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PROJECT MANUAL FOR      LANDSCAPE&
IRRIGATION MAINTENANCE
SERVICES

AVE MARIA STEWARDSIDP
COMMUNITYDISTRICT

Collier County, Florida

Date of Issue: July 20, 2018 at 10:00 am
Due Date/Time: August 17, 2018 at 9:00 am

Mutual Nondisclosure Agreement

THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as of	­
'   between Malnscape Inc. and     	
Purpose. The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other party certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.
"ConfidentialInformation" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspeciton of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments , inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, which is designated as "Confidentia"l, "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such informationis confirmed in writing as being Confidential Information within a reasonable time after the Initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any informationwhich (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receivingparty at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
Non-use and Non-disclosur.e Each party shall not use the Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party shall disclose any Confidential Information of the other party to third parties. If any party makes copies of the Confidential Information of the other party, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible obj.ects which embody the other party's Confidential Information and which are provided to the party hereunder.
Maintenance of Confidentiality. Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.
No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

Mutual Nondisclosure Agreement

Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party's written request.
No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.
Ifilm. The obligations of each receiving party hereunder shall survive for a period of two years after the disclosure of the Confidential Information or until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, whichever is earlier.
Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
Miscellaneous. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this Section 11 will be null and void. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page, or to such other address as the either party may specify to the other in writing form time to time.

Mainscape, Inc.

By:	 	
Name: Jill Dougherty

By:	 	
Name:  	

Title:	Controller	Title	

Date:	August 3, 2018

at:e	

PROJECT MANUAL TABLE OF CONTENTS

l.	Invitationfor Proposals.................................................................................·-·······

2.	Instructions to Proposers........................................................................................

3.	Evaluation Criteria.................,......................................................................,.........

4.	Affidavit of Acknowledgments. .....  ..... ... .. ............	.. .. .. ......... ..... .... .. .... .

5.	Proposal Forms.................·-·-··-······..·················································'···'····
a. Qualification Statement Table of Cqntents....................... ,....................... ........ .

b.   Proposer's Qualification Statement	..-

6.	Proposed Landscape Maintenance Agreement.................................. .....................

a.   Exhibit "A" - Landscape Maintenance Scope and Specifications........,............

b.    Exhibit  "B" - Proposal Form.........................................·...·•-······-·-·--··············

c.	Exhibit "C" - Maintenance Maps and Irrigation ZoneIn.formation.. . ... ... •..

REQUEST FORPROPOSALS (''RFP")
LANDSCAPE AND IRIUGATION MAINTENANCE SERVICES FOR AVE.M.ARlA STEWARDSHIP COMMUNITY DISTRICT

AND

NOTICE OF PUBLIC MEETING TO OPEN RFP RESPONSES

Collier County.; Florida

Requestfo.r Proposals

Notice is hereby given that Ave Maria Stewardship Community District (the "District") ·will accept prop.osals from all qualified companies interested in prnviding landscape and irrigation maintenance services.

The project manual ("Project Manual") will be av-a.Hable for public inspection and may be obtaineq begmning on July 20, 2tll8 at 10:00 AM (EST) ("Proposal Pick-Up Time") at 5076 Al;munciation Circle 1 Suite 103, Ave Maria, FL 34142.
Firms desiring_to submit proposals for tl:ris project may attend a pre-proposal meeting on JuJ.y 20; 2018 -at 10:00 AM O ST) at 5076 Annunciation Circle, Suite 103, Ave Maria, FL 34142. Finns desiring to submit-proposals must submit O:Qe (l) original and eight (8) hard copies of the required proposal no later than Friday August 17-, 2018 at 9:00 a.m. (EST) at 5076 Annunciation Circle, Suite 103, Ave Mari FL34142, Attention: Luisa Rosales.As noted below, all presentedproposals will be.pi.iblicly opened at that day, timeand location.

Proposals-sball be submitted in a sealed package, shall bear the name ofthe proposer on the outside of the package and shall clearly identify the project as ;,Ave Maria Stewardship Community District Landscape antl Irrigation Maintenance..Services Proposal." Proposals may be either mailed or hand-delivered. No facsimile, telephonic, eiectronic;, or telegrapbie subm'ittals will be accepted. Proposals received after the scheduled date and time for submittal may not be considered in the District's discretion but can be elaimecl by the 0wner witmn ten (10),calen dard ysof thesubmittal deadline or if not retrieved within.the aforementionedtimeframe, may be destroyed by-the District.

In order to submit a bi	each bidder must (1) be·a-q.thorized	to do business inFlorid and hold all required state and federal licenses-, including those with Collier County, in good standing; ans (2) hav.e at least tbtee (3) years'' experience with landscape maintenance- projects. The District reserves the right in its sole dfocretion to make changes to the Project Ma...-mal up until the timeof
theproposal opening, and to provide 11otice of such changes only to those proposers who have picked up a Project Manual.

If reasonable accommodations are needed for partiqipation in any proposal meeting, please Ci!ll
the.District Manager, Todd Wodraska, t (561) 630-4922 forty-eight hours in advance,

Any protest regarding the .Project Manual, including but not limited to protests relating to the proposal notice, the proposal ii.,structions,the proposal forms, the.contractform,.,_th e soo_pe of work,
themap, the specifications,the evaluation criteria, the evaluation process established:inthe Project Manual, or any other issues ori tem-s relating to tp.e Project Manual, m.ust q·e filed in writing, wit:bm seventy-two (72) hours (excluding Saturdays, Sundays, and stateholidays) after the Proposal Pick­
Up Time. The formal protest setting forth with particularity the facts and law upon which the protest is hased 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 t0 timelyfile a formal·written protest shall constitute a waiver of any right to object or protestwith respect to aforesaid plans, specifications or contract documents. Additional informatipn and requirements regarding protests are set .forth in the Project Manual and the-District' s Rules of Procedure, which are available from the District Manager. Any proposer who files a Notice 9f Protest protesting the Proj'ect Manual, a proposal rejection; or a proposal award shall post with the District at the time of filing, a protest bond payable to the District The protest bond for protesting the Project Manual shall be in the amount of ten th9usand doUars- ($10,000.00). Not\'vithstanding the District's operating rules, the protest bond for protesting a proposal rejection qr proposal award shaU be in an amqurtt ·equal to ten percent (10%) of the value of the solicitation, but in no case· less than ten thousand dollars ($10,000.00). Bonds shall be by a U.S. postal service money o.rder,. certified, cashier's check or such other form of surety as the District'.s Staffmay approve. All bonds sha,11 be made payable to the District. Failure to post such bond within the requested time period shaU reSQlt in the protest being dismissed by the District, .with the proposer afforded no relief.

Rankings ill bemade based on the Evaluatio;p. Criteria contained withinthe Project Manual. Price will be one factor used in·determining the proposal that is in the best1--rterest of the District, but the District explicitlyreserves therigbttomake such award to other thanthe lowestprice propo,sal. The District has the right to reject any and all proposals, wai e any technical errors,:informalities
or irre larities, andtoawardthe contract mwh9le or in part with or without ca1,1se if it determines in.its discretion•it  is  mthe  bestinterest of the District to qo  so.
Notiee of Public Meeting for Bid Opening

A special meeting of the Ave Maria Stewardship Community District will be held on Friday, August 17, 2018 at 9:00 AM (EST) at the District's offices at5076 Annunciation Circle, Suite 103, Ave Maria,,FL  34142.. No official action ofthe Distric-ts'   Boardwill be taken atthis meeting,
it is held for the limited purpose of opening the bids 81.la conducting in.t rviews with proposers.
AJl pro.posers should plan to attend this meeting for the purpose of answering District staff's qµ.estions:. The meeting is open to the public and will be conducted in accordance with the provisio!.ls of Floridalaw. Acopy of the agenda for'this me  tingmaybeobtained from the.District
Manager,  Special District  Services,  Ii;i.c.,  at   25011\ Bums Ro/i.o., Palm Beach  Gardens, Florida
33410. This meeting may be continued to,a date, time, and place to be sped.fied on the record at the meeting.

Any person requiring sp"eciaj a9comm odatio _ns at this meeting because of a disability or physical iinpainnent should contact the District Office at (561) 630-4922 at least fiye calen_dar    daysprior to theme,e,ting. Ifyott areh aring or speech impaired, please contact the Florida Relay Service at l-800-95.5.--8770 , for aid in contacting the District Office.

Any and all questions relative to this requestfor proposals shall be only directed in writing to Todd Wodraska at t\.vodraska(@sdsinc.oro, with e-mail copies to Luisa Rosales at Luisa.Rosales@fsresidential.com and Alyssa Willson at Alvssaw'@hgslaw.com . Questions must be submitted on or before 5:00 PM, August 14, 2018.

AVE MARIA COMlITTJNITY STEWARDSBIP DISTRICT
REQUEST FOR PROPOSALS

Landscape and Irrigation Maintenance Services
Collier County, Florida

Instructions to Proposers
SECTION 1. DUE D ATE. Sealed proposals (irtcluding one (1) original and cigbt (8) hard copies)mustbereceived no later than August 17, 20}8 at9:00 AM(EST)., attlte District's offices, 5076 Annunciati0n Circle, Suite103, Ave Maria, FL 34142, attention: Todd Wodraska. Proposals will be publicly opened a"t th at time. Proposals for the District work shall b'e submitted .in a sealed package shallbear thename of the proposer on the ou,tside of the package and shallclearly identify 1he projecl Proposals may be·either niailed or hand-delivered. Proposals received after the time
and date stipulated above will not be considered. Any proposal not completed as ·specified or missing the required proposal documents maibe disqualifie-adt  the  District's discretion. Finn or individuals submit their proposals on a voluntary basis. and therefore are not entitled to compensation of any kind. The District shall not be ob.ligated o:r be liable for any costs incurred by propost:lrs prior to issuance of a contract. All costs to prepare and submit a.response to this RFP shallbe.borne by the proposer.

SECTION 2. PRE PRQPOSAL MEETlNG. Firms desiring to submitproposals fort1us project

1

may  attend a  pre-proposal  meeting July .2Q, 2018 at 10:00 AM (EST) at  the project site 5076
Annunciation Circle, Suite I03, Ave Maria, FL 34142.

SECTION 3. INTERVIEW PR OCESS. Each proposer should plan to  attend  the  public meeting forbid opening on August 17., 2018 at9:00 am. (ES T) at 5076 Annunciation Circle, Suite 103, Ave Maria, FL 34142 to ap.swef District staff's questions related to the proposal.

SECTION 4. SIGNATURE ON PROPOSAL. The proposer must execute all District farms, affidavits, and  acknowledgments for  which •signatur         e   and      notary  blocks are provided.     If the
.proposal is made by an.individu   fi].,  that person's name and business·address shall b.e shown. If

was.

made by a partnership, the name and business- address bf an authorized member of the firm or partnership shall be shown.  If made bya corporation, th'e person signingthe proposal shall show
the name of the state tinder the laws of which the 'c. orporation	chartered. In addition, the proposal shall l,ea;r the ,seal of the corporation. Anyone signing the. proposal as agent shall file with the proposal legal evidence ofhis/her authority to do so.. All proposals must be completed in pen and ink or type written. No erasures are permitted. If a correction is necessary-" draw a single linetbrough the entered figureand enter the corrected figureabove it Corrections must be initialed by the persgn signing the proposal.

SECTION 5. FAivIILIARITY WITH THE PROJECT. :&;a.ch proposer, by and through the submi?sion  of   a prqposal,  agrees  thafhe shall  be  held  responsible  for havii:).g heretofore examined
the prqject ite, the Iocati9n of all proposed work. and for having satisfied himself from bis ovm person.al lmowledge and experience or professional advice as to fue cb a:r.acter , conditions, and location  of  the  site, the  nature of  the  turf, shrubs, trees, palms, vegetation,  weeds, sprinklers and
irrigation  systems, ro.ads,_ sidewalks  and  paved paths, ground, surface and subsurface,  and any
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other conditions stnTou.nding and affecting the work, any obstruction, the nature of any existing construction, and all otherphysical characteristics of the job,in order that the prnposer mayinclude in the prices which the. propos·er proposes all costs pertaining to the work and thereby proyiqe for the satisfactory landscape maintenance thereof.  The proposer agrees to accept the site in   "as is'' condtiion.,andhold its prices·for theperiod set forth in this pfoposal package, regardless of any
changes to the site that mayoccur from the time of :proposal submission and through the time of contract award and the start of any work under the contract. The proposer, in preparing the proposal, shalltake into consideration that work by other contractors may be in progress.at or near the siteand that the proposer shall not interfere with work done by such other contractors.
SECTION 6. FAMILIARITY WITH THE L AW. By submitting a proposal, the proposer is assumed to be familiar with the·District's operating rules and procedures, as well as all federal, state:, and local.laws, ordinances, rules and regulations that in any manner affect the provision of the requested services. Ignonm.ce on the part of the proposer will in no way relieve it from responsibility to provide the serviees and fulfill such other obligations covered under the proposal in compliance with all such laws, ordinances and regulations.

SECTION 7. QUALIFICATIONS OF PROPOSER. The District Mntract, if awarde will only be awarded to a responsible proposer who is qualifii;:d and has tlle ability to provide tbe services specified herein, at the sole ap.d absolute discretion of the District. The proposer shall
submit with its proposal satisfactory evidence of a history of fulfillment of similar contracts and show that it is fullypr pared with the necessary organization, personnel, capital, and q pmen to provide the specified services.

SECTION 8.	COLLUSION. Proposers shall bedisqualified and their proposals rejected  if the District has reason to believe that collusion may exist among the propose , the proposer has defaulted on any previous contract or is i!,1 arrears on any previous or existing e<;>ntract, or for fai1u.re to demonstrate -proper licensure and business organization.

SECTION9. lNTERPRE-TATIONS AND ADDENDA. Any and all questions relative to this request for proposals shalibe onlydirected in writing t-o Todd Wodraska at twodraska@sdsinc.org, Vvitb e-m il copjes to Luisa Rosales ·at Luisa.Rosales@fsresidential.com and Alyssa Wilson at Alyssaw®heslaw.com. Interpreta:tioM-or  clarifications considered necessary in.resp_onse    · tb  · such questions  will be  issued  by addenda,.f  e.d,  mailed  or  otherwise delivered to  all parties-recorded as having received the Project Manual. .Any inquiry orrequept for interpretation received  before: 5:00 p.:cp.. on August 14, 2018 will be given consideration. Questions will be answered only by
formal  written  addenda,  which will be  binding.   No  interpretations will'be  given  verbally,  All
questi'ons and·answers will be distributed to all proposers. No inquiries, will be accepted from subcontractors.; fue,p rop o.sershall be responsiblefor all queries. AdditionaliY, the District reserves the  right mits sole discretion  to make. changes to  the Project Manual up  until the  time of the
proposal opemng.

