Midtown Improvement District
3501 Quadrangle Boulevard, Suite 270, Orlando, FL 32817; Phone: 407-723-5900

The following is the proposed agenda for the upcoming Meeting of the Board of Supervisors for the Midtown Improvement District (“District”), scheduled to be held at 3:30 p.m. on Tuesday, October 19, 2021 at Courtyard Orlando Lake Nona, 6955 Lake Nona Blvd., Orlando, FL 32827. A quorum will be confirmed prior to the start of the meeting.

District Staff, please use the following information to join via the computer or the conference line: Phone: 1-844-621-3956	Computer: pfmgroup.webex.com Participant Code: 796 580 192#

BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Roll Call to Confirm Quorum
Public Comment Period
Swearing in Newly Elected Supervisor – Damon Ventura
Consideration of the Minutes of the September 21, 2021 Board of Supervisors’ Meeting

Business Matters
Consideration of 1st Amendment to Personnel Leasing Agreement with Berman
Discussion regarding Hopping Green & Sams and Kutak Rock Transition Letter
Consideration of Engineering Services Agreement
Ratification of Promissory Notes
Centerline Drive Segments B, C and D
Centerline Drive Segment F
Ratification of Payment Authorization Nos. 009 – 013
Recommendation of Work Authorization/Proposed Services (if applicable)
Review of District’s Financials

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

Adjournment

Midtown Improvement District

Oath of Office

MIDTOWN IMPROVEMENT DISTRICT BOARD OF SUPERVISORS

OATH OF OFFICE

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

Board Supervisor
ACKNOWLEDGMENT OF OATH BEING TAKEN STATE OF FLORIDA
COUNTY OF ORANGE

The foregoing oath was administered before me this       day of	, 2021, by
 	, who personally appeared before me, and is personally known to me or has produced		as identification, and is the person described in and who took the aforementioned oath as a Member of the Board of Supervisors of Midtown Improvement District and acknowledged to and before me that he/she took said oath for the purposes therein expressed.

(NOTARY SEAL)

Notary Public, State of Florida

Print Name:  	

Commission No.:	Expires:  	

Midtown Improvement District

Minutes of the September 21, 2021 Board of Supervisors’ Meeting

MIDTOWN IMPROVEMENT DISTRICT BOARD OF SUPERVISORS’ MEETING MINUTES

FIRST ORDER OF BUSINESS	Roll Call to Confirm a Quorum

The Board of Supervisors’ Meeting for the Midtown Improvement District was called to order on Tuesday, September 21, 2021, at 4:30 p.m. at the Courtyard Orlando Lake Nona, 6955 Lake Nona Blvd, Orlando, FL 32827.

Present:

Chairman		
Vice-Chairman		
Assistant Secretary		
Assistant Secretary		

PFM		
PFM	(via phone)	
PFM	(via phone)	
PFM	(via phone)	
Hopping Green & Sams	

Richard Levey Rob Adams
Brent Schademan Julie Salvo

Also attending:

Jennifer Walden Amanda Lane Lynne Mullins Kourtney Dinkins Tucker Mackie Jeff Newton Larry Kaufmann

Donald W. McIntosh Associates, Inc.
Construction Supervisor & Construction Committee Member
(via phone)

Scott Thacker Matt McDermott

SECOND ORDER OF BUSINESS

District Landscape Supervisor Construction Committee Member

Public Comment Period

Dr. Levey called for public comments. There were no public comments at this time.

THIRD ORDER OF BUSINESS	Swearing in Newly Elected Board Members

Ms. Walden noted for the record that Ms. Salvo was administered the oath of office prior to the start of the meeting.

FOURTH ORDER OF BUSINESS	Consideration of the Minutes of the August 17, 2021, Landowners’ Election Meeting

The Board reviewed the Minutes of the August 17, 2021, Landowners’ Election Meeting.

| P a g e 

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Minutes of the August 17, 2021, Landowners’ Election Meeting.

FIFTH ORDER OF BUSINESS	Consideration of the Minutes of the August 17, 2021, Board of Supervisors’ Meeting

The Board reviewed the Minutes of the August 17, 2021, Board of Supervisors’ Meeting.

