and 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 Contractor and their respective representatives, successors, and assigns.
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.
NOTICES. All notices, requests, consents, and other communications under this Agreement (“Notice” or “Notices”) shall be in writing and shall be delivered, mailed by Overnight Delivery or First Class Mail, postage prepaid, to the parties, as follows:
If to Contractor:	NewAgeTutors LLC
d/b/a VGlobalTech 636 Fanning Drive
Winter Springs, Florida 32708 Attn: Vaibhav V. Joshi

If to District:	North River Ranch Improvement Stewardship
District
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager
With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, FL 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 Contractor may deliver Notice on behalf of the District and 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.
ENTIRE AGREEMENT. This Agreement, together with Exhibit A, sets forth the entire agreement of the parties, and supersedes any prior agreements or statements with respect to the subject matter hereof. No provision of this Agreement may be amended, waived or modified unless the same is set forth in writing and signed by each of the Parties to this Agreement, or their respective successors or assigns.
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.
ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written consent of the other. Any purported assignment without such consent shall be null and void.
AMENDMENTS. This Agreement may be amended or modified only by a written instrument duly executed by both parties.
FORCE MAJEURE. If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitations, an “act of God,” fire, flood, war, strike, government regulation, civil or military authority, acts or omissions of transmitters, utilities, providers or hackers, the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence.
SURVIVAL. In addition to such other provisions hereof which, by their terms, survive any termination or expiration of this Agreement, Section 5 (Representations, Warranties and Covenants), Section 6 (Intellectual Property), Section 7 (Public Records), Section 8 (Indemnity), and Section 10 (General Provisions) shall survive any termination or expiration of this Agreement.
WAIVER. No breach of any term of this Agreement shall be deemed waived unless expressly waived in writing by the party who might assert such breach. Any failure or delay by either party to exercise any right, power, or privilege under this Agreement shall not be deemed a waiver of any such right, power, or privilege under this Agreement on that or any subsequent occasion. Any waiver by either party, whether express or implied, of any provision of this Agreement, any waiver of default, or any course of dealing hereunder, shall not affect such party’s

right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default or breach, whether or not similar.
COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute 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.
ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In 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 party.
DESCRIPTIVE HEADINGS. 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.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF , the parties: have , by their duly authorized repre!:en tative  !:, executed
this Agreement as of the date and year first set forth above.

ATTEST:	NORTH RIVER RANCH
IMPROVEMENT STEWARDSHIP DISTRICT

Secretary/Assistant Secretary

WITNESS:	NEWAGETUTORS LLC, D/B/A
VGLOBALTECH, a Florida limited liability company

 	

Print Name:

Exhibit A:	Proposal for Services

By: Vaibhav V. Joshi, Owner

North River Ranch I

Proposal For
provement Ste	ardship	istrict

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VGlobalTech's Unique and Popular Technical & Human Audit Compliance Seal

VGlobalTech is the ADA, WCAG Compliance Expert, with over 300 ADA & WCAG compliant websites created (	and counting) to-date! We have in-house expertise to conduct Human
Audit and provide our Compliance Certification Seal.

VGlobalTech.com - Experience Innovation	Pagel of 16
Your strategic partner for Web Design, Software, Marketing, and SEO solutions.
Call: 321-947-7777   I Email: contact@VGlobalTech.com
Private and Confidential Document. No part of this document shall be producEld, sent, copied to any parties it is not intended for. It is intended for the entities listed clearly on this proposal. Any distribution without written consent shall be procecuted

Version Log

Date	Version#	Comments	Author	
January 17, 2021	1.0	Created Proposal as per customer requirements	VB Joshi, Kristen T	

VGlobalTech.com - Experience Innovation	Page 2 of 16
Your strategic partner for Web Design, Software, Marketing, and SEO solutions.
Call: 321-947-7777   I Email: contact@VGlobalTech.com
Private and Confidential Document. No part of this document shall be produced, sent, copied to any parties it is not intended for. It is intended for the entities listed clearly on this proposal. Any distribution without written consent shall be proceculed

COPYRIGHT©: This proposal and the contents within this document are solely created by VGlobalTech team for its customers and cannot be reproduced, copied, modified or distributed (including forwarding to other customers, competitors, web designers etc.) without the written consent of VGlobalTech. VGlobalTech company holds Intellectual Property* details along with company  software  details that must  not  be shared  with others  without  the written permission  of the company. The proposal and software details are customized for the requesting customer and cannot be applied to any other customer/ asset/ solution. This document does not apply to a case if it  is not  exclusively sent to  you by VGlobalTech upon request.
Any violations are punishable under the law and shall be prosecuted.