SECTION 10. SUBMISSfON OF PROPOSAL. Submit one (1) original and eight (8) hard co' pies    of   the    proposal forms for tb e·District, along with other requested attachments at the·time andplace indicated herein, which shall be enclosed in an opaque sealed envelope, marked with the project title and name and address of the proposer and accompanied by the required d0cuments. If the proposal is sent through the mail or other delivery system, the sealed envelope shall be
7

 	

enclosed m a separate envelope with a notation "RESPONSE TO INVITATION FOR PROPOSALS (Ave Maria Stewardship Community District - Landscape and Irrigation Maintenance Services) ENCLOSED"·on the face 0£it.

SECTION 11. MODIFICATIONS AND WITHDRAWAL. Proposals m·ay be modified or withdrawnby an appropriate document dulyex.ecuted and.delivered to the place where Proposals are to be·submitted at any time prior to the time and date theproposals-are due; provided however, additional information may be requested and/or provided to evidence com_piiance, make non­ material modifications, clarifications or supplementations, and as otherwise permitted by 'Florida law. No proposal·may be withdrawn after openingfor a period of one hundred twenty (120) days,

SECTION 12. PROJECT lVIANuAL. The Project Manual, including scope of work for the District, will be available beginning July 20,2018 at 10:00 AM (EST). ("Proposal Pick-Up Tim e'') at the District's offices, 5076 Annunciation Cil'cle#103 Ave Maria FL 34142,_a. ttention:	Todd Wodraska.

SECTION" 13.   PROPOSAL FORMS. All  blankson the proposal fonn.s mustbe completed in
ink or  typewritten,    In making  its  proposal,  each  proposer  represents  that it  bas  read and
lUld-erstanps the Project Manual and that the proposal is made in accordanc;e· therewi including verification of the contents of the Project ManlJ,al. Failure to supply any requested information and submit fully completed forms may result in disqualification. The rnstrict reserves the right to request additional infonnation if clarification is necessary.

SECTION 14.	BASIS OF A.WARDIRIGRT TO REJECT. Toe District reserves the right to reject any and all District proposals in its sol-e and absolute discretion, whether or not reasonable, make modi:ficatious to the District work, award the contr?-ct -in wbo1e or in part 'With or without cause, and waive any informalities orirregularitiesin District proposals iIS it i s·deemed in th e-best interest of the District -qp until such time as a contract bas been fully executed by both parties.

SECTION15.	CON'IR.\.CT AW A.RD AND SERVICE AGREEMENT TERM. Within fourteen
days ofreceipt of the Notice of Award of the District contract, or as otherwise extended by the Distri.c theproposer s,hall nter into and execute a contract in substantially the form inclu(:ied
·within the  Project Manual. The proposer is  exp_ected fo commence work on or·about October lT
2018 gr such other date that is designated by the District in writing, which date sh&ll be fix ed.in the-District's sole discretion.,-  hly     work pr_ovi   ded     and     any     cost incurred by the proposer prior to receiving the Notice of Award and in i:i.dvance of the commencement date w.ill be at the prep .oser' s risk unless specifically agreed to in writing by the Di trict.

SECTION 16 . CH..-iliGES/1\fODIEJCATIONS. The District reserves the right to order chap.ges in its scope of work and resu)..ting CC>.i)tract. The successful proposer has the right to request an equitable price adjustment in cases where modifications to fhe contract under the authority oftbis clause result in, increased costs to the Contractor. Price adjustments will be based on the prices
proposed by the Co;ntractor in response to this solicitation. Any contract .resulting from this solioitation maybe modified upon written and mutual consent of both parties.
SECTION 17. INSURANGE. All proposers shall indude 8$ partof.their proposal a cttrrent Certificate of Insurance, Qr equivalent infonnation, demonstrating the company's msurance coverage and the ability to me t atleast the insurance coverage requirements set forth in the form
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of contract included within the Project Manual. In the event the proposer is notified of award for the District work, it shall provide proof of Insurance Coverage requested,, identifying the District, its officer.;; employees and agents as additional insureds, as more specifically to be stated in the contract to be executed, within fourteen (14) cale dar days after notification, or within such approved extended period as may be granted.

SECTION 18. FINANCLI\LS. In evaluating and scoring the proposals, the District will consider the financial capability of each proposer, and as such each proposer shou.1d submit rek:vant infonnatioa regarding financial capability. In the event the proposer is notified of award, the District may in its sole-discretionrequrrethat the proposer provide sufficient proof bf financial capabili1;)\ including, if requested, audited financial statements from the last three years.

SECTION 19. INDElVIl'-i"IBICATION. The successful proposer for the. District work shall fullyindemnify, defend and holdharmless the District and it-s  officers,  agents, and  employees from and against all claims, damages, costs andlosses arising, in whole or inPaTT: .as more ful}y set forth
mthe Contract form, to be executed.
SECTION 20. L1MITATION OF LIABILITY. Nothing herein shall be construed as or constitute a waiver of the District's limitations on liability contained in section 768.2 , Florida Statutes, or other statute or law.

SECTION 21. P..ROPOSAL INFORMATION. All proposals should include the following information, among other things des bed herein:

All completed and e;x.ecuted forms set forthin the Project Manual.

A listing of the position/ title and corpOFate .responsibilities of key management or supervisory personnel (foJ:D.lS attached). Include resun;ies for each person listed, and list year$ of experience in present position for each party listed and years of related e:x:perience ,.

Describe proposed  staffing leve1S7     including information  on  current operati0ns, administrative, maintenance and management staffing of both a professional .and technical nature, -in.Qluding resumes for staff at or above the project manager level.

Information related to other projects of similar size and scope for which prnposer bas, provided, or is currently providing, landscap.e and irrigation maintenance services (forms attached).

At least tbr:ee references from projects of similar size and scope. The proposer should inGlude information relating to the work it conducted for each refereuc-e as well as a·name; address and phonemnnber of a contact pecson.

A narrative description .of the proposer's approach to providing the services as described in the·sco_pe of services provided herein.

9

Completed proposal pricing. All responses must itemize the cost for each of the items described in the Pioject Manual and break: out all costs, such as the number of mowings by month, dollarvalueby event, etc. Unit costs for II].ulch and annuals, including installation, should be provided but not included in the contract amount as these services shall be rendered at the discretion of the District's Board of Supervisors.

SEcTION22. PROTESTS. Any protest relating to the Project Manual, including but not limited to protests relating to the proposal notice, the proposal instructions, the proposal forms,.the contract form,,the scope of work, the map, the specifications, the evaluation criteria, the evaluation process established in the Project Manual, or any other "issues or items relating to the Project Manual, must be filed in writing, witlrin seventy-two (72) hours (excluding Saturdays, Sundays, and official holidays of the State 0f Florida) after the Proposal Pick-Up Time, and any protest relating to a decision regarding a contract award or rejection of proposal(s) must be filed within seventy-two (72) hours (excluding Saturdays, Sundays, and official holidays of the State of Florida) after issuance of a notice of such a decision. Such protests must be filed to: District
Manager. Todd Wodraska at Special District Services. Inc.. 2501 Burns Road. Palm Beach
Gar dens, Florida 33410. A formal protest setting forthwith·particularity the facts andlaw upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure ta timely file a notice ofprotest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest relating to the aforesaid Project Manual.

SECTION 23. PROTEST BOND. Any proposer who files a Notice of Protest protesting the Project Manual, a proposal rejection, or a proposal award shall post withthe District at the time of filing (within 72 hours as referenced in Section 22 above), a protest bond payable to the District. The protest bond for protesting the Project Manual shall be in the amount of ten thousand dollars ($10,000.00). Notwithstanding the District's operating rules, the protest bond for protesting a proposal rejection or proposal award shall beinan amount equal to ten percent (10%) of the value of the solicitation, but in no caseless than ten thousand dollars ($10,000.00). Bonds shall be by a
U.S. postal service money order, certified, cashier's check or such other form of surety as the District's Staff may approve. All bonds shall be made payable to the District. Failure to postsuch bond within the requested·time period shall result in the protest being dismissed by the District, with the proposer afforded no relief.

If the person or firm protestip.g the award prevails, the bond shall be returned to the protestor; however, if, after completion of a formal protest hearing in which the District prevails, the bond shall be applied to_payment of the costs and attorney feesincurred by the District relative to the protest. Tue. entire ampunt of th bond shall be forfeited if the Dlstrict determines that a protest was tiled for a :frivolous or improper purpose, .including, but not limited to, the purpose of harassing, causing unnecessary delay, or causmgneedless cost for the District or other parties. No
proposer shall be entitled to recover any costs of proposal preparation from the District, regardless of the outcome 0f any protest	·

SECTION 24. EvALUATION OF PR OPOSALS. The proposals shall be ranked based on the criteria presented in the Evaluation Criteria sheet(s), contained within the Project Manual. Price will be one factor used in det   gthproposal that is in the best interest of !;he District, but
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the District explicitly reserves the right tomake such award to other than tbelowestpriceproposal. The District's Board of Supervisors shall review and evaluate the proposals in fue'ir individua1 discretion, and make anyfinal determination with respect to the award of a final ontract that i·s in the best interests o.f the District. Proposals may be held for a period not to exceed 120 days from the date of proposal opening for the purposes of revie'wing the proposals and investigating the qualifications of the proposers, prior to executing a contract agreement. During tlris time, all provisions of the submitted proposal must be in effect, including pricing. The District may visit ihe proposer's facilities as pim: of the evaluation process.

SECTION 25. BLACKOUT P ElUOD/CONE'O.J.l SILENCE. The blackou.t period is defined as between the time therequest for proposals is issued and.the time the respective Boards award the cont(act. During this black outperiod, any attempt to influen.ce the tbmking of staff or officials related to a solicitation for goods or services, in person, by mail, by facsimile, by telephone, by
electronic·mail, or by any other means of communication, will result in disqualification of their award and/or contract. This do.es not apply to pre-solicitation cqnferences, contract negotiations, or communications with staff not concemmg this solicitation.
SECTION 26. Pru CING-. Pr;oposer:s shall submit their price information on the supplied forms'i'.rith all blank spaces completed- Propos.ers shall also.sign.the required fortns.J ach line item shall be clearly stated and cover all charges including incidental. expenses, applicable taxes, inswance, overhead and profit. f'r9posers· will not be -allewed to make any substitutions in materials, quantities or frequencies during the proposal .process. Proposers shall guarantee that their pricing shall notincrease throughout the term of the contract agreement executed.

SECT.ION 27 .    MANDATORY	AND    PERMISSIVE    REQUIREMENTS.	Notwithstanding
anything else within the Project Manual, the onlymandatory requirements of this Project Manual are that each proposer must be authorized to do. business111. Florida, and hold all required state and federal licenses in good stan¢ling. All other requirements set forth .in the Project Manual shall be deemeq. "per;missive,"in·-that a proposer's failure to meet any r.equirementdescribed in mandatory
ter:ms such aS•"shall," "will,-"   man datory,"  or similar languagedoes not aufomatically disqualify
the proposer's pt0pos butinstead in the Board's discretion may resultin the disqualificationof a proposalor alternativel'1/ may be;tak m into accountin the evaluation at"1d scoringof the proposal.

SECTIQN 28. REFERENCE TERMS.  Any headings in this docume.at ar:e for the  purposes of referenceonlyan.d shall not limit or otherwise affect the meaning thereof Any referen_c:e to gender
shall be construed to ihclude.a11 genders; firms, partnerships a,nd corporation . References in the singular shall be construed to include the plwa;l and references in the plural shall be construed to include the singul,ar. Any reference to the '" District'' shall be construed to refer to the Ave Maria Stewardship CGmmunity District and the District shall be the authority for all matters et;>ncemi.IJ.g the District and the DistriGl"s resulting contract.

SEC1lON29. ADDITIONAL TERl'VfS AND CONDITIONS•. No .additional terms and e9nditiom; included with the Proposal r:esponse shall be evaluate9- or considered and any and all. sucl;i. additionalterms and conditions shallhave no force  and effect  and are-inapplicableto  the  Proposal. If submitted either purpose:fµUy through. intent or design or inadvertently appearing separatelyin transmitting letters, specifications,1iter-ature, price- li sts . or warranties, it is:understood and agreed

the general and special conditions in this solicitation are the only conditions applicable t9 this proposal and the proposer's autho-rized signature affixed-i o the proposal attests to this.

SECTION 30. El-VERIFY. Contractor may be required to utilize the U.S. Department of Homeland Security's E-Verify system to verify.the employment eligibility of all new employees hired by Contractor or any subcontractors utilized during tbe term of the contract.

AVE MARIA STEW.ARDSHIP COMMUNITY DISTRICT
REQUESTFORPROPOSAL
LANDSCAPE M'D IRRIGATION MAINTEN CE SERVICES

EVALUATION CRITERIA

Proposals for the District will be evaluc;te_d based on the following criteria:

Factor	Description
Personnel	Points	
	(E.g., geographic locations of the firm's headquarters or permanent office		
	in relation to the project; skill set and experience of key management an:d		
1.	assigned personne4 particularly the project manager; present .ability to	20	
	manage this p:rojeet; proposed staffing levels,. etc. Skill set includes		
	eerti:fications, technical training, and experience with similar prajects.J		
	Experience		
	(E.g., past record and experience of the respondent in similar projects;		
2.	volome ofwo* previously awarded  to the fitrn; past performance in 13.ny
other contracts_; character	,  integrity, reputati<;m, references. ofrespondent,	25	
	etc.)		
	Understanding of Scope of Work		
	Extent to whichthe proposal demonstrates an understanding of the District'.s		
3.	needs for the services requested.  Does it  demonstrate clearly the ability to
per form  these  services?	Were   any   suggestions  for   "best practices"	20	
	performance.in.eluded?		
	Financial Capability		
	Co.ntractor posse ses adequate macrunery, equipment, and manpower to		
	perform. the work for this Project under tbis contract in a high quality		
4.	manner or  the ability to a,cquire said.machinery,   equipment ., and manpower
prior  to  contract  start date.   Financial stability  and  creditworthmess  of	15	
	contractor will be considered. Contractor should provide Project specific		
	information.		
	Price		
	20 points will be awarded to the :Proposer submitting the lowest total bidfor		
5.	completing the work for-the initial term of the contract. A).1 other proposals will-r.ecei 'vea pereen:tage .of this amount based upon the.difference between	20	
	that P oposer'·s bid:and the low bid.		
TOTAL		100	

Once proposals are received for the District, the District's Board of Supervisors will review each submittal related to the District and score each proposal based on the evaluation criteria, information provided in response to r.eference checks, and any 9ther information available to the District and permitted to be used under law. The District's award will be based on the proposal that.is most.advantageous to the District.

The District also reserves the right to seek clarification fr.om prospective firms on any issue in a responsefor the District> invitespecific fums forsite visits or oralpresentations,or take any action it feels necessary to properly evaluate the submissions and construct a solution in the DistricCs best intereSt. Failure to submit the requested information or required documentation may result in the lessening of the proposal score or the disqualification of the proposal response.