On Motion by Mr. Schademan, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Minutes of the August 17, 2021, Board of Supervisors’ Meeting.

SIXTH ORDER OF BUSINESS	Consideration of Resolution 2021-32,	Designating Registered Agent

Ms. Walden requested that the Registered Agent be updated to be herself, Jennifer Walden, and use the new PFM East Orlando address which is 3501 Quadrangle Blvd., Suite 270, Orlando, FL 32817.

On Motion by Mr. Schademan, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-32, Designating Registered Agent.

SEVENTH ORDER OF BUSINESS	Consideration of Resolution 2021-33, Designating Primary Administrative Office and Local Records Office

Ms. Walden stated the District needs to update the Primary Administrative Office and Local Records Office as PFM’s office has moved.

On Motion by Mr. Adams, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-33 Designating Primary Administrative Office and Local Records Office to PFM East Orlando Office at 3501 Quadrangle Blvd., Suite 270 Orlando, FL 32817.

EIGHTH ORDER OF BUSINESS	Consideration of Statement of Qualifications for the Position of District Engineer

| P a g e 

Ms. Walden explained the District had two proposals sent in for the Statement of Qualifications for the position of District Engineer, which were Donald W. McIntosh Associates and Atwell. Ms. Mackie explained at the Organizational Meeting the District authorized the RFQ that is required under the CCNA under Florida Law, which required that the District publicly advertise the position of the District Engineer. Donald W. McIntosh Associates is currently under contract with the District, serving as the Interim District Engineer. At that point in time, the District also approved the evaluation criteria (Minutes Exhibit A) it would utilize to review responses received in response to the RFQ. Ms. Mackie opened the floor up to the Board for discussion and review of the same. She noted that this item did not go before the Construction Committee consistent with prior RFQs reviewed for District Engineering services, given that the Interim District Engineer does participate heavily with the other Districts at those meetings.

The Board reviewed the proposals and discussion ensued regarding items under each of the sections in the evaluation criteria. Ms. Salvo asked if this was criteria the Board approved. Ms. Mackie stated this is criteria under the CCNA. Mr. Schademan gave his rankings as 90 for Donald W. McIntosh Associates and 80 for Atwell, Ms. Salvo gave her rankings as 90 for Donald W. McIntosh Associates and 80 for Atwell, Mr. Adams gave his rankings as 95 for Donald W. McIntosh Associates and 85 for Atwell, and Dr. Levey gave his rankings as 90 for Donald W. McIntosh Associates and 85 for Atwell.

The Board ranked the proposals as follows:
Donald W. McIntosh
Atwell

Dr. Levey had a question on the term of the Agreement. Ms. Mackie stated the term is left open as it renews every year. One thing that the Board will see updated from time to time is the unit pricing that is associated with any additional scope of work, which is usually done on a work order.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District ranked the responses received in the order of Donald W. McIntosh Associates, Inc. as 1st and Atwell as 2nd and authorized District Staff to negotiate with Donald W. McIntosh Associates, Inc. on an Engineering Services Agreement that will come back before the Board.

NINTH ORDER OF BUSINESS	Consideration of Acquisition and Advanced Funding Agreement

Ms. Mackie stated in light of the fact that the District is acquiring real property right now from Lake Nona Land Company, the District needs an Acquisition and Advance Funding Agreement in place that dictates the process for the acquisition of right-of-way, improvements, and work product. This document is consistent with Acquisition Agreements that have been approved at the sister Districts. Lake Nona Land Company has reviewed the Acquisition and Advance Funding Agreement and comments have been incorporated.