* VGloba!Tech has developed unique ADA and WCAG compliance expertise, optimized website templates, compliance multi-step procedure and quality control, document conversion software
and test procedures. Contact us for details of VGloba/Tech's Intellectual Property.

Table of Contents
1.0	The Law	5
ADA & WCAG Compliance - Introduction	7
Common Problems and Solutions in Website Accessibility?	8
Problem: Images Without Text Equivalents	8
Problem: Documents Are Not Posted In an Accessible Format.	8
Problem: Specifying Colors and Font Sizes	8
Problem: Videos and Other Multimedia Lack Accessible Features	8
Web Content Accessibility Guidelines (WCAG)	9
Pricing	11
Existing Website Remediation/ New Website Build:	11
ADA Compliance Monthly Maintenance and Hosting	12
Quarterly Technical and Human Audit.	13
4.0	Proposal Acceptance:	15
5.0	References	16

1.0 The Law

Source: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0100- 0199/0189/S ctions/0189.069.html
189.069	Special districts; required reporting of information; web-based public access. - (1}	Beginning on October 1, 2015, or by the end of the first full fiscal year after its creation,
each special district shall maintain an official website containing the information required by this section. Each special district shall submit its official website address to the department.
Each independent special district shall maintain a separate website.

Each dependent special district shall be prominently displayed on the home page of the website of the local general-purpose government upon which it is dependent with a hyperlink to such webpages as are necessary to provide the information required by this section. A dependent special district  may maintain a separate  website  providing the information  required by this section.
(2)(a)	A special district shall post the following information, at a minimum, on the district's official website:

The full legal name of the special district.

The public purpose of the special district .

The name, official address, official e-mail address, and, if applicable, term and appointing authority for each member of the governing body of the special district.
The fiscal year of the special dist rict .

The full text of the special  district's charter, the  date of  establishment, the  establishing entity, and the statute or statutes under which the special district operates, if different from the statute or statutes under which the special district was established. Community development districts may reference chapter 190 as the  uniform charter  but  must include information relating to any grant of special powers.

The mailing address, e-mail address, telephone number, and website uniform resource locator of the special district.

A description of the boundaries or service area of, and the services provided by, the special district.

A listing of all taxes, fees, assessments, or charges imposed and collected by the special district, including the rates or amounts for the fiscal year and the statutory authority for the levy

of the tax, fee, assessment, or charge. For purposes of this subparagraph, charges do not include patient charges by a hospital or other health care provider.

The primary contact information for the special district for purposes of communication from the department.

A code of ethics adopted by the special district, if applicable, and a hyperlink to generally applicable ethics provisions.
The budget of the special district and any amendments thereto in accordance with s.189.016.

The final, complete audit report for the most recent completed fiscal year and audit reports required by law or authorized by the governing body of the special district.
A listing of its regularly scheduled public meetings as required bys. 189.015(1) .

The public facilities report, if applicable.

The link to the Department of Financial Services' website as set forth ins. 218.32(1)(g).

At least 7 days before each meeting or workshop, the agenda of the event, along with any meeting materials available in an electronic format, excluding confidential and exempt information. The information must remain on the website for at least 1 year after the event.
(b)	The department's website list of special districts in the state required under s. 189.061shall include a link for each special district that provides web-based access to the public for all information and documentation required for submission to the department pursuant to subsection

2.0 ADA & WCAG Compliance - Introduction

Every individual must have equal access to information whether it is in person service or online. This is a general agreement and understanding of access.
The Internet has dramatically changed the way state and local governments do business. Today, government agencies routinely make much more information about their programs, activities, and services available to the public by posting it on their websites. As a result, many people can easily access this information seven day a week, 24 hours a day.