Do not attempt to contact any District Board member, staff member or any p-erson other- than the
appoil}ted   staff   for   questions   relating   fo this  R,FP	yone attempting to lobby District representatives will be disqualified.

It is•anticipated that the District's.Board of Supetvisors will meet to evaluate District.proposals on September 4, 2018 at 9:00 am, out the District reserves tl:ie rigbt to reschedule any such meeting.

AFFIDAVIT OF ACKNOWLEDGMENTS

STATE OF - -Flo-rfd-a

- - - - -

COUNTY OF _   ...::C::.:..:..:ol:l:ic'e-r---- -	-

Before  me,  the  undersigned   authority,  a_ppeared the   affiant,	Jared Gray
having taken an oath, affiant, based on personal knowledge, deposes and states:

, and

1 am over eighteen (18) years of age and competent to testify as to the matters cont,tjned, herein.   I serve in  the capacity of	SF Regional Manager	for	Mainscape Inc. ("Proposer"),and am authorized to make this Affi.dav.it of Acknowledgments on behalf of
Proposer.

I assisted with the preparation of; and have reviewed, the Proposer's proposal
(!'Proposal") provided mresponse to the A-ve Maria Stewardship Community District proposal

to

for.landscape and irrigation. maintenance services. All of the information pro.vided therein is full and complete, and truthful and accurate. I understand thatintentional inclusion of false, deceptive or fraudulent statements, or the intentional failure to. include full and complete answers, may constitute fraud; and, that the District may consider such action on the part of the Proposer constitute good cause for rejection of the proposal.
I do hereby certify that the Proposer has not, either directly or fudirectly1 participated in .collusion or prbposal rigging.

The Proposer agrees tbro:ugh submission of the Proposal to honor all pricing information one hundred and twenty (120) days-from the opening of the proposals, and -if awarded
the contract on the basis 9f-tbis·P0r  posal   to enter into and ex:ecute tbe contract in the fonn inc:ludecl
in the Project Manual witbin fourteen (14) days after receiving a notice of award.

5..                 TheProposer acknowledges the receipt of the complete Projecl Manual as provided by the District and ;3.s described in the Projeqt Manual's Table of Cc;m.tents as well as the rec.eipt of	the	following	Addendum	No.'s:

By signing below, and by not filing a protest Vvithin the se:venty-tw.o (72) hour period after-the Proposal Pick-Up 'TIDl.e, the Proposer acknowledges that (i) the Proposer ha:s read , understood, and accepted the Project Manual; (ii) the Propo'ser has had an ·oppo rtunity to consult with legal counsel regarding the Project Manual; {iii) the Proposer bas agr.eed to the tenns. of the Project Matmal; and (iv) the Propos·er has waived an.y right to challenge-any matter relating to tb.e Project Manual, including but not limited to any protest relating to the proposal notice, propoS.al
instructions_, the proposal forms, the contract form, the scope of wo:rk, fue map,f.he sp ecifi cations ·, the evaluation criteri theevaluation process estap1ishe, d in  the   Project Manual, or any other issu.es or items relating to 'theProject Manual.
The P.roposer authorizes and requ s any person, firm Qr COiporati.on to furnish any pertinent information requested by the Ave Maria Stewardship Community District, or its
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authorized agents, deemed necessary to verify the st'at ents de	in theProposal, or refilITTling	'i
the ability, stand.ing1 integrity, quality of"performancei efficiency, and general reputation of f4e
Proposer.	I

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UJlder penalties of perjury l:!llder the laws of the State of lorida, I declare that I haveread the foregoing Affiaa-0.t of Acknowledgments.and that tbe foregoing is tme and correct.
Dated this	16th	dayof	August	_ 201_§_.

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By:	Jared Gray	a 	

P-ropose.,;:	Ma inscape Inc.

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Title;	Sou1h Florida Regioalanagerl...

STATE OF	-Florida ----

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COtlN""TY OF _ _;C:a.:oc.:.:.lli e-=--r 	_	!

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_J.1     Tue  foregoing   instrument	wledgea   before   me   thls    /   t  day    -of l{  .		, 20ti'..., by !.!.l..: _,f t11tict f.f---=:::: w o is P GO knownimeorwno basproduced _         ., 		-=-------asiaentification, an-aafcf [  ]
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Print	e: L.o /t e €/YI   r1	I

My Commission Expires0 - ;7   ,_dJ() .;x) CoIOm1ss1on No.:P F  1 /pl)I   '-f
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Noiary Publlc State of Aortda
Co!JeA...oAVolk
My Commjs:sjon FF 960214 Expires 0'.l/17/2020

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PROPOSAL FORM FOR
LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES FOR

AVE MARIA STEWARDSHIP C01v1MUNITY DISTRICT TO BE SUBlvITITED TO:
Ave Maria Stewardship Community District c/o Todd Wodraska
on or before August 20, 2018 at 9:00 A.M. (EST)

TO:	AVE MARIA STEWARDSHIP COMN!UNITY DISTRICT

FROM:	Mainscape Inc.

(Proposer)

In accordance with the Request for Proposals for Landscape and Irrigation Maintenance Services for Ave Maria Stewardsbip Community District the undersigned proposes to provide all services as described in the detailed Scope and/or Specifications for the District.

All proposals shallbein accordance .,viththe Project Manual,

AVE MARIA STEWARDSBIP COMMUNITY DISTRICT LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES PROPOSAL FORM

I,	Jared Gray	REPRESENTING	Mainscape Inc,	Company and/or Corporation, agree to furnish the services required in the scope/specifications at the following prices:

!.	Annual Contract Proposal Amount:

Annual Total	$	689,083
(Contract Total - Parts 1 thru 4)

NAME OF PROPOSER:

--Main sc-ap e-Inc.----------

ADDRESS:	13418 Britton Park Road

44

PHONE:	317-577-3155	FAX:	317-577-3161
SI  GNATURE:	<;n-
PRINTED NAME:--Ja-red-Gr-a--y<--- - - - - - - -
TITLE:	South Florida Reginal Manager

DATE:

-  -8/1-6/1-8

-	-	-	-

QUALIFICATION STA'ffil.'IENT

TABLE OF CONTENTS

PROPOSER QUALIFICATION STATEMENT LISTING OF CORPORA.TE OFFICERS AFFIDAVIT FOR INDIVIDUAL
AFFIDAVIT FOR PARTNERSHIP AFFIDAVIT FOR CORPORATION
SWORN STATEMEtrr UNDER SECTION 287.133(3) (a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES

AVE MARIA STE,vARDSIDP COMMUNITY DISTRICT

PROPOSER'S QUALIFICATION STATElVlENT
LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES

Mainscape Inc.
(Name of Proposer)

AVE MARIA STEWARDSHIP COlVIMUNITY DISTRICT PROPOSER QUALIFICATION STATEMENT

Proposer: Mainscape Inc.
[Company Name]

I...! A Partnership
I	A Corporation
I...! A Subsidiary Corporation

Parent Company Name:  	

Parent Company Address:

Street Address  	

P.O. Box (if any)	 	

City	State 	Zip Code _ _

_ _ _ _

Telephone

_ _ _

_ _ _ _

_ _ _ Fax no._ _

_ _ _

_   _      _  _	_ _

1st Contact Name

_ _ _

_ 	_ _

_ _ _

_   _	Ti_tle_   _   _   _   _   _   _

2nd Contact Name

_ _ _ _ _ _ _

_ _ _

_ _ _ Title _ _

_ _ _ _ _ _

Proposer Company Address (if different): Street Address	13418 Britton Park Rd.
P. 0.  Box (if any)	 							                                                                                                                City	Fishers			State	IN			Zip Code	46038 Telephone	317-577-3155			Fax no.	317-577-3161

1st Contact Name

_ _ _

_ _ _ _ _ _ _

_ _ _ _

_   _ Title  	

2nd Contact Name

- - - - - -- - - - - - - - - -Title - - - - - -

List the location of the office from which the proposer would provide services to the District.

Street Address	3080 Ravena Way City	Naples

State	Florida	Zip Code. 34120

Telephone	239-438-5112

Fa.-x: N.o _

_ _ _

_ _ _ _

_ _ _ _ _

1st  Contract Name	Jared Gray	Tjtle South Florida Reginal Manager

Is the Proposer inco:rp0rated _in     the	Sta,te of Florida? Yes ( ) No ( )

If yes, provide the following:

"		Is the Company in good standing with the Florida Department of.State,Division of Corporations? Yes ( ) No ( )
If no, please e-xplain	 	

e	Date incorporated _ _ _ _ _ _ _

_ _ _

_ Charter No. _ _ _ _ _ _

Ifno, provide the following:

0	The State with whom the Proposer's company is incorporated?	INDIANA

o	Is the company in good standing with the $fate? Yes (X) No ( )
If no, pl  e_ase	e xplain - - - - - - - - - - - -- - - - - - - -

Dateinco:rporated	1/23/1985	CharterNo.	198501-747

Is the Proposer company authorized to do business in the State of Florida? Yes
(X) No ( )

If Proposet	is not incof.porated, plea$e identifythe type ofbusi'ness entify (i.e.: Limited Liability Compan.y, Partnership, etc_) and the number of years Proposer has beenin the business of providing l dscape·sen,ices.

Has the Proposer's company provided 'Serv:ices for a community development district or similar community.previously? Yes (x) No ( )
If yes, provide the following:	Gateway COD	10 years	Current Client
Number of contracts Proposer has executed with oommunity development districts and/or similar communities during the past:five (5) years and the names of the entities as well as the length of the contract and whether each .such community is stilla CUITl:)nt client.
List the Prop.oser's total annual dollar value Df Gomparable contracts .for each of the last 1:b.ree (3) years starting with the latest year and ending with the most current year

{15)	$1 Million	(16)	$1 Million

What are the Proposer's current insurance limits?

General Liability	$ 1,000,000.00	
AutomobileLiability	$ 1,000,000.00	
Umbrella Coverage	$ 10.000.000.00	
Workers.Compensation	$ 1,000,000.00	
2·2

(17)	$1 Million

Employer's Liability Expiration.Date

$ 1,000,000.00
 	10/1/18	

1O'.		Please	- state whether or not the Proposer or any of its affiliates. ar:e presently barred or suspended from bidding or contracting on any state, l0cal, or federal contracts in any
state(s)?  Yes (  )  No (x)	Ifso, state the name(s) of the company(ies) _ _ _ _ _

The state(s) where barred or suspended _ _ _ _ _

_ _ _ _

_ _ _ _

_ _ _

State the period.(s) of debarment or suspension _ _

_ _ _

_ _ _

_ _ _ _ _ _

Has the Proposer ever failed to fulfill its obligations under any contract awarded to it?
Yes-	No _ x_	If  so,. where and why?   	

Has any officer or partner of the Proposer ever been anofficer, partn r:, or owner of some otherorganization that has failed to fulfill job duties or otherw se complete a contract? Yes ( ) No (X) If so, statename of individual, other organization and reason therefore. _

List any and all litigation to which the Prnposer or any of its affiliates has been a party in
the last five(5) years. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Has·the Proposer or any ofits affiliates ever been either disqualified or deµied
prequalification status by a governmental entity?  	    .....,-N'-"0' 	­
if.so, discuss the circumstances surroundin,g such denial.or disqualificationas:well as the date thereof

List five (5) current clients including contact persons and telephone. mnnbers as well as their contract value and length of service:	·
Gatewa	Elle Harris	239-561-1313	$1.M	10years

Del Webb Naples	Scott Brooks	239-495-4884	$1.0 M	7 years	
Crown Colony CC	Steven Kamel	239-940-8711	$700K	7 years	
'.IL.ioderbilt CC	Joey Coee	239-450-9087	$BOOK	10 years	
Riversto_ne 	Laura Bryant	 	678-699-8407	$1.0 M	2 years

List three (3) jobs (:inJ::luding company, contact person, and telephone number) lo&t in the p revious ·tw el ve (12) months and the reason(s) why:
Bridgetown @ Plantation	Developer TIO - Price	Arny Snyder	23.9-362-0151	
Somerset@ Plantation	Develo_eer T/0 - Price	Rose Wallace	904-705-7790	
Camden Lakes	Price	MikeMorrow	239-561-9160	

17_	List irrigation technicians and includenumbet of years of experience:
Louis Pineda	7 years
Izak llaniz		1 year Jason Matrishion	13 years

18. Attach current financial statemenis, prepared withinthe last one hundred eighty.(180) days, showing current financial resources, liabilities, capital eql?,ipment and historical financfa1 performance for the past oneyear.

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Attach any certifications or documentation reg ding eq.ucational experience of key personnel that would assist the District in ev:aluating the qµality and experience of such
personnel.

Key Personnel: Describe any ex:perience of tb,e principal  in¢viduals  (Foremen, Superint n.d en ts, etc.) who are. responsible for the actual landscape & irrigation maintenance workofyou·r orga,nization and who will.be assigned to this contract if awarded to contractor.
Arnold Ramirez	Branch Manager

Name
Operations	18

Position
3

TYPebfWork

Jay Arthurs
Name

Y:r:s. Experience	Yrs. With Firm

6grnnomy Manager
Position

Agronomy	15	12

Type.of Work

Zane Stoneman
Name·

Yrs·_ Exp erien ce	Yrs.WithFirm

Irrigation Manager
Position

Irrigation	22	8

Typ  afWork	Yrs. fa ,,perience	Yrs. With Firm

Dr. Stephanie Parker
Name
Agronomy	28

Reginal Director of Agronomy
Position
4

TypeofW0rk

Y rs, Experience	'Yrs. With Firm

L-:icensure - P lease list all applicable state and federal licenses, and state whether such licenses are presently in good standing. Be sure to include FDOT and Collier County Licenses:

DOT - 743546
Collier County - 112040 Irrigation License# - LS0?-00697
CPCO License# - JF260794

Security Measures - Please describe any background checks or other security measures that were taken with respect to the hiring and retention of the bidder's personnel who will be involved with this project, and provideproof thereof to the extent permitted by law:

Pre-employme nt ack_g_round check

Do  you have an arborist on staff?	Yes	(Yes/No)
If yes, please provideinformation about your on staff arborist:
Dr. Stephanie Parker, Reginal Director of Agronomy

If no, ·are you able/willing to provide an arborist for consultation purposes on District property? And at what cost?