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Acquisition and Advanced Funding Agreement.

| P a g e 

TENTH ORDER OF BUSINESS	Consideration of Landscape Agreements with Cepra
Agreement	for
Landscape	and Irrigation Maintenance Services (Sections 1-
3)
Cepra	Unit	Pricing Request

Ms. Walden presented the Landscape Agreements with Cepra which are for services for Sections 1-3. The Landscape Agreement was under the Greeneway ID, and now a portion from the Midtown ID has been sectioned off which is consistent with Sections 1 and 2. Earlier today, the Greeneway ID terminated services for Section 3, which is why it is included. She noted that the District does not have to go through the normal RFP process because it is under the competitive bidding threshold. Also included for consideration is a unit pricing request from Cepra. They are asking for an increase, which the Greeneway ID did not approve. Dr. Levey asked why the Greeneway ID Board did not approve the increase. Mr. Thacker stated the Greeneway ID Board’s rational was the current pricing is in the current agreements and Cepra is bound to those prices if the Board chooses not to accept the increases. Discussion ensued regarding the unit pricing request. Mr. Thacker explained that he thought the request was reasonable.

On Motion by Mr. Adams, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Landscape Agreements with Cepra and the Cepra unit pricing request.

ELEVENTH ORDER OF BUSINESS	Consideration of Berman Agreement

Ms. Walden requested this item be tabled to the next meeting.

TWELFTH ORDER OF BUSINESS	Public Hearing on the Adoption of the District’s Fiscal Year 2021 Annual Budget
Public Comments and Testimony
Board Comments
Consideration	of Resolution 2021-34, Adopting the Fiscal Year 2021 Budget and Appropriating Funds

Ms. Walden noted the public hearing was noticed pursuant to Florida Statutes. Dr. Levey requested a motion to open the public hearing.

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District opened the Public Hearing.

There were no public comments on the budget, so Dr. Levey requested a motion to close the public hearing.

| P a g e 

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District closed the Public Hearing.

The Board reviewed Resolution 2021-34, Adopting the Fiscal Year 2021 Budget and Appropriating Funds.

On Motion by Mr. Schademan, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-34, Adopting the Fiscal Year 2021 Budget and Appropriating Funds.

THIRTEENTH ORDER OF BUSINESS	Public Hearing on the Adoption of the District’s Fiscal Year 2022 Budget
Public Comments and Testimony
Board Comments
Consideration	of Resolution 2021-35, Adopting the Fiscal Year 2022 Budget and Appropriating Funds

Ms. Walden noted the public hearing was noticed pursuant to Florida Statutes. Dr. Levey requested a motion to open the public hearing.

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District opened the Public Hearing.

There were no public comments on the budget, so Dr. Levey requested a motion to close the public hearing.

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District closed the Public Hearing.

The Board reviewed Resolution 2021-35, Adopting the Fiscal Year 2022 Budget and Appropriating Funds.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-35, Adopting the Fiscal Year 2022 Budget and Appropriating Funds.

FOURTEENTH ORDER OF BUSINESS	Consideration of Fiscal Year 2021/2022 Budget Funding Agreement

| P a g e 

Ms. Walden explained this Agreement is to fund the budget the Board just approved, and it is in standard form the Board has seen.

On Motion by Mr. Adams, second by Mr. Schademan, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the Fiscal Year 2021/2022 Budget Funding Agreement.

FIFTEENTH ORDER OF BUSINESS	Public Hearing on the District’s Use of the Uniform Method of Levying, Collection and Enforcing Non	Ad-Valorem Assessments
Public Comments and Testimony
Board Comments
Consideration of Resolution 2021-36, Adopting	the Uniform Method

Ms. Walden noted the public hearing was noticed pursuant to Florida Statutes. Ms. Mackie stated the purpose of the Resolution is to authorize the District’s use of the Uniform Method so when they do certify collections for assessments it can do so through agreements with the Property Appraiser and Tax Collector. Dr. Levey requested a motion to open the public hearing.

On Motion by Ms. Salvo, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District opened the Public Hearing.

There were no public comments or Board comments, so Dr. Levey requested a motion to close the public hearing.

On Motion by Mr. Adams, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District closed the Public Hearing.

The Board reviewed Resolution 2021-36, Adopting the Uniform Method.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-36, Adopting the Uniform Method.