Many government services and activities are also provided on websites because the public is able to participate in them at any time of day and without the assistance of government personnel. Many government websites offer a low cost, quick, and convenient way of filing tax returns, paying bills, renewing licenses, signing up for programs, applying for permits or funding, submitting job applications, and performing a wide variety of other activities.
The Americans with Disabilities Act (ADA) and, if the government entities receive federal funding, the Rehabilitation Act of 1973 generally require that state and local governments provide qualified individuals with disabilities equal access to their programs, services, or activities unless doing so would fundamentally alter the nature of their programs, services, or activities or would impose an undue burden. One way to help meet these requirements is to ensure that government websites have accessible features for people with disabilities, using the simple steps described in this document. An agency with an inaccessible website may also meet its legal obligations by providing an alternative accessible way for citizens to use the programs or services, such as a staffed telephone information line. These alternatives, however, are unlikely to provide an equal degree of access in terms of hours of operation and the range of options and programs available.

The World Wide Web Consortium (W3C) sets the main international standards for the World Wide Web and its accessibility. W3C created the Web Content Accessibility Guidelines (WCAG
and 2.1) which are similar to Section 508, but on an international level. WCAG 2.0 and 2.1 requires specific techniques for compliance and is more current than Section 508.
Many countries and international organizations require compliance with WCAG 2.0 and 2.1. The guidelines are categorized into three levels of compliance: A (must support), AA (should support), and AAA (may support). Representatives from the accessibility community around the world participate in the evolution of these guidelines.
Source: https://www.w3.org/WAl/standards-guidelines/wcag/

Visit http:/ / vglobaltech .com/ websit e-co mpliance/ for more details, do a website compliance check on your website and to download a PDF proposal.

Solution: Add a Text Equivalent to Every Image

Adding a line of simple HTML code to provide text for each image and graphic will enable a user with a vision disability to understand what it is. Add a type of HTML tag, such as an "alt" tag for brief amounts of text or a "longdesc" tag for large amounts, to each image and graphic on your agency's website.

The words in the tag should be more than a description. They should provide a text equivalent of the image. In other words, the tag should include the same meaningful information that other users obtain by looking at the image. In the example of the mayor's picture, adding an "alt" tag with the words "Photograph of Mayor Jane Smith" provides a meaningful description.
In some circumstances, longer and more detailed text will be necessary to convey the same meaningful information that other visitors to the website can see. For example, a map showing the locations of neighborhood branches of a city library needs a tag with much more information in text format. In that instance, where the map conveys the locations of several facilities, add a "longdesc" tag that includes a text equivalent description of each location shown on the map - e.g., "City Center Library, 433 N. Main Street, located on North Main Street between 4th Avenue and 5th Avenue."

Solution: Post Documents in a Text-Based Format

Always provide documents in an alternative text-based format, such as HTML or RTF (Rich Text Format), in addition to PDF. Text-based formats are the most compatible with assistive technologies.

Solution: Avoid Dictating Colors and Font Settings

Websites should be designed so they can be viewed with the color and font sizes set in users' web browsers and operating systems. Users with low vision must be able to specify the text and background colors as well as the font sizes needed to see webpage content.

Solution: Include Audio Descriptions and Captions

Videos need to incorporate features that make them accessible to everyone. Provide audio descriptions of images (including changes in setting, gestures, and other details) to make videos accessible to people who are blind or have low vision. Provide text captions synchronized with the video images to make videos and audio tracks accessible to people who are deaf or hard of hearing.

Understanding the Four Principles of Accessibility

The guidelines and Success Criteria are organized around the following four principles, which lay the foundation necessary for anyone to access and use Web content. Anyone who wants to use the Web must have content that is:
Perceivable - Information and user interface components must be presentable to users in ways they can perceive.
This means that users must be able to perceive the information being presented (it can't be invisible to all of their senses)

Operable - User interface components and navigation must be operable.

This means that users must be able to operate the interface (the interface cannot require interaction that a user cannot perform)
Understandable - Information and the operation of user interface must be understandable.

This means that users must be able to understand the information as well as the operation of the user interface (the content or operation cannot be beyond their understanding)
Robust - Content must be robust enough that it can be interpreted reliably by a wide variety of user agents, including assistive technologies.
This means that users must be able to access the content as technologies advance (as technologies and user agents evolve, the content should remain accessible)

If any of these are not true, users with disabilities will not be able to use the Web.

Under each of the principles are guidelines and Success Criteria that help to address these principles for people with disabilities. There are many general usability guidelines that make content more usable by all people, including those with disabilities. However, in WCAG 2.1, we only include those guidelines that address problems particular to people with disabilities. This includes issues that block access or interfere with access to the Web more severely for people with disabilities.

See reference section at the end of this document for more information and websites for ADA, Usability and other important compliance issues and solutions.