Have youutilized the U.S. Department of Hom land Security's E-Verify system to verify the employment eligibility of employees l:ured by you or any of your subcontractors?
Yes	_x_	No_   _   _

Ifno, arey.ou willingancl able to undertak,  esuch	utilization as required by this Bid?
Yes 		No

T.he'Undersigned herebyru.1fuorize(s}and request.(s). yperson, fumotcorp91:-1:11;iqr;1.to furnishany pe.rtinen ,information requi::st.ed. by the District or its &uthorized .3:gents, deemed necessary to

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determine whether.theDistrictsboulq.<:onsid r thePrpposer for biddingon fb.elandscape.services invitation for proposals, including suc.h matters  as  the  Proposer·'s  ability;  standing,  integrity, quality of pem:,,:,n,nce, efficiency an<igenernl rnputation.

v.erify  the  statements  made in   this  &qcument  or  doc\lillents  attached heie,to   or .necessary to

 	Maihscape Inc.	
Name of Proposer

Th,is	16th	day-of	August	201_§_,

By:	Jared Gray	lj
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South Florida Regional Manager

[TypeName and Titleot Person S1gn.ing]

(Corporate Sea1)
&vo:r.uto befot.eme tbis	/ W	day of)(/    IAA   u,,:-0-J ,2011.
 l	v&K	9
(Seal)	Notary Public/Exprration Date

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CO:RPORATE OFFICERS

Company Name	Mainscape Inc.	Date	8/15/2018

Provide the following inforrnati.pn for Officers of the Proposer and parent company, if any.

NAME FOR PROPOSER	
POSITION ORTITLE	
CORPORATE RESPONSIBILITIES	
INDIVIDUAL'S RESIDENCE
CITY,STATE	

Mark Forsythe	
PresidenUCEO	
President/CEO	
Fishers, IN	

Bruce Torrance	
CFO	
CFO	
Fishers IN	

				

FOR PARENT COMPANY
(if applicable)		

				

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AFFIDAVXT FOR INDIVIDUAL	I
St.ate of	Florida	ss:
Cou±rtyof	Comer

Jared Gray	,	be!,ng duly swam-, dep0ses and says

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that  the  statements  and  answer-s   to  the  q:uestio:i;:is  concerning  the   qua catio:n statement  and	I
corporateoffices cqntained h emarecorrect and true·.as of t;his date; a:(ld th$:he/ heundetsr.auds

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that irrtenti.onal incl on offalse, ecepti.ve .or fraudulent statemeuf!ron thi,_s st atepien{ro1µ,tii;Uts	J

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fraud; and vii.ll be considered such acti.o on'!;he part of the Proposer to constitute good ca efor	1
r  jectingPropPser'sproposal.	!
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{Proposer rp,ust also signhere)	t

Swam to before me tbi:s	/   	dayof>(  .20
f l/ll!U{
N'otazy·.Public/&;piration bate:

(SEAL)

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AFFIDA.VIT }J'OR PARTNERSIUP

State of	Florida	ss:	i

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County of	Gollier

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Jared Gray	is	a	member	·of	the	:firm	of	i

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Mainscape Inc.	.being  ·duly    sworn,   deposes   and   says that  the	! statements and answers fo the questions concerning 'the. qualification statement ana. cor,porate.	i officers  are  co:rrect and  true as of the  date of  this  affidavit;- ancl,  that he/sh  understands that	t

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intentional inclusion of false, d tive- or fraudul t statetn,eo.ts on this statement constitqtes
fraud; and such i;ction on the pc/,rt of i_;l:i.e Pr oposi!rwill be considered to constitute goo--d causefor rejecnng:Proposer's proposal	j

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(filgnatnre of aL ertneaciSReq;,iri'1_

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Swom lo beforeme this /  8	d8'f of¥	201{	I
Ibi2UC	'j

(SEAL)

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---·---------------0-.,..-......_..   

AFFID.A:VlT FOR CORPORATION

St.ate of County of

 	Florida		SS!

 	Collier	

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t'	u..t_c:::. -- \		e..	

(title) ofthe 

ffisc: e..	{[A&.

(a corporatio.n describederem) treing duly sworn., deposes ·an.d says that the statements and

 	---

answers to the questj9ns in :the foregoing concerning the qua1ifioati-oE. statement and corporate offioer-s are •:eorrect and tru e . as of the date of s affi4avi1; and, tha:t h she understands that intentional inclusionof fals ► deceptiveor fraudulent statementsin:thisstatement eons:titt1tes fraud; and  su.cb.  action   on   the   part of   the   Proposer  will   be  i::onsidered   god'd   cause  for   rejection  of
Proposer's proposal.

(Offi°2;must2!s0sign here)

CORPORATE SEAL

Swornto  before me this	/<;;	dayof,i jVSJ-	201 ?_

JENNIFER OE"INE't'
Nc:a,y "ub,c-Seal
Maritn  -S:31a , "'<f r. CO!llmissicn N ml:er7101ci6 MyCcmmlss•011Expges Feb 26. 2026

(SEAL}

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SWORN STATEMENT UNDER SECTION 2·87 133 (3) (a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRTh1ES

THIS FORM MUST BE SIGNED 1N THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICER AUTHORIZED T.O ADMINISTER OATHS.

l .	'Ibis sworn statement is submitted to Ave Maria Stewardship Community District.

2.	This sworn statement is submitted by _

_M_a_in_s_c_a'-peln__.c__  _

_ _ _ _ _

_ _ _ _ _

(Print Name ofEntity Submitting Sworn Statement)
whose business address is	13418 Britton Park Road, Fishers,IN 46038
and (if appl,icable) i ts,Federal Employer IdentificationNumber (FElN) is	35-1633580
(If th entity hasno FEIN;"in clude the Social Security Number of the individual signing

this sworn statement: _ _ _ _ _

_ _ _

_ _ _ _ _

_ _ _

_ _ _ .)

,,
.:>.

Myname is	Bruce Torrance

and	my	relationship to the entity

named above is - ---C'--F--O= 	'-
I undercstand that a "public entity crime'i as defined in.'Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly :related to the tran action of business with any public entity-or with an agency or political subdivision of any other state or with the United States, including, but not lin:iited
to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the·United States and involving antitrust, fraud,. heft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

I understand that nconvicted" or "convictitm" as defined in Paragr'a-ph 287 .1 33(1) (b), Florida Statutes, means a finding of guilt or a conviction of a pubJ,ic entity crime, with or without an adjudication of guilt, in any federal or .state trial. court of record relating to charges brought by indictment.or information after July1, 1989, as a result of jury v.erdict,
nonj'UIY trial., or entry of a pleaof guilty or.nolo contendere.

I understand that an "affi1iate'' as defined in Paragraph 287.133(1) (a), Florida Statutes, mepns:

A predecessor orsuccessor of a person convicted of a public entity crime; or,

An entity under the control of any natural person who is acti:ve in th e•m a,tiagem en t of the entity and who has been convi t,(;d of a public .entity  crµne.  The  term ''affiliate." includes those officers, ct0rs, executives, partners, shareholders,
employees, members, and agents who are active in.the management of an affiliate. The ownership by one person of shares constituting a controlling interest-in anoth.er
person, or a pooling of equipment or incomeamongpersons whep.n:ot for fairmarket value under an arm!.s length agreement, shall be a.prima facie case that one person controls andther person. A person who-knowingly enters into jqint vent:ure with .a person who has been convicted of a public entity crime in. Flon,da dupng the precedi.ng 36months shall be considered an affiliate.

I understand that a "person" as defined in Paragraph 28-7.13 3 (1.) (e),Florida Statutes, mea.Qs an:y natural person or entity organized under the laws of anystate or of the United States with the legal power to enter into a binding contract and which qids or applies to bid on contracts for fh.e provision of goods or services let by a publi.c entity, or which otherwise transacts or applies to transact business with a public entity. Toe term "person" includes
those. officers, directors, executives, partners, shartholders; employees, members, and agents who are activein management of an entity.

Based  on  info.rtnati.on and  beli ef,_ ihe      statement	,   which  I have marked  below,  is  true in relation to the entity submitting this sworn statement (Please indicate which  statement applies.)

x_ 	Neither the entity submitting this sworn statement, nor any officers, directors,
executives, partners, shareholq.ers, employees, members, or agents who are active fu management of the entity, nor any affiliate of the entity, haye been charged with and convicted ofa _public entity crime subsequent to July 1, 1989.

              The entity sub:i;nitting thi s. sworn statement, or one or more of the officers, directors,·executives, partners, shareholders, .<;:mployees, ;members or agents who are active in tnao:ageinent of the entity or an affiliate of the entity, has been charged with and. convicted of a public entity crime subsequent to 1uly 1 1989, AND (pleaseindicate which additional statement applies):

_ _ _ There has been a proceeding concerning the cohviction before an Administrative
Law Judge of the State of Florida, Division of Administrative Hearings. The a1 order entered by the Administrative Law Judge did not pla e the person or affiliate on the convicted vendor list. (Please attach a copy of the final order.)

_ _ _ Toe person or affiliate was placed on the.convicted vendor list. Tb.er.e has be n a
subsequent proceeding oefo;re an Administrative Law Judge of the .State of Florida, Division of Administrative Hearings. The final order.entered by the Administrative Law Judge det rmined that it was in the  public interest to remove the  person  or  li  te from the convicted -vendor list. (Please attach.-a copyof the-final order.)

_ _ _ The person or affiliate1i.as not b'een placed on t;he convicted vendor list. (Please
describe any action taken by or pending with the Florida Depattm:ent of Management Services.)

SIGN.A.TUREFOR SWORN STATEMENTS AFFIDAVIT:

SrJ

 	v--

Date:	? ( l,S   1I  l('
S'I'ATEOF
COUNTY0-F """f":;J:-ilw,,-J-..,;f-_u-"--"'-

PERSONALLY iu'FEA:R:ED BEFORE ME, the und m:ied·authority, 		_

space provided above on this	l(	dayof.	t'tu 5.-t_-

201%

  [t,U.L'/trrrCL¾Cf'	who, after first being swom byme, a:ffixed1:tis/her signaturein the

(nameofindi:viduaI signing)	 	

  ------

UC
Mycommission expires:·

JE'iN•FERDE\',?'
Nr.3rv "ut'ic- Sea!
Marion C Jr:'f- S e cf·rdlara
CommiSS:.n N IT'• e<11c 15;
My	r.E,,;)ires b   26. 2026

3·3

A VE MARIA STEWARDSIDP COMMUNITY DISTRICT

PROPOSED LANDSCAPE.MAINTENANCE AGREEMENT

LANDSCAPE AND IRRIGATION MAINTENANCE SERVICES AGREEMENT BY AND BETW EE.N AVE MARIA STEWARDSHIP COMM(JNITY DISTRICT
Al\'D _ _ _ _ _ _ _ _ _ _

Tms	AGREEMENT C"A,gre,ern.ent" ) is made and entered into this _

_	day of

_ _ _ _ _ _, 2018, by and between:

Ave Maria Stewardship Community District, a looal unit of special-purpose government established pursuant to Chapter 2004-4617 Laws of Florida, being situate/!in Collier County, Florida, and havingoffices at 2501A Bums Road, Palm Beaqh Garden::;, Florida 33410 ("District" or the "Owner"); and

_ _ _ _

_ _ _

_ _ _

_ _, ac., _ _

_ _ _ _

_ _ _ _

_ wbose

address    	
_t ogethe	r with the District, the ''Parties").

RECITALS

(the "Contractor'' and,

WHEREAS,   the   Pistrict   was   e_stabl    'ishe4   for   the    purpose   of   planning,   financing, constructing, operating and/or maintaining certain ·infrastructure, including but not limited to landscaping and rrrig11tion ; and

WBE'RE , the District has a need to retain an independent contractor to provide landseape
and irrigation maintenance services for certain lands within and around the District; and

WHEREAS, Contractor submitted a proposal .attached hereto as Exhibit A and incorporated herein by reference (the"Propos ")1 and represents that it is qualmedto serve as a landscape and irrigation mainte:o,aJ}.ce contractor and provide such services to th, e Distri ct.

Now, THEREFORE, in consideration df the mutual covenants contained in  this Agreement, it is agreed that the Contractor is hereby retained, _·authorize cj!., and instructed by the District to perform in accqrdanc-e with . the following coven.ants and conditions, which both the District and fhe Contractor b.i;l-ve agreed upon:

lNCORl'ORATION OF REClTALS. The recitals stated above are true and correct and
by this reference are incorporated herein as,a material partof this Agreement.

DESCRIPTION OF WORK AND SERVICES.

A.. The District desires thatthe Contractor provide pr.ofess1onal landscape and irri,gation maintenance services within presently accepted .standards, Upon all Parties executing this Agreement the Contractor shall provide the District with t:he specifi c .services as set forthin this Agreement

While providing the services identified in this Agreement, the Contractor shall assign such staff as m y be,,reg_uired, and sucb staffshallberesponsihle

for coordinating, expediting, and controlling all aspects to assure
completion of the services.

The -Contr actor shall provide the specific professional senrices as shovro in Paragraph 3 of this Agreement.

SCOPE OF LA..1'IDSCAPE AND fiuuGATIO MAINTENANCE S ERVIC_ES. The duties, obligations, andresponsibilities of the.Contractor are those describ d in the Service Specifications attached hereto at Exhibit A. Contractor shall solely be responsible for the means, manner and methods by which its duties, obliga,tions and respons1bilities are met to the satisfaction of the Districl

MANNER OF CONTRACTOR'S P.ERFOR.1'1.ANCE. The Contractor agrees, as an independent contractor, co undertake wm:k and/or perfonn or _have performed such services as specifie_d in this Agreement or any addendum executed by the Parties or in any authorized written work order by the District issued in connection with this Agreement and accepted by the Contractor.  All  work shall be.performedin a neat and  professional  manner reasonably acceptable
to the Distrfot and shall be in accordan.c;e Withindustry standards. The performance of all services
by the Contractor under this Agreement and related to this Agreement shall conform to any written m·structionsis ed bytheDistrict.

Should any wotk and/or services be required wbioh are.not specified in this Agreement or any addenda, but which are ne:v rtheless necessary for the proper provision of services to the District, ·such work or se'rvic:es snall be fully performed by the Contractor as if described and delineated in this Agreement.

The Cpntrac:tor agrees that the District shall not_be liable for the.payment of ap_y work or senrices unless the District, through. an authorized representative or the District, authorizes the Contractor, in writing, to perform such work.

The District shall designate in writing a person to a;ct as the District's represen ativ with respect to the services .to be performed u.ndet this Agreement. The District's representative shall have complete authority ta
-transmit.instructions,receive information, .interpret ;md define the District's policies and deyisions with respect to materials, equipment, efoments, and system·s• pertinent to the Contra¢tor's. services.

The District hereby designates the Dis:tric:t Manageri or a
represe;ntative of the District Manager, to act as its representative. All references herein, or in the exhibits hereto to"DistrictManager'" shall mean the District Man ger or bis or her representative.

The Contractpr agrees to meet with the District's representative upon request at least one (1) time per month to·walk the property to

discuss conditions, schedules, and items of concern regarding this Agreement..