SIXTEENTH ORDER OF BUSINESS	Public Hearing on the Adoption of the District’s Rules of Procedure
Presentation of the Rules of Procedure

| P a g e 

Public Comments and Testimony
Board Comments
Consideration of Resolution 2021-37, Adopting Rules for Procedure

Ms. Walden noted these are the same Rules of Procedure the Board previously saw and the public hearing has been advertised in the newspaper as required by Florida Statutes. Dr. Levey requested a motion to open the public hearing.

On Motion by Mr. Adams, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District opened the Public Hearing.

There were no public comments or Board comments, so Dr. Levey requested a motion to close the public hearing.

On Motion by Mr. Schademan, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District closed the Public Hearing.

The Board reviewed Resolution 2021-37, Adopting Rules of Procedure.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved Resolution 2021-37, Adopting Rules of Procedure.

SEVENTEENTH ORDER OF BUSINESS	Ratification	of	Payment Authorizations Nos. 001 – 008

The Board reviewed Payment Authorizations Nos. 001 – 008. Ms. Walden noted these have been approved and just need ratified by the Board.

On Motion by Mr. Schademan, second by Mr. Adams, with all in favor, the Board of Supervisors for the Midtown Improvement District ratified Payment Authorizations Nos. 001 – 008.

EIGHTEENTH ORDER OF BUSINESS	Recommendation	of	Work	
	Authorization/	Proposed	
	Services		

Mr. Kaufmann presented two Work Authorizations for Donald W. McIntosh Associates, Inc. for Centerline Drive. Both proposals have to do with redesign by OUC for the electrical distribution system within that roadway that caused some plan changes and there are also additional utility easements that had to be executed. The survey portion of the first proposal is for surveying in the amount of $6,400.00. The second proposal is for road redesign and one more application that was required because of additional fill areas that were added to the project. That proposal is in an amount of $23,290.00.

| P a g e 

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the proposal from Donald W. McIntosh, Inc. for survey work for Centerline Drive Segments F in amount of $6,400.00.

Dr. Levey requested approval of the Centerline Drive Segment F additional Services #3 in the amount of
$23,290.00.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the Board of Supervisors for the Midtown Improvement District approved the proposal from Donald W. McIntosh, Inc. for Centerline Drive Segment F additional Services #3 in the amount of $23,290.00.

NINETEENTH ORDER OF BUSINESS	Review of District’s Financials

The Board reviewed the District Financial Statements through August 31, 2021. No action is required by the Board.

TWENTIETH ORDER OF BUSINESS	Staff Reports

District Counsel –	No Report	

District Manager –	
Ms. Walden noted the next meeting is Tuesday, October 19, 2021 at the same hotel but the time has changed to 3:30 p.m.	

District Engineer –	
Mr. Newton presented the Construction Contract Status Memorandum (Minutes Exhibit B). He thanked the Board for selecting Donald W. McIntosh Associates, Inc. as the District Engineer.	
	
Centerline Drive Segment F is the only active construction project and the Poitras East CDD is building it for the Midtown ID. The District previously limited the work that the Contractor was performing due to OUC issues, which have been resolved and the limitations on work have been removed.	
	
Centerline Segments B, C, and D is out to bid, and bids are due on October 1, 2021. It will be brought back to the Board next month.	

Construction Supervisor –	
No Report	

District Landscape Supervisor- No Report Irrigation Supervisor-	No Report

| P a g e 

TWENTYFIRST ORDER OF BUSINESS	Supervisor	Requests	& Adjournment

There were no Supervisor requests, so Dr. Levey requested a motion to adjourn.

On Motion by Mr. Schademan, second by Ms. Salvo, with all in favor, the September 21, 2021 meeting of the Board of Supervisors for the Midtown Improvement District was adjourned.

 	_ 		 	_ 	
Secretary/Assistant Secretary	Chairman/Vice Chairman

| P a g e 

EXHIBIT A

MIDTOWN IMPROVEMENT DISTRICT DISTRICT ENGINEER PROPOSALS COMPETITIVE SELECTION CRITERIA
Ability and Adequacy of Professional Personnel	(Weight: 25 Points)

Consider the capabilities and experience of key personnel within the firm including  certification, training, and education; affiliations and memberships with professional organizations; etc.