VGlobalTech development and business	anagement tea	shall study these co	pliance guidelines and with our technical capabilities apply these to make your website accessible, compatible and fully functional for all people, including those	ith disabilities.
Visit https://vglobaltech.com/website-compliance/ for details of our
co	pliance process and expertise in this area,
Please see References section for several resources on compliance.

3.0 Pricing

VGlobalTech team shall complete the following critical tasks for client website. All costs below are per website/ CDD:

	Task	
1.	Remediate existing website/ Build new website from start as per Florida Statute Chapter 189 requirements. Ensure ADA & WCAG compliance requirements. Customer shall provide all documents and content required. ALL webpages on the website. Create accessibility document, code review, html updates, plugins / security updates required for ADA and WCAG compliance	
2.	Cross-Device Check (Website needs to appear as per ADA standards on Mobile Phones, Tablets, Desktops etc.). Braille Readers, Other assistance technology
compatibility	
3.	ADA Standards application (as per Section 1 above). ADA.gov, Web Content Accessibility Guidelines (WCAG)	
4.	PDF Documents conversion (to Text, HTML etc.) as needed for ADA Compliance
/ Reader Compliance (up to 2 years of documents shall be converted)	
5.	Create a webpage showing websites ADA Compliance efforts	
6.	Create customized footer with VGlobalTech's ADA Compliance Seal (valid for 6 months from the launch date and needs Quarterly ADA audit contract for renewals after 6 months)	
7.	Create board member emails (up to 10) and provide email access. Enable virus and antispam for inbox.	
8.	\,-./...._    :. ·	.  •  I (    l	(,;· ,;:  $3000/- (one time}	

3.2 /\DA Cornpllnnce M onthl y Maintl rFince  and Hosting

Maintenance contract starts after initial conversion is completed (It is critical to maintain compliance as websites get updated):

The Annual Maintenance DOES NOT include the quarterly audits proposed in the next section. Maintenance contract is required for VGlobalTech's proprietary document conversion software (PDF to RTF) to be used that allows faster, accurate and batch processing for document conver si on.

	Task	
1.	Full content upload support to regularly keep site updated (includes all documents, audit reports, agendas, meeting minutes, events etc.). Ensure content is in ADA and WCAG compliance for the entire site. Section 508 stipulations (applicable to CDD) and FIA /eGIS insurance requirements are met. These points are very critical to maintain a fully compliant website at all times. Update turnaround time - less than 24 hrs. from customer sending the content and documents to be
updated to VGT team.	
2.	PDF Documents conversion (to Text, HTML etc.) as needed (new documents during the maintenance year only) for ADA Compliance/ Reader Compliance. VGlobalTech's proprietary batch conversion software shall be used by our team for faster batch-conversion processing as long as the contract is valid (big time saver that creates compliant documents that can be uploaded to the website). There is no limit on how many documents or pages per documents can be converted per month using VGlobalTech's software. If Auto conversion fails, VGlobalTech team shall perform manual OCR and conversion within 24 hrs.	
3.	Update footer with VGlobalTech's ADA Compliance Seal (extended for current
year)	
4.	Website hosting and backups - Premium hosting, unlimited file space, bandwidth, fast website response, regular automated backups, SSL certificates for secure site
access (https protocol), 99.9% website uptime:	
	Total M onthly M aint enance with full co ntent upload, docum ent co nversio n and Host in g:
$150 /	onth

*support beyond 8 hrs./ month/ CDD shall be billed at $55 /hr.separately (VGlobalTech team shall be responsible to track and report hours exceeded, if any)
***Monthly maintenance must be paid before the 10th of every month	

.3 Qua, terly Tech 1c I a 1d Hu 1

This audit is as per the Florida Insurance Alliance guidelines. Please check with your insurance agency for specific requirements. Read more here: https:/ /vglobaltech.com/wp­ content/uploads/2019/ 03/ FIA_A DA_G uide lines -20 19 -2020.pdf

VGlobalTech has partnered with a local agency for the visually impaired - LightHouse Works. LightHouse has developed a unique program for digital accessibility that is run by visually impaired personnel that are highly skilled in human auditing of websites and software as per the section 508 stipulations. Read more about our partnership here:
https:/ / vglobaltech.com/ webs ite -comp liance /
Together we are now able to provide not one but two compliance seals for all our customers:
·1.	Digital Asset 1 ecinucai Cnrnpliance Seal:

VGlobalTech in-house technical team shall remediate / test the website / software for ADA, WCAG compliance. VGlobalTech's technical design & development team is fully  aware  of  the Americans  with  Disability   Act   (ADA), Web   Content Accessibility Guidelines (WCAG), Section 508 of the Rehabilitation  Act  of  1973  and  overall  the   design   principles  of a  professional,   accessible,   functional   and   responsive   web design. The entire team  has taken  dedicated  time and  efforts  to learn  these  design   principles  first  hand.  Our  purpose  is  clear
- Universal, Creative Web design that works for everyone,
everywhere and every time!