In the event that time is lost due to heavy rains ("Rain Days"), the Contractor agrees to reschedule its employees and divide their time accordingly to complete all scheduled services during the same week as any Rain Days. Toe Contractor shall provide services on Saturdays if needed to make up Rain Days, but shall not provide services on Sundays.

Contractor shall use all due care to protect the property of the District, its residents, and landov.r11ers from damage. Contractor agrees to repair any damage resulting from Contractor's activities and work within twenty-four (24).hours at Contractor' s expense.

Contractor shall provideunlimited service calls related to services provided pursuant to this Agreement.

If grass covered under the Services dies due to insect infestation, Contractor will replace such grass at no additional cost to the Owner.

If a plant or tree dies from insect or disease damages while under the proposed program, Contractor shall replace with one that is reasonably available at no additional cost to Owner.

COMPENSATION; TERM.

As compensation for services described in this Agreement, the District agrees to pay the Contractor twelve (12) monthly payments of
 	Dollars ($ 		--J	for anannual total of
 	 ($ 	_,Work  shall commence on October 1, 2018, and end September 30, 2019, unless terminated earlierin accordance with Section 13 below. At the end of the term set forth
above, the District shall have the option, in its sole and absolute discretion, of extending the agreement for up to  four additional  one  year (12 mo.nth)
periods.

At some point during the initial contract term, an additional area(s) of service could occur. These additional areas will be addressed through an amendment(s) reflective of similar pricing to the existing contract as reflected in Exhibit A. If similar pricing is not included on Exhibit A, the Contractor agrees to negotiate in good faith to undertake such additional work or _services.	Upon successful negotiations, the Parties shall agree in writing to an addendum, addenda, or change Qr_der(s) to   this Agreement. Toe Contractor shall be compensated for such agreed additional work or services based upon a payment amount acceptable to the Parties and agreed to in writing.

The District may require, as a condition precedent to makin,g any payment to the Contractor, that all subcontractors,material men,suppliers or laborers 9e paid and require evidence, in the form .of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, material men1 suppliers or laborers, and further require that the Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the DistriGt shall have the right to require, as a condition precedent to making any payment, evidence from the Contractor, in a form satisfactory to the District, that any indebtedness oft4e Contractor, as to services to the District, h beenpaid and that the Contractor has met all of he obligations with regard to the withholding and payment of tax.es, Social Security payments, Workmen's Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

The Contractor shall maintain records conform.mg to usual accounting practices. Further, the Cop.tractor a,grees to render m9hthly invoices·to the District., in -writing, which shall be delivered or mailed to the District by the fifth (5th) day of the next succeeding.month. These monthly invoices are due and payable within 1;hirty (30) days of receipt by the District. Each monthly invoice will include such·supporting information .as the District mayreasonably require the Contractor to provide.
INSURANCE.

The Contractor or any subcontractor performing the work de cribed in this Ag,:eemen.t shall maintain throughout the term of this Agryement tbe following insurance:

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

Commercial General Liability Insurance covering the Contractor's legal liability for bodily injuries with limits of no.t less than
$1,000,000 combined sib:gle limit bodily injury and  property damage;; liability, with a liability general aggregate Iiluit of
$5 1 000,000,	and covepng at le<!,st the •fo Uow j.ng hazards:

Independent Contractors Coverage for bodily injury and
property	damage   in	connection	with subcontra, tors 1
operation.

Employer's Liahility Coverage withlimits of at 1east·$ I,000,000 per accipynt o_r  disease.

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

The District, its stBff: consult ants agents and supervisors shall be named as an additional insured for the operations of Contractor performed pursuant to the Agreement. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effec_tive within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida, and such carrier shall have a Best's Insurance Report rating of at least A-VII.

If the Contractor fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, the Contractor shall pay the cost for that required insurance and shall fum.ish, upon demand, all information that may be required in connection with the District's obtaining the required insurance.

INDEMNIFICATION.

Obligations under tbis section shall include the payment of all settlements, judgments, damages, liquidated damages, pen alties, forfeitures, back pay awards, court costs, arbitration -and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, orm ba.Iikruptcy'proceedings) as ordered.

Contractor agrees to indemnify and hold harml s the District and its officers, agents and employees froµi any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or other damage of any nature, arising out of: or in connection with, thework to be performed by Contractor. Contractor further agrees that nothingherein shall constitute or be construed as a waiver of the District's limitations on liability contained in section 768.28, Florida Statutes, or any other statute. Any subcontractor retained by the Contractor shall acknowledge in writing such subcontractor's acceptance of the terms of this Section 7.

8	COMPLL<\NCE WITH GOVER.NMENT.M, REGULATION. The Contractor shall kee , observe, and perform all requirements of applicable local, State, and Federal laws, rules,

regulations, or ordinances. If the Contractor fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, State, or Federal governmental body or agencyor subdivision thereof with respect to the services being rendered under this Agreement or any action of the Contractor or any of its agents, servants, employees., or material men, or with respect to terms, wages, hours, conditions of employment, safety appliances, 0r any other requirements applicable to provision of services, or fails to comply with anyrequirement of such agency within five (5) days.after receipt of any such notice, order, request to comply notice, or repor:t of a violation or an alleged violation, the District may terminate tlris Agreement, such.termination to be effective upon the giving of notice of termination.

LIENS AND C LAIMS. The Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement.. The Contractor shall keep the District's property freefrom any material men's or mechanic's liens and claims or notices in respect to such liens and claims, which arise by reason of the Contractor's performance underthis Agreement, and the Contractor shall immediately discharge any such claim or lien. In the event that the Contractor does not pay or satisfy such claim or lien within three (3) business days after the filingof notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the gi.vmg of noticeof termination.

DEFAPLT AND P.ROTECTION 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; ,vhlch may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in tlris Agreement shall limit or impair the District's right to protect its tjghts from interference by a third party to this Agreement.

CUSTOM AND USAGE. Itis hereby agreed, any law, custom, or usage to the contrary notwithstanding, fuat the District shall have the right at all times to enforce the conditions and agreements containeq in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the District in refrairung fromso tloing; and further, that the failure of the District at any timeor times to strictly enforce its rights under this Agreement shall not be con ed ashaving created a custom in any way or  manner contrary  to the specific conditions and agreements of this Agreement, or as having in any way. modifred or waived the same.

TERMINATION. The Contractor agrees that the District may terminate tbis Agreement immediately with cause by providing written notice of termination to the Contractor. The District shall provide thirty (30) days written notice of temrination without cause. Contractor shall have the right to terminate this Agreement upon sixty (60) days written notice to the District. Upon anytermination oftbis Agreement, the Contractor shall be entitled to payment for all work and/or services rendered up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have aga_inst the Contractor.

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

AsSIGNMENT. Neither the District nor the Contractor may assign. this Agreement without the prior written approval of the other.
INDEPENDENT CONTRI\.CTOR STATUS . In all matters relating to this Agreement, the Contractor shall be -acting as an independent contractor. Neither th.e'Contr ctor nor employees of the Contractor, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Contractor, if any, in the performance of this Agreement. The Contractor shall not have any authority to assume or create·any obligation, express or implied, on beha1f' of the District and the Contractor shall have no authority to represent the District as an agent, employee, or in any other capacity, llilless·othen vi.seset forthin this· Agreement

HEADINGS FOR CONVENIENCE QNLY. The descriptive ;headings in this Agreement are for convenience only" and shall neither control nor affect the meaning or co.nstruction of any of
, the provisions of this Agreement.

ENFORCEMENT OF AGREEMENT. In the event that either the  District  or  the Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred,  including  reasonabie atton:i.eys ' fees, paralegal fees ?Ud costs ·for trial, alternati,v, e disp ute r esol ution , or appellate proceedings.
AGREEMENT. This instrument.shall constitute-thefinal and complete expression of this Agreement between the District and the Contractor relating to the subject matter of this Agreement. Should theprovisioris of ExhibitA conflict with the express terms _ofthisAgreement, the tenns of this Agreement shall supersede the te.cms of Exhibit A.

19,. . l'iDMENTS. Amendments to "and w aivers. of the provisions contained ip this Agreementmay be made·onlyby an instrument iti writing which is exec11ted by the Parties.

zl).        A1JTHROIZAn  o N.   The  execution ofthls A,greement ha:s been duly authorized by the appropriate body or official of the District and the Contractor, both the District and tp.e Contractor have complied wifuallthe requirements ofl a,w and both the District and tlieContractor havefu.Upower and authority to comply with the terms and provisions ofthis instrument

NOTICES. All notices, requests, consents a:nd other communication under this Agreement (''Notices,") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as, follows:

If  to the District	Ave Maria Stewardship CommunityDistrict

41

With a copy to:

2501 Burns Road
Palm Beaeh.Gardens, Florida 33410 Attn: District Manager

Hopping Green &.Sam-s, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Jonathan T. Johnson

If to the Contractor:	 	

Attn:- - - - - - - - -
Bxcept.as otherwiseprovided in this Agreement, any Notice shallbe deemed received-onl y 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 bu•siness 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, an.d
legalholidays recognized by-the United States govermnent shall not be regarded as business days. Counsel. for th District and counsel for-the Contractor may deliver Notice'on behalf of the District and the Contractor.  Any partyor-otherperson to whom Notices arnto besent or copied may notify
the o'the parties and addressees of any change in nameor address to which Notices shall be sent by providil1g the sameon five (5) days writtennotice to the parties and_ad ciressees set forthherein.

TmRD PARTY ENEFICIARIES. This Agreement is solely for the benefit of the District and the Contractor and no right or causeof action shall accrue upon or by reaso toorfor thebenefit of any third party not a formal party to t,l;iis Agr .eement.	Nothing in this Agreement expressed ot in;iplied is intended or shallbe construed to confer upon any person or eorporation other than the District and the Contractor any right remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions eonj:ained L--i this Agreement shall imtre to the sole
benefit of and shall be binding up.on the District and the Contractor and their resper,µve representatives,.successors, and assigns.

CONTROLLING LAW; VENUE. This Agreement 'and the provisions contained in this Agreement shall be· construed, interpreted, and controlled according to the laws of the State of Florida. Venue for any dispute sn?,11 be in a court of apprnpriate jurisdiction in Ceillier County; Florida.

EFFECTIVE DATE.  This Agreement shall be effective on  	20,18, and
sball remain in effect until	 	, 201Q, unless renewed or terminated in accordance with
the provisions of this Agreement.	·

PoBLIC RECORDS. Contractor understands and agrees that. all documents of any kind provided to the District in connection with this Agreement may be public records, and,

42

accordingly, Contractor agrees to complywjth all applicable provisions of Florida law in handling such records, including but not limited tb Sectiqn 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Todd Wodraska ("Public Records Custodian''). AmongotheT requirements and to tb.e extent applicable by law, the Contractor shall 1) keep and maintain public records required by the District to perform the service;
2) upon request by the Public ReCQrds Custodian, provide the District with the requested public
records or alfowihe re' c .ords    to   b    mspected or copied within a   reasonable time period at a cost that  does  not  exceed  the  cost  provjded m Chapter  119,  Florida  Statutes;  3)   ensure that public
records whichare exempt or confidential, and exempt from publicrecordsdisclosure requirements_,
are not disclosed ,except as authorized by Law for  the  duration of  the  contract tenn andfollowing the contract term if the Contractor does n.ot ti:ansfer the records to the Public Records Custodian of the District;_and     4)   upon c-omp1etion<;>f tb:ecox;itract, transfer to th.e District:, at no cost, all public reaords  in   Contractor's   possession   or,   alternatively,.  keep,   maintain   and   meet   all applicable
requirements for retaining public records pursuant t-0 Florida laws.  When such public records a1:e
transferred by the Contractor, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from publicrecords d_isclosurerequirements.  All records stored
electronicallymustbe provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORlDA STATUTES, TO THE CQNTRACTOR;S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT., CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT SPECIAL DISTRJCT SERVICES, INC., 2501 BURNS ROAD, PALM BEACH GARDENS, FLORIDA 33410, (561) 630-4922, TWODRASKA@SDSINC.ORG.COM.

SEVERABILITY. TJ;ie inv.alidity or unenforceability of any one or mpre prOvi$ions of this Agreement shall not affect the v lidity or enforceability of tpe remaining portions of-this Agreement, or any part of this Agreement.not held·  to be invalid or unenforceable.

ARM's- LENGTH TRANSACTION.	This Agreeme t , has been rtegotiated fully between the Parties a:s an arm'slength transaction. The Parti particjpated fully inthe·preparation of this Agreement  With the  assistance  of  their respective counsel.	In the oase of a dispute concerning.the interpretation of any provision of tbis Agreement, the parties ate eaeh deemed to
havedrafted, chosen, and selected th-e language, and any doubtful language willnot be interpreted or construed against any party.
COUNTERPARTS.  This Agreement may be exe.cutedin  ynumberofcountreyar1:s 7 each of which when executed and delivered shall be an original; however, all such counterparts togetijer shall constitute, but one and tbe·same mstru:ment.

FORCE MAJE.URE. Each party shall be cused from performance under this Agreetnent and shall have no liability to any other party for any period it is prevented frbm performing any o fits·obligations , in whole or in part, as a result of delay caused by the.other party

43

or by an act of God, terrorism, civil disturbance, acts of the Government in either its sovereign pr contractual capacity, natural disasters, or any other condition beyond Contractor's control.

IN WITNESS WHEREOF, the parties execute this agreement the day and year fust wTitten
above .

ATTEST:		AVE MARIA STEWARDSHfP COMl\11.JNITY DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

By: _	_

_	_	_	_

By: 	

Its:

E:xhibft A: ExhibitB: Exhibit C- :

Scope of·Services Contractor's Proposal Map

44

Right of Ways of'Roadways Right of Ways of Walkways
Medians	[), I \Jc.Ji (cer ,,.,
Ave Maria Blvd
Anthem Pkwy East of Ave Maria Blvd Pope John Paul II Blvd

Exhibit A Scope of Services

Oil Well Berm (East & West side)

c  ,,.b

,	I	•     I	lj
Town Center:	7'	./' O:::,l.,/3,-'rL
Avila Avenue

Annunciation Circle Seton Street
Milano Street

r<i i::,r l 1e..,. ..r. p.J?.,,.,f:, 1cJ	I f1 y .·. i:...

17 J (./

g)-

'

Roma Street Colby Street Torino Avenue

Ave Marfa Park.of Commerce:
Useppa Drive Menitt Lane Be.ckton Road

{l::;,

' '.'1  .:; .p....f''f l	J J(l

I .

/IG ;/G. ,1 r/a;1--,
);)µ, i ,-, 0 ,,_]tr C .-..

urz~
)

. l
}	,,.I)
_ :, f/

Lakes Park:
Lakes around the following streets
Ave Maria Blvd to Owens Way & Battle Creek Way Battlecreek Way and Milano St to Pope John Paul II Blvd Ironhorse Way and Nfilano St t9 Pope John Paul II Blvd
jf	lteuiize proposal for billing and informational pu:rposes as follows:

n	,,,----o-	.