Consultant's Past Performance	(Weight: 25 Points)

Past performance for other Community Development Districts in other contracts; amount of expenence on similar projects; character, integrity, reputation, ofrespondent; etc.

Geographic Location	(Weight: 20 Points)

Consider the geographic location of the firm's headquarters, offices and personnel in relation to the project.

Willingness to Meet Time and Budget Requirements	(Weight: 15 Points)

Consider the consultant's ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.

Certified Minority Business Enterprise	(Weight: 5 Points)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.

Recent, Current and Projected Workloads

Consider the recent, current and projected workloads of the firm.

Volume of Work Previously Awarded to Consultant by District

(Weight: 5 Points)

(Weight: 5 Points)

Consider the desire to diversify the firms that receive work from the District; etc.

EXHIBIT B

MEMORANDUM

DATE:	September 21, 2021

TO:	Midtown Improvement District Board of Supervisors

FROM:	Donald W. McIntosh Associates, Inc.
District Engineer

RE:	Construction Contract Status

Dear Board Members,

Please accept this correspondence as a current summary of our construction contract status. Listed below by project is a brief summary of recent contract activity.

Centerline Drive Segment F – Jr. Davis Construction Company, Inc.:
(Note: this construction project is being managed by Poitras East CDD)

Construction Status: The revised OUC electrical system design has been received and does not conflict with the previously designed and permitted underground utilities. The Contractor has been notified to proceed with all contracted improvements. Contractor has mobilized, installed silt fence, and nearly completed the clearing and grubbing.

Change Order (C.O.) Status: None

Recommended Motion: None

Centerline Drive Segments B, C & D:

Construction Status: This project is in the design and permitting stage and has been bid. Several permits and approvals have been received.

Change Order (C.O.) Status: None

Recommended Motion: None

Should there be any questions, please do not hesitate to call. Thank you.
End of memorandum. c:	Larry Kaufmann
Matt McDermott Chris Wilson Dan Young Tarek Fahmy

F:\Proj2021\21505\ENGadmin\C\ec015 Construction Memo 9-21-21.docx

Midtown Improvement District

1st Amendment to Personnel Leasing Agreement with Berman

FIRST AMENDMENT TO THE PERSONNEL LEASING AGREEMENT [LANDSCAPE & IRRIGATION MONITORING AND MAINTENANCE]

THIS FIRST AMENDMENT is made and entered into as of the   	 2021, by and between:

day of	,

MIDTOWN IMPROVEMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Orlando, Florida, whose address is 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 (the “Lessee” or “District”), and

BERMAN CONSTRUCTION, LLC, a Florida limited liability company, whose address is 9801 Lake Nona Club Drive, Orlando, Florida 32827 (the “Lessor” and, together with the District, the “Parties”).

RECITALS

WHEREAS, the District is a special-purpose unit of local government established pursuant to and governed by Chapter 190, Florida Statutes;

WHEREAS, the District previously entered into an agreement dated July 20, 2021, with Lessor for personnel leasing for landscape and irrigation monitoring and maintenance services (the “Agreement”);

WHEREAS, pursuant to the provisions of the Agreement, the parties desire to amend the compensation provided to the Lessor through this First Amendment to the Agreement (“First Amendment”); and

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

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

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

SECTION 2. Section 6.A. of the Agreement is hereby amended to increase the total compensation provided to Lessor for Administrator services (as defined in the Agreement) to Six Thousand Eighty Dollars ($6,080.00) per year, payable in twelve (12) equal monthly payments in accordance with the terms of the Agreement.

SECTION 3. Section 6.B. of the Agreement is hereby amended to increase the total compensation provided to Lessor for Irrigation Specialist services (as defined in the Agreement) to Seven Thousand Six Hundred Dollars ($7,600.00) per year, payable in twelve (12) equal monthly payments in accordance with the terms of the Agreement.

SECTION 4.	Except as specifically amended above, the Agreement shall remain in full force and effect, unaltered by this First Amendment.