Cost for Audit: $3 0 n / p CT a v1dit

1 l

4

..

This proposal includes following points, stipulations terms and conditions:
*(1) conference call or in person meetings per month with client to review metrics, results and monthly recaps *unless otherwise noted
* email and phone communication

*Anything out of the scope of work in the above proposal will be addressed and client will be immediately notified. After notification of additional work, a subsequent quote will be provided to cover that work.

*Client is responsible to adhering to timelines as far as information required to complete the task is concerned. If timelines are not adhered to and exceed 15 business days past the current marketing months, last day, all work will end. A new month with new allocated costs will be presented for future work to commence. No refunds and owed work will be due unless otherwise agreed upon. An Invoice will be provided once signature approval of this project proposal. Payments will be made to VGLOBALTECH

*Client is responsible for verifying quality of work, providing feedback, verifying that compliance has been met as required. VGlobalTech team shall not be responsible for any legal ramifications arising from work not done as per external agencies/ organizations/ associations needs if proper feedback is not provided by the customer. VGlobalTech's work will be in best faith but cannot guarantee all compliance/ legal needs since we are not the final authority in the ADA or WCAG compliance area. VGlobalTech shall not be liable for any legal ramifications arising from compliance issues and cannot be held responsible for any legal or other lawsuits.

Refund Policy: The client may halt work and request for a refund within seven days of the date of signing this services agreement by mailing a signed letter to the main address listed on www.VGlobalTech.com website. If client requests a refund within seven days of the date of signing their agreement, they shall be liable to pay for all work completed and will be refunded the remaining balance of the initial payment if billable work has not exceeded a charge that would be greater than client's initial payment. If client requests a refund after the seven days from the date of the signing of the agreement client is liable to pay for all work completed plus an additional 25% of any remaining balance that may still be due. Once line item projects are complete no refunds will be issued. Confidentiality: All information between client and service provider   inclusive of technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure and will be treated as such and with absolute confidentiality and will not be shared or used, which will be maintained at all times. The client is not allowed to disclose their price with any third parties. Doing so is in breach of this agreement. All information development will be shared and proprietary information and property between client and service providers.

4.0 Proposal Acceptance:

The VGlobalTech proposed solution and terms have been accepted by the customer and the VGlobalTech can proceed with the project. All payments shall be made according to this agreement.

Section 3.1: One time (website conversion and compliance cost)
+
Section 3.2 ADA Compliance Monthly Maintenance and Hosting
+
Section 3.3 Quarterly Technical and Human Audit Testing

Signatures:

For Customer

-=====

c::::::::

Date

VB Joshi
For VGlobalTech	Date

5.0 References:

ADA Best Practices Tool Kit for State and Local Governments: https://www.ada.gov/pcatoolkit/chap5too1kit.htm

U.S. Department of Justice, Civil Rights Division, Disability Rights Section
htt ps:/ / www.ada .gov/ we bsites 2.htm

Web design Standards: https://www.w3schools.com/

Web Content Accessibility Guidelines (WCAG) htt ps:// www.w3 .o rg/T R/ WCAG 21/

VGlobalTech Web Content Accessibility Implementation and Checkpoints: http://vglobaltech.com/website-compliance/

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North River Ranch Improvement Stewardship District

Ratification of Funding Requests # 6

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request 6

FR #	Description	Amount	Total	
				
6	PFM Group Consulting	$0.51		
	Supervisor Fees 04/14/2021 Meeting	$1,000.00		
		Total	$1,000.51	

				
		Total	$1,000.51	

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 006

4/16/2021

Item	
Vendor	

Invoice	

General	
No.		Number	Fund	

1	
PFM Group Consulting			
	March Reimbursables	OE-EXP-04-29	$	0.51	
2	Supervisor Fees - 04/14/2021 Meeting			
	Dale Weidemiller		$	200.00	
	Priscilla Heim		$	200.00	
	Pete Williams		$	200.00	
	Janice Snow		$	200.00	
	John Blakley		$	200.00	
		