J.{  i¥1)	• cZ , ..\ , r''

j

Ave Maria'Blvd Pope John Pau1 II Anthem Pkwy
Ave Maria Park of Commerce Town Center
Lakes Park Oil Well Berm

1/'L-  o{r' bre-J·tjX>t

PageI45

TURF CARE:
ST AUGUSTIN B/ ZOYSIA:
Six (6) applic tions of ferlilizer in tbe months ofJ anuary, March, May, July, September and November. Disease, insect and weed controls will also be treated six times a year iri llie ·above months an as need throughout the year. All turf, shrubs, ornamentals and grou.ndcovers will be monitored for pests, disease and nutrient problems with positive findings bdiQ.g reported.

o	Mowing of all St a:ugusti.ne turf areas one time per week dllrjngthe months of March
- November. Once every other wee¥.during the months of December - February (46 MOWS). The height of the cut will be set at approximately four inches. Bahia Turf will be Mowed as needed but not less than 40 times pet yeat at 3½ inch es.

e	Edging of all·sidewalks,curbs, pathways and otherpaved surfaces one time per week during the months o:fMarch -November,  and once ev	other week during the months of December - February. Edging is to be Defined as 011, tlining and/or
removin,g turf from the above-mentionedborders by use of a mechanical edger, also
debris removed by a gas blower.

o	Trimming around obstacles within finished turf areas will be completed monthly by use of chemicals, a stringtrimmer or other mechanical means.

a		Supplemental insect applications will be provided in adclition to our normal preventiveprogram as needed.to provide control. ANT CONTROL VlILL BE 1NCLUDED INTHESE SERVI CES .

11	Daily weedingby hand in all beds.

ST. AUGUSTINE AA"'D PLANT BEDS:

MONTH
January:

March:

May:

July:

September:

Page I47

APPLICATION
Fertilizer, insect and weed controls. Disease will be treated as needed throughout the year including pre-em.ergent wee.d control applicati9ns each spring.
Fertilizer, insect andweed controls. Disease will be treated as needed
throughout the year including pre-emergent weed control applications. each spring.
Fertilizer, insect and weed controls. Disease will be treated as needed
throughout the year including pre-emergent weed control applications each spring.
Fertilizer, insect and weed controls. Disease will.betreated as needed
throughout the year including pre-emergent weed control applications each spring.
Fertilizer, insect and weed controls. Disease will be treated as needed
through.out the year in.eluding pre-emergent weed control applications each spring.

Nov:ember:		Fertilizer, insect -an d weed controls. Disease will be treated as needed throughout the year including pre-emergent weed control applications each spring.

TREE/SHRUBIPALM CARE:
Three (3) applications of fertilizer in March, July, and November. Disease and insect controls are monitored monthly and treated as necessary.

o		Detailing of planted areas will be performed in a sectional metl1<:>d with ilie frequency of rotation being dependent upon the desired appearance. The.detaJ.1ing process will include trimming, pruning and shaping of all shrubbery, ornamentals and groundcover, removal of tree suckers as well as the defining of bed lines, tree saucers, and:the removal of unwanted vegetation. The :frequency established to completely detail the entireproperty is once every 4-6 weeks.

All services will bebacked with unlimited service calls at no {3.dclitional char ge. (48 hr response time)

TREE/SHRUB CARE PROGRAM:

MONTH :
March: April, July: August November: December:

APPLICATION:
Fertilize all plant material and check and treat for insects and disease. Spot Treat for insects, -Disease and fertilize as needed.
Fertilize all plant rnateria.l and check and treatfor"insects and disease. Spot Treat for inseets, Disease and fertilize as needed.
Fertilize. all plant material and check and treat for insects and dis ase, Spot Treat for insects, b is.ease.and fertilize as needed..

ANT CONTROL WILL BE INCLUDED IN THESE SERVICES

Proposals -will include all fertility requirements_ an   d  . any	insect/disease.problems on all-existing shrubs and palms1 as well as allnewly installed shrubs, trees and palms.

PALM!TREETRI;MMING:
Palms up to fifteen feet will be trimmed du.ring the monthly detailingor as ne.eded. Palms over fifteen feet wi·ll be fill additional charge and a separate proposal will be given at th time of the requ st

o		Trees in pedestrian walkway areas.will havea ciea:r:anoe mamtained up to seven feet in height. Trees along roadways, entrances,ap_d .driveways	will have·a clearance maintained up to fifteenfeet in height
Palm trees up to FIFTEEN feet will be trimmed of excess fronds and cleaned of y.nwanted s_eed pods and debris during the sectional rotation and palms out of rotation with1,fnwanted fronds, pods will be trimmed as needed. Trimming of palm trees exceeding fifteen feet will be included as a special service at an additional cost.

Page/ 48

Sidewalks, curbs and otherpaved surfaces adjacent to turf and/or other landscaped elements will be kept clean ofunwanted landscape debris by the use 0f forced air
machinery.

IRRIGATION MAINTENANCE SERVICE:
hrigation will be sernced monthly
The monitoring, cleaning, and adjustment of all irrigation system components on the property are to be included.
ra	Tue   proposal will state th.at tb._e  Contractor wilJ perfonn the following services once each month, twelvetimes per year, for the duration of the contract and will include the following lauguage.
Activate eachzone of the·existing system.
Visua11y check for and report any·dam_aged heads or onesneeding repair. Clean or adjust any heads·not functioning properly.
Rep.o	any valve.or valve box·that maybe damaged in any way. Leave areas in which repairs or adjustments are made free of debris.
Adjust controller to the watenng needs as dictated by weather conditions. Repairs thatbecome necessary, that are over and above routine maintenance will be done on a time and material basis. Service calls required between scheduled '{isits will be billed on a time and material basis.
In order to expedite minor repairs, Contractor 1s authorized to perform
$300.00 worth of repair-s without prior approval.
Any rep s which will exceed th l:).bove authorized amount, musf have -written
app roval
P1ior to the commencement of any work. Written estimate-s will be provided for approval

STORM CLEANUP:
"'		Clean up and removal of stonn damage debris, fallen trees, tree limbs, or oilier excessive debris from trees SHOULD BE QUOTED IN THE PROPOSAL AS ADDITIONAL
SERVICE. Do not include·fue price in tbe proposal total but include the basis for how storm cleanup would be charged and what the charge would be.

WARRANTY:
Proposal to include the following 1ap.g'uage.
e	To include that al1services are backed with unlimited service calls at no additional charge. (48 l:rr respons ·e tim e)
If the grass covered under this turf careprogram dies due to insect infestation, the
affected grass will be replaced at no charg totheOwner.
co	If a plant or tree dies from insect or disease damages while under the proposed program,
it will be replaced with one tbat is reasonably available.
"	Damage resulting from crews worlcing on property (e.g. mower and edger cuts) will be repaired at no charge.

EXHIBITB
AVE MARIA STEWARDSHIP COMMUNITY DISTRICT LANDSCAPE A.ND lRRIGATION MAINTENANCE SERVICES MAINTENANCE
REQUEST FOR PROPOSALS

Having carefully examined the specifications, agreement for service, s andhaving thoroughly inspected said property, the undersigned proposes to furnish all labor,-materials and proper equipment for e entire scope of work, in accordance with said specifications, for the sum of:
PARTl

Total General Weekly Services (mowing, edging & trimming, pruning, weed con.trot stakes
and guymg, soil testing)
$	490 904	Yr. Includes:

 $	252,323		Ave Maria Blvd.
$	53,540	Pope John Paul II	
$   99 479		Anthem Pkwy	
$    15 659		Ave Maria Park of Commerce	
$    6,600		Town Center	
$	48,231		Lakes Pa:rk	
$    15,072		Oil Well Berm	

Please provide your·charge associated withtra h rempval a,<, detailed in Part l (7) 	(this one should be included in your general landscape bidpricebut the Districtwants an estimate for this portion and reserves the right to remove it from the bidprice)
$	NIA	/application

Hand Watering

$   § 	/hr. for employee with.hand-held hose
$_ 100 /hr. for water truck/tanker

These prices are informational only and NOT to be included·in General Landscape Maintenance Cost

-	Freeze Protection (description of ability) Covering of annual flowers with freeze cloth and
supension of irrigation system.	

$-	

Annuals

-

$	-	

Mulching

-

-	Storm Cleanup$----1§_ /hr .

PART2
Fertilization  (Alllabor and mat .rials)	$	101,005.00	Yr.

Trees, shrubs & ground cover

October

13-0-13

1 LB

81q	5

$1015163

(Include any and all turfpesticide/herbicidemixtures you intend to use throughout the year)

Floratarn turf area
MONTH	FORMULA	APP-LICATION RATE	TOTAL POUNDS	COST-PER
(LBS. N/1000 SF)	PRODUCT TO BE	APPLICATION APPLIED
March	24-0-11	1 LB	12420	$16.683
June	24-0-11	1 LB	12420	$30 993
September	24-0-11	1 LB	12420	$13 363
December	24-0-11	1 LB	12420	$13.546
Zovsia turf areas	
' MONTH

March June September
December	FORMULA		APPLICATION RATE (LBS. Nil 000 SF)	TOTAL.POUNDS PRODUCT TO BE	COST PER
APPLICATION	
				APPLIED		
	24-0-11		1 LB	180	$281.13	
	24-0-11		1 LB	180	$522.30	
	24--0-11
10-0-20	,	.	1 LB
1 LB	180
220	$249.84
$228.27	

MONTI!	FORMULA	APPLICATION RATE
(LBS. N/1000 SF)	TOTALPODNDS PRODUCT TO BE
APPLIED	COST PER APPLICATION	
February	13-0-13	1 LB	6153.95	$10,151.63	
June	13-0-13	1 LB	6153.95	$10151.63	

MONTH	

FORMULA		
Palms
APPLICATION RATE (LBS. IPALM)		

TOTAL POUNDS PRODUCT TO BE
APPLIED		

COST PER APPLICATION		
February	8-0-12		1.5 LB		200		$553.00		
June	8-0-12		1.5 LB		200		$553,00		
October	8-0-12		1.5 LB		200		$553.00		
The totals in the "Cost per application" column should equal your·Total Fertilization Cost
for the y ar.

Pa:g J 52

PART3

Pest, Imported Pest, Insect & Disease Control   (All labor and materials) $    33,189	Yr.
(if entire pesticide allowance is required) *
* This is an allowance for treatments of trees, or:namentals, groundcovers, etc. and should include only those pesticides/herbicides not already included in the turf fertilizer section. This dollar amount will not be equally divided amongst the monthly invoices. The portion of the allowance used on any particular event shall be billed the month after services are renderM Cont;ractor shall continue to be responsible for the eradic tion/control of all weeds, pests and diseases after the allowance.listed above has been exhausted_

The District reserves the right to subcontract out anv and all OTC Iniection events.

Page j 53

PART4

Irrigation (All labor and materials)	$	63,985	/Yr.
hrigation will be serviced monthly
The monitorin g, cleaning, and adjustment of all irrigation system components on the property are to be included.

Theprnposal will state that the Contractor will perform the following services once each month, twelve times per year, for the duration of the contract and will include the following language.
Activate each zone of the existing s::vstem.
Visually check for and report any damaged heads or ones needing repair. Clean or adjust any heads not functioning properly.
Report any valve or valve box that maybe damaged in any way.
Leave areas in which repairs or adjusti:nents are madefree ofdebris. Adjust controller to the watering needs as dictatedby weather conditions.
Repairs that become necessary, that are over-and above routine maintenance will be done on a timeand material basis. Service calls requir.ed between scheduled visits will be billed on a tune and material b asis.
In order to expedite minor repairs, Contractor is authorized to perform
$300.00 worth of repaus without prior approval.
.Anyrepairs which will exceed the above authorized amount, must have\Vlitten
.appr0val
Priorto the conimencement of any work. Written estimates will be provided for approval

Page I54

Contractor shall provide a list of additional charges and pricing for such items other than routine maintenance as a separate price frb:r:h this bid.

/hr. (i.e. broken mainlines,

175

After hours emergency service hqurly rate$ pump &wells, etc.)

/application(do not include in Irrigation Total or Gr.andTotal)

Suspend irrigation system and re-engage once freeze thret has passed.

$ 175

Freeze Protection (description of ability-)	,---	-,	­

GRAND TOTAL (PARTS 1, 2. 3. & 4) - Thls is what contract will be written for)

$	689,083	/Yr.

FIRST ANNUAL RENEWAL
/Yr_

$ -	-

69-5 ,9-74  -	-	-	-

SECOND AN"NUAL RENEWAL
- !Yr.

THIRD ANNUAL RENEWAL
_	 	,!Yr.

FOURTH ANNUAL RENEWAL

$	702,934

$	709,963

$	717,063

 		/Yr.

Contractor/Firm Name--M-ai-nsc--a=p--e-Inc-.
Firm Address	3080 Ravena Way

Pagej5-5

- - - - - - - - - - - - - -

City/State/Zip	Naples, Florida 34120

Phone Number	239-438-5112	Fax Number_ _ _

_ _ _ _ _

Name and Title of Representative

Jared Gray, South Florida Reginal Manager

Representative's Signature	0§1:4¾:	 	

1

(Please Print)

Date

-8/1-6/1-8

-   -   -   -   -   -   -   -   -   -r--rr-- t7

ADDENDA - Bidder acknowledges the·receipt of Addendum No,'s

1.	JG	2. _ _ _ _

_.3, _	_

_	_	_ 4. _ _

_   _   _ 5.  	

Dated this	16th	day of	Au9ust	2018

EXHIBITC DISTRICT MAP

Page I56

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CPA	G RO U P

SPONSEL

?,oactive Advisors
-Ste-ate gic  S olution s

MAINSCAPE, INC.
Financial Statements
TOGETHER WIT// INOEPENOENT A UOI TOR'  s  ANO  A c c O U N TA  tl T ' s  REPORT ANO /NOEPEr,OENT AUDITOR'S ANO ACCOUNTANT'S Rf P O R T
ON    SUPPLEMENTARY  I NFORM A r/ON  AS OF

DECEMBER  31,     2017 ANO2016

SponselCPAGroup.com
251 North Illi nois Street Suite 450 Indianapolis, IN 46204 507 Woodscrest Drive Bloomlngton, IN 47401
MAIN 317.608.6699 FA)( 317.608.6698

MAINSCAPE, INC.