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

Attest:	MIDTOWN IMPROVEMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

BERMAN CONSTRUCTION, LLC

By:   	

Witness	Print:		 Its:    	

Print Name of Witness

2

Midtown Improvement District

Hopping Green & Sams and Kutak Rock Transition Letter

October 15, 2021

VIA EMAIL

Jennifer Walden District Manager
PFM Group Consulting LLC jenniferw@pfm.com

RE:	Midtown Improvement District (“Client”)

JOINT LETTER BY HOPPING GREEN & SAMS, P.A. AND KUTAK ROCK LLP, ANNOUNCING THE DEPARTURE OF JONATHAN JOHNSON, KATIE BUCHANAN, MIKE ECKERT, TUCKER MACKIE, WES HABER, LINDSAY WHELAN, JOE BROWN, SARAH SANDY, ALYSSA WILLSON AND MICHELLE RIGONI TO KUTAK ROCK LLP

Dear Ms. Walden:
As of November 15, 2021, Jonathan Johnson, Katie Buchanan, Mike Eckert, Tucker Mackie, Wes Haber, Lindsay Whelan, Joe Brown, Sarah Sandy, Alyssa Willson and Michelle Rigoni (the “Special District Practice Group”) will be withdrawing as attorneys from Hopping Green & Sams, P.A. (“HGS”) and will be joining Kutak Rock LLP (“Kutak”). The members of the Special District Practice Group have provided services in connection with HGS’s representation of the Client on the above referenced matter(s) (the “Client Matters”).
In the coming months, HGS will no longer be providing legal services. Kutak is prepared to continue as the Client’s legal counsel with respect to the Client Matters; however, it is the Client’s choice as to who should serve as its legal counsel, and whether the Client Matters and all electronic files and active and closed hardcopy files (collectively, the “Files”) should be transferred to Kutak.
Please select one of the following alternatives; however, please be advised that as of November 15, 2021, HGS will no longer be competent to provide legal services to the Client; accordingly, representation by HGS will cease on November 15, 2021, whether or not the Client makes an election below:
ALTERNATIVE #1. The Client asks that the Client Matters be transferred with the Special District Practice Group to their new firm, Kutak. Please transfer all Files relating to the Client Matters. HGS’s legal representation of the Client will cease on the date of HGS’s receipt of their written notice. After that date, the Special District Practice Group and their new firm, Kutak, will be responsible for legal representation of the Client in the Client Matters. To the extent that HGS is holding any trust funds or other property of the Client, HGS is further instructed to transfer such funds and/or property to Kutak.

(Please sign if you want Alternative #1;	[DATE] otherwise, do not sign on this line.)

Post Office Box 6526    Tallahassee, Florida 32314    119 South Monroe Street, Suite 300 (32301)    850.222.7500  850.224.8551 fax    www.hgslaw.com

ALTERNATIVE #2. If you do not want Alternative #1, please advise us what HGS should do regarding the Client Matters and all Files relating to the Client Matters by December 1, 2021. HGS’s legal representation of the Client will cease on November 15, 2021. If HGS does not receive a response by December 1, 2021, that will confirm HGS’s understanding that all Files are not needed or desired and HGS will shred them.

(Please sign here if you have	[DATE] given instructions under Alternative
#2; otherwise do not sign on this line.)

After you have completed and signed this form, please send a copy via electronic mail to JasonM@hgslaw.com, MarkS@hgslaw.com, TuckerM@hgslaw.com, and KimH@hgslaw.com.
Thank you for your consideration and assistance.

HOPPING GREEN & SAMS, P.A.

By: Jonathan Johnson

Its: President

Date: October 15, 2021

cc:	Richard Levey (rlevey@tavistock.com)

Midtown Improvement District

Engineering Services Agreement

AGREEMENT BETWEEN THE MIDTOWN IMPROVEMENT DISTRICT AND DONALD W. MCINTOSH ASSOCIATES, INC., FOR PROFESSIONAL ENGINEERING SERVICES

THIS AGREEMENT made and entered into this       day of	, 2021, by and between:

Midtown Improvement District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in the City of Orlando, Florida (“District”); and

Donald W. McIntosh Associates, Inc., a Florida corporation, with a mailing address of 2200 Park Avenue North, Winter Park, Florida 32789 (“Engineer”).