TOTAL	
$  1,000.51	

Secretary I AssistntSecretary	Board Member

Please Return To:
North River Ranch ISO c/o PFM Group Consulting
12051 Corporate Boulevard
Orlando, FL 32817
LaneA@pfm.com // 407-723-5925

Received via email on Monday, April 19, 2021 - ALane

North River Ranch Improvement Stewardship District

Review of District Financial Statements

North River Ranch Improvement SD
Statement of Financial Position As of 4/30/2021

General Fund

Assets

Current Assets

General Checking Account	$3,700.73	
Accounts Receivable - Due from Developer	9,956.02	
Total Current Assets	$13,656.75	

Total Assets	$13,656.75

Liabilities and Net Assets

Current Liabilities		
Accounts Payable	$8,781.02	
Deferred Revenue	9,956.02	
Total Current Liabilities	$18,737.04	
Total Liabilities	$18,737.04	

Net Assets		
Current Year Net Assets - General Government	(5,080.29)	
Total Net Assets	($5,080.29)	
		
Total Liabilities and Net Assets	$13,656.75	

North River Ranch Improvement SD
Statement of Activities As of 4/30/2021

General Fund

Revenues

Developer Contributions	$13,472.65	
Other Income & Other Financing Sources	0.73	
Total Revenues	$13,473.38	

Expenses

Supervisor Fees	$2,000.00	
Public Officials' Liability Insurance	1,319.00	
Management	5,000.01	
District Counsel	7,704.39	
Postage & Shipping	0.51	
Legal Advertising	617.76	
Miscellaneous	125.00	
Dues, Licenses, and Fees	175.00	
General Insurance	1,612.00	
Total Expenses	$18,553.67	

Other Revenues (Expenses) & Gains (Losses)

Total Other Revenues (Expenses) & Gains (Losses)	$0.00

Change In Net Assets	($5,080.29)

Net Assets At Beginning Of Year	$0.00

Net Assets At End Of Year	($5,080.29)

North River Ranch Improvement SD
Budget to Actual
For the Month Ending 4/30/2021

Year To Date

Actual	Budget	Variance

FY 2021
Adopted Budget

Revenues
Developer Contributions

$	13,472.65

$	86,552.06

$	(73,079.41)

$ 148,375.00

Other Income & Other Financing Sources	0.73	-	0.73	-

Net Revenues

General & Administrative Expenses

$	13,473.38

$	86,552.06

$	(73,078.68)

$ 148,375.00

Supervisor Fees	$	2,000.00		$	7,000.00		$	(5,000.00)		$	12,000.00	
Public Officials' Liability Insurance	1,319.00		1,443.75		(124.75)		2,475.00	
Trustee Services	-		3,500.00		(3,500.00)		6,000.00	
Management	5,000.01		40,833.31		(35,833.30)		70,000.00	
Engineering	-		8,750.00		(8,750.00)		15,000.00	
Dissemination Agent	-		2,916.69		(2,916.69)		5,000.00	
District Counsel	7,704.39		11,666.69		(3,962.30)		20,000.00	
Audit	-		3,500.00		(3,500.00)		6,000.00	
Travel and Per Diem	-		291.69		(291.69)		500.00	
Telephone	-		116.69		(116.69)		200.00	
Postage & Shipping	0.51		175.00		(174.49)		300.00	
Copies	-		291.69		(291.69)		500.00	
Legal Advertising	617.76		583.31		34.45		1,000.00	
Miscellaneous	125.00		291.62		(166.62)		500.00	
Web Site Maintenance	-		3,325.00		(3,325.00)		5,700.00	
Dues, Licenses, and Fees	175.00		102.06		72.94		175.00	
General Insurance	1,612.00		1,764.56		(152.56)		3,025.00	
Total General & Administrative Expenses	$	18,553.67		$	86,552.06		$	(67,998.39)		$ 148,375.00	

Total Expenses

  $	18,553.67  

   $	86,552.06  

   $	(67,998.39)

   $   148,375.00  

  	 

Net Income (Loss)

$	(5,080.29)	$

-	$	(5,080.29)	$	-