Table of Contents
Independent Auditor's and Accountant's Report	1-2
Financial Statements
Balance Sheets	3
Statements of Income..........,	4
Statements of Changes in Stockholder's Deficit ......,	5
Stat ements of Cash Flows ................................................................................. ,	6-7
Notes to Financial Statements ............................................,	8-15
Supplementary Information
Independent Auditor's and Accountant's Report on Supplementary Info rmation	16
Schedulesof Selling, General, and Administrative Expenses	17
Schedules of Key Perfo rmance Indicators	18

SPONSEL
CPA  GROUP

? r oacti  w  Advisors
Strategic Solutlon,s

I N D EPEN D EN T A U D I T O R' S AND A CCO U N T A N T' S REPORT

To the Board of Directors of Mainscape, Inc.:

Report on the Financial Statement s
We have audited the accompanying financial statements of Mainscap, e Inc., which comprise the balance sheets as of December 31, 2017 and 2016, and the related statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2017, and the related notes to the financial statements.

We reviewed the accompanying statement s of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2016. A review includes primarily applying analytical procedures to management's financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial st atements as a whole.
Accordingly, we do not express such an opinion on the statements of income,changes in stockholder's deficit, and cash flows for the year ended December 31, 2016.

Management's Responsibility for the Financial Statem ents
Management is responsible for the preparation and fair presentaiton of these financial statements in accordance with accounting principles generally accepted In the United States of America; this includes the design, implementation,and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility
Our responsibilit y is to express an opinion on the balance sheets as of December 31, 2017 and 2016, and the related statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2017, based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Unit ed States of America. Those standards require that we plan and perf orm the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriat e in the

SponselCPAGroup.com
251 NorthIllinoisStreet  Suite 450 Indianapolis, IN 46204
507 Woodscrest Drive Bloomington, IN 47401
MAIN 317.608.6699  FAX 317.608.6698

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's Internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our audit opinion.

Accountant' s Respon sibility
Our responsibility is to conduct the review engagement in accordancewith Statements on Standards for Accounting and review Services promulgated by the Accounting and Review Services Commit tee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifi cat ions that should be made to the statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2016, for them to be In accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Opinion
In our opinion, the balance sheets as of December 31, 2017 and 2016, and the related statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2017, present fairly, in all material respects, the financial position of Mainscape, Inc. as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the year ended December 31, 2017, in accordance with accounting principles generally accepted in the United States of America.

Disclaimer of Auditor 's Opinion on Statem ent s of Income, Changes in Stockholders'  Deficit and Cash Flows
Because we were not engaged to audit t he statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2016, we did not extend our auditing procedures to enable us to express an opinion on results of operations and cash flows for the year ended December 31, 2016. Accordingly, we express no auditor's opinion on the results of operations and cash flows for the year ended December 31, 2016.

Accountant' s Conclusion
Based on our review, we are not aware of any material modifications that should be made to the accompanying statements of income, changesin stockholder's deficit, and cash flows for the year ended December 31, 2016, in order for them to be in accordance with accounting principles generally accepted In the United States of America.

Indianapolis, Indiana M arch 16, 2018

c	,LLe

MANISCAPE,INC.
Balance Sheets
December 31, 2017 and2016

ASSETS			UA 0I LITIES ANDSTOCKHOLDER'S DEFICIT		

Current Assets	2017	2016	
Current liabilities	2017	2016	
Accounts receivable, net	$ 9,263,727	$ 7,571,425	Checks writtenIn excess or bank balance	$ 1,532,485	$ 1,222,710	
Employee receivables	27,416	9,666	Lines of credit	3,101,370	2,649,3110	
Related party receivables	209,81.0	194,650	Accounts payable	2,345,187	1,423,231	
Unbilled accounts receivable	1,330,505	1,393,881	current portion of notes payable	3,817,383	5,363,121	
Work In process	U0,575	127,10S	Current portion of settlement payable	414,758		
Inventories	920,0112	1,219,647	Accrued expenses	703,037	1,238,415	
Prepaid expenses	393,801	349,066	Deferred revenue	724,636	907,759	

Toto/ current assets	 12,265,876	10,865,440		Total cutrent liabilities	 12,638,856 	gS04,576

Pro pert v and Equipment			Long-Term llablllties		
Furniture and fottures	94,083	90,765	Note payable to former owner	4,981,600	5,479,760	
Machinery and equipment	14,683,221	12,777,718	Notes payable, net of current portion			
Vehides	16,079,785	14,897,048	and loan fees	6,564,990	5,185,689	
IT equipment	117,641	122,941	Settlement payable, net of current portion	1,335,342		
Leasehold Improvements	 	791,513	796,499	
31,766,243	28,684,971	Total to11g - term //abilities	12,881,932	10,665,449
Accumulated depreciation	(23,108,669)	(20,125,871)	

Net property andequipment	 8,657,574	8,559,100	

Toto/ liabilfr/es	2, 5 520,788	470,025

Commitments and Contingencies (Notes 8 and 9)

Stockholder's Deficit

Common stock	12,365	12,365	
Additional paid-In capital	581,193	581,193	
Retained earnings	    8,658,864	9,210,717 	
	9,252,422	9,804,275	
less: Treasury stock	(13,849,760)	(13,849,760)	

Tata/ srockhalder's deficit	 (4,597,338)	(4,045,485)

$  20,923,450	$19,424,540	$ 20,913,45Q

_ _19 ,42 54Q

Seeindependent auditor's and accountant's report and accompanying notes to the financial statements.	3

MAINSCAPE, INC.
Statements of Income
For the Years Ended December 31, 2017 and 2016	 	

2017	2016
(Audited)	(Unaudited)

Sales	$  75,148,598	$ 74,019,569	
Cost of Sales	   56,315,165	53,418,988	
Gross Margin	18,833,433	20,600,581	
Gross Margin Percentage	25.l	27.8	
Selling, General, and Administrative Expenses (Exhibit I)	
14,471,243	16,196,243	

Settlement Expense	1,823,789	
Life Insurance Proceeds	 	(3,012,915)	
Operating Income	 	2,538,401		7,417,253	
Other Income (Expense)		
Interest expense	(1,187,487)	(1,039,662)	
Other income, net	 	21,311	5,624	
Total other expense, net	(1,166,176)	(1,034,038)	

Net Income	

   $	1,372,225	$	6,383,215	

See independent auditor's and accountant's report and accompanying notes to the financial statements.	4

MAINSCAPE, INC.
Stotements of Changes in Stockholder's Deficit
For the Yeors Ended December 31, 2017 and 2016	 	

	Common Stock		Additional Shares•	Amount	Paid in Capital	Retained Earnings	Treasury Shares *	Stock
Amou nt	
Total	
Balances, January 1, 2016	100	$	12,365	s	581,193	s	5,405,676	100	$	(13,849,760)	$	(7,850,526;	
Net income	-	6,383,215			6,383,215	

Stockholder distributions	-	(2,578,174)			(2,578,174:	
Balances, December 31, 2016	100	$	12,365	$	581,193	$	9,210,717	100	$	(13,849,760)	$	(4,045,1185	
Net income		1,372,225		-	1,372,225	
Stockholder distributions		(1,924,078)			(1,924,078:	
Balances,December 31, 2017	- 100        $	12,365	$	581,193	     $	8,658,864		100		s (13,849,760)	$	(4,597,338]	

J,000 shares authorized, 200 shares issued, and 100 shares outstanding at December 31, 2017and 2016. No par value.

See independent auditor's and accountant's report and accompanying notes to the linanclal state ments.	5

MAINSCAPE,  INC.
Statements of Cash Flow s
For the  Years End ed  December 31, 2017 and 2016	Page 1 of 2

INCREASE (DECRE.ASE) lN CASH

Cash Flows from Operating Activities

2017	2016

Cash received from customers	$    73,330,818    $     71,842,091 Cash paid to suppliers and employees		(66,046,393)	(65,246,914) Life rnsurance proceeds				3,012,915
Interest paid	 	(1,162,543)	(1,042,550)

Net cash provided by operating activities	6,121,882	8,565,542

Cash Flows from Investing Activities
Purchase of property and equipment	(8,000)	(253,963)	
Proceeds from sale of property and equipment	150,047	122,953	

Net cash used in investing activities	142,047	(131,010)

Cash Flows from Financing Activities
Borrowings on llne of credit, net	(542,476)	(1,407,747)	
Principal payments on noteto former stockholder	(400,000)		
Payment on obligation to former stockholder	(98,160)		
Principal payments on notes payable	(2,183,763)	(4,082,288)	
Proceeds from capital lease obligations	429,795		
Principal payments on capital lease obligations	(1,766,173)	(1,162,709)	
Payments on settlement payable	(73,689)		
Increase in amounts due from related parties	(15,160)	(766,828)	
Stockholder distributions	     (1,924,078)		(838,552)	

Net cash used in financing activities	(6,573,704)	(8,258,124)

Net  Increase (Decrease) in Cash	(309,775)	176,408

Cash (Deficit) , Beginning of Year	 {1,222,710)      -	{1,399,118)

Cash (Deficit) , End of Year	$	(1,532,485)	$	(1,2 22,710)	
Non-Cash Transactions
Non-cash stockholder distributi ons	
$	
 	$	1,739,622	
Purchases of property and equipment through financing	$	4,384,391	$	2,658,411	
Refinanced obligations from previous bank	$	(11,376,958)	$	
Refinanced obligation to current bank	$	11,425,315	$	

M AINSCAP,EINC.
Statements of Cash Flows, Continued
For the Years Ended December 31, 2017 and 2016	Page 2 of 2

 	RECONCILIATION OF NET INCOME TO NET CASH 
PROVIDED BY OPERATING ACTIVITIES

2017	2016

Net Incom e	 $	1,372,225	$	6,383 , 215

Adjustments to Reconcil e Net Incom e to

Cash Provided By Operating Activitie s			
Depreciation	4,211,445	4,329,968	
Amortization of loan feeson capital lease obligations	8,350		
Gain on sale of property and equipment	(67,575)	(3,936)	
Settlement expense	1,823,789		
Capitalized loan fees	(44,53 1 )		
(Increase) decrease in operating assets:			
Accounts receivable, net	{1,692,302)	(2,226,440)	
Employee receivables	(17,750)	(1,016)	
Unbilled accounts receivable	63,376	127,075	
Work in process	6,530	(41,911)	
Invent ories	299,605	287,294	
Prepaid expenses	(44,735)	(5,266)	
Increase (decrease) in operating liabilities:			
Accounts payable	921,956	(241,670)	
Accrued expenses	(535,378)	(223,058)	
Deferred revenue	(183,123)	181,287	

Net

Total adjustments	 	4,749,657	-	2,182,327
Net Cash Provided By Oper ating Activities	$	6,121,882	$	8,565,542

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016

1.	SUM M ARY O F S I GN I FI CAN T A CCOUN TI N G P O LI CI ES
Description of Activities
Mainscape, Inc. (the Company) , an Indiana S corporation, provides commercial lawn care maintenance, landscape installation and snow removal services to corporations, communities, homeowners, and military bases throughout the United States. The Company is headquartered in Fishers, Indiana, and has fa cilit ies in Florida, North Carolina, Georgia, South Carolina, New York, Hawaii, Missouri, Texas, Alaska, M ichigan, Utah, Kentucky, and Nevada.

Principles of Consolidation
Mainscape, Inc. consolidated the wholly owned subsidiary Mainscape Investments, LLC in the accompanying financial statements for the year ended December 31, 2016. All material intercompany accounts and transactions have been eliminated. Mainscape Investments, LLC was organized to hold equity interests in
outside investments. The overall impact of this consolidated entity was not mate rial to the financial statements as a whole.

At December 31, 2016, Mainscape Investments, LLC did not ho ld any assets or liabilities and all activities of the subsidiary were concluded. In 2017, Mainscape Investment s, LLC was dissolved, and there was no gain or loss recognized by the Company.

Basis of Accounting
The accompanying financial statements were preparedon the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States require s management to make estimates and assumptions that affect the reported amounts of assets and liabilit ies and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimat es.

Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivale nts. There were no cash equivalents at December 31, 2017 and 2016.

Accounts Re cei vable
Accounts receivable are composed of uncollateralized trade accounts receivable reduced by an allowance for bad debt in the amount s of $77,560 and $175,124 at December 31, 2017 and 2016, respectively. Accounts are considered delinquent after 90 days and written off when considered uncollectible. The collection loss is estimated based upon historical credit losses and t he customers' current creditworthiness. Delinquent accounts are initially reduced by a reserve generally comput ed based on a historical percentageof aged accounts.
Additional write -downs may be recorded based on a credit evaluation and the specific circumstances of the customer.

MAINSCAPE, INC.
Notes to Finonciol Statements December 31, 2017 and 2016

1.	SUM M ARY OF SIGNIFICANT ACCO U N TI NG POLICIES, CONTI NU ED
Inventories
Inventories are valued at the lower of cost, determined by the weighted-average method, or net realizable value, and were comprised of the followingfor the years ended December 31:

2017	2016
Landscaping material and supplies	$	147,921	$	176,790	
Fertilization material and supplies	488,290	505,055	

Snow removal material and supplies 	283,831 --

537,802

Total inventories	 $	920,042	$ $1,219,647

Property and Equipment
Property and equipment are recorded at cost. Property that has been placed in service is depreciated using the straight-line method over the following estimated useful lives:

Furnitu re and fixtures Machinery and equipment Vehicles
IT equipment
Leasehold improvements

Years 3-10
3-7
3-5
3-7
3-40

Depreciation expense was $4, 211,445 and $4,329,968 for the years ended December 31, 2017 and 2016, respectively. Expenditures for repairs and maintenance are charged against operations as incurred.

Revenue and Cost Recognition
The Company recognizes revenue as services are provided to customers pursuant to contracts that are generally one year or less in dur ation. Contract costs include all direct labor, material and related job costs and those overhead costs related to the contract performance. General and administration costs are charged to expense as incurred. Revenue from time and material contracts are recognized on the basis of costs incurred during the period, plus the fee earned.

The asset, " unbilled accounts receivable," represents amounts not yet billed for servi cesperformed. The asset, "work in process," represents amounts for services performed not yet completed. The liabilit y, " deferred revenue," represents billings for services not yet perf ormed .

Sales Taxes
Sales taxes collected from customers and remitted to various state governmental agenciesare not included in sales, cost of sales, or expenses.

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016
SU M M ARY OF SIGNIFICANT ACCO UN TI NG P O LI CI ES, C ONTI NU ED
Income Taxes
Mainscape, Inc., with consent from its stockholder, has elected under provisions of the Internal Revenue Code to be treated as an S Corporation. In lieu of corporate income taxes, the stockholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Mainscape Investments, LLC is a single-member limited liability company and treated as a disregarded entity for income tax purposes. Therefore, no provi sion or liabilit y for federal or state income taxes has been included in these financial statements.

Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Company and recognize a tax liability if the Company has taken an uncertain position that more likely than not would be sustained upon examinat ion by various federal and state taxing authorities.
Management has analyzed the tax positions taken by the Company , and has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the accompanying financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. No interest or penalties related to income taxes were incurred for the years ended December 31, 2017 and 2016.