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

WHEREAS, pursuant to Sections 190.033 and 287.055, Florida Statutes, the District solicited statements of qualification from qualified firms to provide professional engineering services on a continuing basis; and

WHEREAS, Engineer submitted a statement of qualification to serve in this capacity;
and

WHEREAS, the District's Board of Supervisors ranked Engineer as the most qualified firm to provide professional engineering services for the District on a continuing basis and authorized the negotiation of a contract pursuant to Section 287.055, Florida Statutes; and

WHEREAS, the District intends to employ Engineer to perform engineering, surveying, planning, construction administration, environmental management and permitting, financial and economic studies, as defined by a separate work authorization or work authorizations; and

WHEREAS, the Engineer shall serve as District’s professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of these services.

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

Article 1.	Scope of Services

Page 1 of 11

The Engineer will provide general engineering services, including:

Preparation of any necessary reports and attendance at meetings of the District’s Board of Supervisors.
Providing professional engineering services including but not limited to review and execution of documents under the District’s Trust Indentures and monitoring of District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
Any other items requested by the Board of Supervisors.

Engineer shall, when authorized by the Board, provide general services related to construction of any District projects pursuant to this Agreement including, but not limited to:

Periodic visits to the site, or full time construction management of District projects, as directed by District.
Processing of contractor’s pay estimates.
Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
Final inspection and requested certificates for construction including the final certificate of construction.
Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as owner’s representative or “Engineer” as related to the Project or Work Authorization pursuant to this Agreement.
Any other activity related to construction for this Project or Work Authorization as authorized by the Board.

With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.

Article 2. Method of Authorization. Each service or project shall be authorized in writing by the District. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project being authorized and shall be in a form similar to the form set for in Exhibit A hereto (the “Work Authorization”). Authorization of services or projects under the contract shall be at the sole option of the District.

Article 3. Compensation. It is understood and agreed that the payment of compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:

Page 2 of 11

Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in section 287.017, Florida Statutes, for CATEGORY FOUR, the District shall require the Engineer to execute a truth-in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District determines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one (1) year following the completion of the work contemplated by the lump sum Work Authorization.

Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Schedule B attached hereto. The District and Engineer may agree to a “not to exceed” amount when utilizing hourly personnel rates for a specific work authorization. On the anniversary date of this Agreement, the District and Engineer may renegotiate the hourly personnel rates outlined in Schedule B.

Article 4. Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:

Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and conference calls, document recording fees, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes, and with the District’s travel policy.

Expense of reproduction, postage and handling of drawings and specifications.

Article 5. Term of Contract. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the term of this Agreement will be from the time of execution of this Agreement until terminated pursuant to Article 22.

Article 6. Special Consultants. When authorized in writing by the District, additional special consulting services may be utilized by Engineer and paid for on a cost basis.

Article 7. Books and Records. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder. The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Page 3 of 11

Article 8.	Ownership of Documents.

All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the “Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.

The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not upon payment of all outstanding balances due Engineer for Work Product. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the Project. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

Article 9. Accounting Records.   Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.

Article 10.     Independent Contractor.   Engineer and District agree that Engineer is and shall remain at all times an independent contractor and shall not in any way claim or be considered an employee of District. Engineer shall not have authority to hire persons as employees of District.

Page 4 of 11

Article 11. Reuse of Documents. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with section 287.055(10), Florida Statutes.

Article 12. Estimate of Cost. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor's(s') methods of determining prices, or over competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the construction cost within any limitation established by the District will be considered additional services and justify additional fees.