The Company has filed its federal and state income tax returns for periods through December 31, 2016. These income tax returns are generally opento examination by the relevant taxing authorit ies for the years ending December 31, 2016, 2015, and 2014 from the later of the date the return was filed or its due date (including approved extensions).

Subsequent Events
Subsequent events have been evaluated by management through March 16, 2018, which is the date the financial statements were available to be issued.

LINES OF CREDIT

The Company had a revolving tine of credit with a bank that provided for short-term borrowings limited to the lesser of $6,000,000 or the current borrowing base as defined. Interest on borrowings was payable monthly based on LIBOR plus 2.25%. In March 2017, the Company refinanced its line of credit with a new bank. The agreement provides for short-term borrowings limited to $6,000,000,bearing interest equal to the prime rate plus an added margin based on the Company's leverage ratio each quarter, which ranges from -0.25% to 0.25% (4.75% at December 31, 2017). The balance as of December 31, 2017 and 2016 was $3,101,370 and $2,649,340, respectively . The line of credit will mature on March 15, 2018, and is secured by substantially all assets of the Company with limited guarantees by two members of management.

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016

NOTES P AYAB LE
Long-term debt was comprised of the following for the years ended December 31:

Various notes payable to a bank in monthly installments totaling $379,950, plus interest at various rates, with maturities ranging from May 2017 through July 2020. Secured by substantially all assets of the Company and stockholder's guarantee.*

Note payable to a bank in monthly installments of $194,444, plus interest computed at prime plus an added margin based on the Company's leverage ratio each quart er, which rangesfrom -0.25%to 0.25% (4.75% at December 31, 2017), through maturity in March 2020. Secured by substantially all assets of the Company with limited guarantees by two members of management.* *

Capital lease obligations payable in various monthly installments, with various imputed interest rates, with maturities ranging from April 2019 through May 2022. Secured by related equipment.

Capital lease obligations payable in various monthly installments, plus interest of7.2%, with maturities ranging from April 2021through August 2021. Secured by related equipment.

Capital lease obligations payable in various monthly installments, plus interest of 9.6%, with maturities ranging from February 2012 through September 2021.. Secured by related equipment.

Capital lease obligation payable in monthly installments of
$3, 628, plus interest computed at 8.7%, through August 2021. Secured by related equipment.

Capital lease obligation payable in monthly installments of

2017	2016

$	$	8,622,716

5,444,448

1,942, 315	1,926,094

2,633,642

135,800

136,145

$3,716, plus interest computed at 8.5%, through March
2021. Secured by related equipment.	
 	126,204			
	10,418,554	10,548,810	
Less: current portion	(3,817,383)	(5,363,121)	
Long-t erm debt, net of current portion	6,601,171	5,185,689	

Less: loan fees, net
Long-term port ion, net of current portion and loan fees

 	(36,181)	
 	$   6,564, 99Q	 	s 5,185,689 

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016

NOTES PAYABLE, CONTINUED
*In March 2017, these notes payable were refinanced with a new bank. See corresponding new note payable referenced by*"'.

Aggregate maturities of long-term debt are as follows for the years ending December 31:

2018	$	3,817,383		
2019	3,892,831		
2020	2,102,300		
2021	600,398		
2022	5,642		
	$	10,418,554		

The note payable to the bank and the line of credit (described in Note 2) required the Company to meet certain financial covenants. The Company was in compliance with those covenants at December 31, 2017.

SU BORDI N ATED NOTE P AYABLE TO FORMER STOCKHOLDER
The Company has a note payable to a forme r stockholder, with interest computed at 10%, payable monthly through maturity in December 2020. This note payable is subordinated to the notes payable to the bank discussed In Note 3. The balance of the note was $4,981,600 and $5,498,160 at December 31, 2017 and 2016, respectively.

When principal payments are made on the subordinated note payable, the Company is required to pay the amount of federal income tax attributable to such principal payments at the then applicable long-term capital gain tax rate. The Company has included the estimated taxes payable in the amount of $981,600 at December 31, 2017, and $1,098,106 at December 31, 2016, on the remaining principal balance using an estimated long­ term capital gain tax rate of 25% at December 31, 2017 and 2016.

S ETTLEM ENT P AYABLE
Subsequent to December 31, 2017, the Company reached a settlement agreement related to certain payment disputes occurring from 2009 to 2015 between the Company and American Senior Communities, LLC ("ASC''). The settlement was reached in January 2018 and obligates Mainscape to pay ASC a total amount of $1,823,789 by no later than October 2019 in accordance with the payment plan described below. In 2017, the full amount of the settlement was recognized as expense on the statement of income, as the amount was estimable at December 31, 2017.

The payment schedule for this obligation requires $24,563 to be paid monthly to ASC through September 2019, and a balloon payment of $844,273 in October 2019. In addition, in accordance with the settlement agreement monthly escrow payments of $10,000 are also required to be deposited into a restit ution account maintained by the Company. These payments will continue until the funds accumulate to an amount of $390,000 and will be held until judgment is rendered in a separate criminal case to determine what portion of the $390,000 the Company will owe to ASC.

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016
SETTLEMENT P AYAB LE, CONTI NU ED
Duringthe year ended December 31,  2017, the  Company  made advanced  good-faith  payments  on the settlement payable, as the agreement was awaiting all the appropriate approvals by all impacted parties. Accordingly, through December 31, 2017, the Company has paid $30,000 to the restitution account held by the Company's attorney. These payments are recorded as prepaid expenses on the balance sheet. The Company has also made three monthly payments totaling $73,689 to ASC. At December 31,  2017, the  Company had a remaining liability of $1,750,100 related to the settlement,  which is to  be  paid  out  as follows  for  the  years ending December 31:

2018	$	414,758	
2019	1,335,342	
	$	1,750,100	

CAP ITA L LEASE O BLIG ATIO N
The Company leases various vehicles and equipment from multiple companies, as noted in Note 3, which are treated as capital leases and recorded as long-term liabilities, net of current portion on the financial statements. The cost of these vehicles and equipment capitalized in property and equipment totaled $11,960,508 and
$7,449,101at December 31, 2017 and 2016, respectively, with accumulated depreciation of $6,696,078 and
$4,819,978, respectively. Amortization of these assets held under capital leases is included in depreciation expense.

EMPLOYEE B ENEF IT P LA NS
The Company maintains a defined contribution retirement plan as allowed by section 401(k) of the Internal Revenue Code, covering substantially all employees who are at least 21 years old and have completed one year of service. The plan permits voluntary employee contributions up to the IRS lim it in addit ion to discretionary contributions by the Company. There were no Company contributions during the years ended December 31, 2017 and 2016.

O PER ATIN G LEAS ES
The Company leases certain facility space and equipment pursuant to long-term non-cancellable operating leases, which expire at various dates through December 2026. The leases require the Company to pay additional amounts related to property taxes, maintenance and insurance. The rent expenses recorded for these operating leases were $1,347,501and $1,488,945 for the years ended December 31, 2017 and 2016, respectively.

The Company leases certain facilities owned by related parties.These leases expire on various dates through December 2026 and require the Company to pay all property taxes, maintenance and insurance on the leased properties, as well as all repairs. Total lease expenses under these agreements were $330,000 and $430,000 for the years ended December 31, 2017 and 2016, respectively.

MAINSCAPE, INC.
Notes to Financial Statements December 31, 2017 and 2016
O PERA TI NG LEAS ES, C ON TI NUED
At December 31, 2017, the future minimum rental payments required by all long-term non-cancellable operating leases were as fo llows:

2018	$	1,072,167	
2019	784,324	
2020	564,654	
2021	384,104	
2022	408,000	
Thereafter	 	1,224,000	
	$	4,437,249	

CONTI NGENCIES
In the course of normal operations, the Company is subject to various claims and assessments and is involved in various litigation that management intends to vigorously defend. Except for the matter described in Note 5, the range of toss, if any, from these potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of these matters will not have a materia l adverse impact on the Company's business or financial position.

1 0 .	R EL ATED P A RT Y T R ANS ACTIO NS
The Company has entered into transactions with various related part ies, which are all under common ownership. All related party receivables are recorded as current assets.

Related party receivables include the following for the years ended December 31:

2017	2016
ES Land Holdings, LLC	$	165,749	$	165,749	
MS Land Holdings, LLC	44, 061	4, 462	
Mainscape Leasing LLC		24, 439	
 	$	209,810	$	194,650

During 2017, the Company made lease payments to Mainscape Fishers, LLC and Mainscape Naples, LLC in the amounts of $240,000 and $90,000, respectively. During 2016, the Com pany made lease payments to Mainscape Fishers, LLC and Mainscape Naples, LLC in the amounts of $340,000 and $90,000 respectively. See Note 8.

RE CLASS IF ICATION
Certain items on the 2016 financial statements have been reclassified to conform to the current year's presentation. Total retained earnings and net income did not change by these reclassifications,

MAINSCAPE,INC.
Notes to Financial Statements December 31, 2017 and 2016
PRIOR P ER I OD A DJU STM EN T
A prior period adjustment to the Company's treasury stock and note payable to former stockholder were made during the year ended December 31, 2017. During 2017, the company determined that the obligation written in the 2010 stock redemption agreement to pay the former owner amounts attributable to his long-term capital gain income tax at the time of any future principal payments on the note payable should be reported on the balance sheet as a liability and an increase to the treasury stock. This adjustment had no impact on earnings.
The affected long-term liability is disclosed in Note 4.

The treasury stock and note payable to former stockholder were increased by $1,079,760 as of December 31, 2016. This represents the estimated long-term capital gain Income tax attributable to the $4,400,000 note payable to former stockholder previously report ed at December 31, 2016. During 2017, a $400,000 principal payment was made on that note payable to the former stockholder and $98,160 was also paid per the agreement, both reducing the note payable to former stockholder balance from the restated value of
$5,479,760 at December 31, 2016 to $4,981,600 at December 31, 2017.

SPONSEL
CPA	GROUP

Proactive Advisors
Strategic Solutol ns

I N DE P EN DENT AuD ITO R'S AND Acco U NT ANT'S R E PORT ON Su PP LEM EN TA RY I N FO RM ATION

Tothe Board of Directors and Management of Mainscape, Inc.:

We have audited the financial statements of Mainscape, Inc., which comprise of the balance sheets as of December 31, 2017 and 2016, and the related statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2017. Our report thereon dated March 16, 2018, which expressed an unmodified opinion on those financial statements, appears on pages 1 and 2. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. We reviewed the accompanying statements of income, changes in stockholder's deficit, and cash flows for the year ended December 31, 2016, and our report thereon dated March 16, 2018, was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the statements of income, changes in stockholder's deficit, and cash flows in order for them to be in conformity with accounting principles generally accepted in the United States.

Exhibits I and II are presented for the purposes of additional analysis and are not a required part of the financial statements. Such information Is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements.

The information in Exhibits I and II, for the year ended December 31, 2017, has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures,including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information in Exhibits I through II is fairly stated in all material respects in relation to the financial statements as a whole.

The information in Exhibits I and II, for the year ended December 31, 2016, has not been subjected to the inquiry and analytical procedures applied in the audit and review of the financial statements, but has been compiled from information that is the representaiton of management, without audit or review. We do not express an opinion or any other form of assurance on such supplementary information.

C	, LLe.
Indianapolis, Indiana March 16, 2018

SponselCPAGroup.com
251 NorthIllinois Street  Sulte 450 Indianapolis, IN 46204
507 Woodscrest Drive  Bloomington , IN 47401
MAIN 317.608.6699 FAX 317 . 608.6698

MAINSCAPE, INC.
Schedules of Selling, Genero/, and Administrative Expenses

	2017
{Audited)	%of
    Revenues 	2016
{Unaudited)	% of Revenue s	
Salaries and wages	$ 4,506,245	6.0%	$ 5,771,802	7.8 %	
Payroll taxes	553,593	0.7	540,558	0.7	
Employee benefits	62,571	0.1	62,473	0.1	
Sales commissions	1,302,035	1.8	1,071,059	1.3	
Human resources	667,817	0.9	528,846	0.7	
Customer service	234,202	0.3	205,636	0.3	
Equipment lease	4,485	0.0	4,194	0.0	
Rental expense	1,347,501	1.9	1,488,945	2.0	
Building and supplies expense	108,906	0.1	115,171	0.2	
Other tax expense	130,019	0.2	136,837	0.2	
Insurance expense	2,321,469	3.2	2,339,207	3.1	
Office expense	256,577	0.3	227,767	0.3	
Postage	24,606	0.0	38,375	0.1	
Utilities	149,471	0.2	140,490	0.2	
Telephone	439,954	0.6	441,991	0.6	
Vehicle mileage	73,865	0.1	85,928	0.1	
Sales department expense	272,714	0.4	440,759	0.6	
Travel expense	312,867	0.4	275,639	0.4	
Meals and entertainment	185,370	0.2	369,179	0.5	
Relocation expense	39,515	0.1	57,672	0.1	
IT expense	681,433	0.9	652,516	0.9	
Technical expense	337,000	0.4	345,308	0.5	
Licenses and fees	20,685	0.0	19,021	0.0	
Legal	242,690	0.3	293,500	0.4	
Professional fees	159,540	0.2	264,734	0.4	
Bank service charges	67,095	0.1	53,763	0.1	
Bad debts	15,822	0.0	222,097	0.3	
Depreciati on	8,079	0.0			
Amortization	8,350	0.0			
Gain on sale of assets	(67,575)	(0.1)	(3,936)	(0.0)	
Miscellaneous	 	4,341	0.0	-	6,712	0.0	
	$ 14,471,243	19.3 %
 		$ 16,196_,2 3	21.9 %
 -------	

For the Years Ended December 31, 2017 and2016	 	Exhibit I 

-	

See ind ependent auditor 's and accountant's report on supplementary information.	17

MAINSCAPE,INC.
Schedules of Key Performance Indicators
For the Years Ended December 311.2017 and 2015

Ex-hibit II

2016

1 Sales	 	$ 75,148,598	$ 74,019,569 	
2 PercentageIncreasein Sales	     1.5%	3.5%		
3 OperatingIncome	$    2,538,401	$ 7,417,253 	

Without Settlement Expense

$ 4,362,190 =

n/a

Without Life Insurance Proceeds

 	n/a	

=$ 4,404,338

Net Income

Working Capital

Curre nt Ra t io

$    1,372,225	$   6,383,215

$ 	(372,980)	$  (1,939,136)

 0.97to1	---0.85 to 1

Debt to Equity

 	(5.6) to 1	

=

Bank reguirement	

(5.8) to l

Fixed Charge Coverage Ratio

Senior Funded Debt to EBITDA Ratio

Minimum of 1.20 to 1.00	1.32 to 1	1.23 to l

Maximum of 2.50 to1.00	1.57 to 1	1.12 to 1

SeeIndependentauditor's and accountant's report onsupplementary Information.	18