Article 13.    Insurance. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:

Workers Compensation

General Liability	Statutory	
Bodily Injury	$500,000/$1,000,000	
(including Contractual)
Property Damage	
$500,000/$1,000,000	
(including Contractual)		
Automobile Liability
Bodily Injury	
$500,000/$1,000,000	
Property Damage	$100,000	
Professional Liability for Errors and Omissions	
$1,000,000	

Engineer shall provide District with a certificate evidencing compliance with the above terms and naming the District and its supervisors, employees, agents and staff as additional insureds. Engineer shall provide the District with thirty (30) days notice of cancellation. At no time shall Engineer be without insurance in the above amounts.

Page 5 of 11

Article 14. Contingent Fee. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

Article 15. Audit. The Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of three years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of the Engineer involving transactions related to the Agreement. The Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of all work under the Agreement.

Article 16.   Indemnification. The Engineer agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless the District, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Engineer and other persons employed or utilized by the Engineer in the performance of this Agreement. To the extent that a maximum limit for indemnification is required by law, and not otherwise set forth in the Agreement, the indemnification limits shall be the limit of the insurance amounts set forth in the Agreement, which amounts Engineer agrees are reasonable and enforceable. Engineer agrees and covenants that nothing herein shall constitute or be construed as a waiver of the District's sovereign immunity pursuant to Section 768.28, Florida Statutes.

The District agrees, to the extent permitted by Section 768.28, Florida Statutes, and other applicable law, to indemnify and hold the Engineer harmless from any damage, liability or cost to the extent caused by the District's own negligent acts, errors or omissions and those of the District's agents or employees arising from the obligations and duties of the District under this Agreement.

Article 17. INDIVIDUAL LIABILITY. UNDER THIS AGREEMENT, AND SUBJECT TO THE REQUIREMENTS OF SECTION 558.0035, FLORIDA STATUTES, WHICH REQUIREMENTS ARE EXPRESSLY INCORPORATED HEREIN, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

Article 18.     Public Records. Engineer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Engineer agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Engineer acknowledges that the designated public records custodian for the District is Jennifer Walden

Page 6 of 11

(“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Engineer shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Engineer does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Engineer’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Engineer, the Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900,
waldenj@pfm.com, OR 3501 QUADRANGLE BOULEVARD, SUITE 207, ORLANDO, FLORIDA 32817.

Article 19. Employment Verification. The Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

Article 20.    Controlling Law; Jurisdiction and Venue.   Engineer and the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Jurisdiction and venue for any proceeding with respect to this Agreement shall be in Orange County, Florida.

Article 21. Assignment. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to Article 6 herein.

Article 22. Termination. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or the Engineer may terminate this Agreement without cause upon thirty (30) days written notice. At such time as the Engineer receives notification of the intent of the District to terminate the contract, the Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any
Page 7 of 11

termination or breach of any kind, the Engineer shall not be entitled to consequential or other damages of any kind (including but not limited to lost profits), but instead the Engineer’s sole remedy will be to recover payment for services rendered to the date of the notice of termination, including all reimbursable expenses, subject to any offsets.

Article 23.    Notices. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, transmitted by electronic mail (e-mail) and mailed by First Class Mail, postage prepaid, or overnight delivery service, to
the parties, as follows:		
If to the District:	Midtown Improvement District	
	3501 Quadrangle Boulevard, Suite 207	
	Orlando, Florida 32817	
	Attn: District Manager	
With a copy to:	Hopping Green & Sams, P.A.	
	119 S. Monroe Street, Suite 300	
	Post Office Box 6526	
	Tallahassee, Florida 32314	
	Attn: Tucker F. Mackie	
If to Engineer:	Donald W. McIntosh Associates, Inc.	
	2200 Park Avenue North	
	Winter Park, Florida 32789	
	Attn: Jeffrey J. Newton, P.E.	

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

Article 24.    Recovery of Costs and Fees.   In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys' fees.

Article 25. Compliance with Professional Standards. In performing its obligations under this Agreement, the Engineer and each of its agents, servants, employees or anyone directly or indirectly employed by Engineer, shall maintain the highest standard of care, skill,

Page 8 of 11

diligence and professional competency for such work and/or services. Any designs, drawings, reports or specifications prepared or furnished by the Engineer that contain errors, conflicts or omissions will be promptly corrected by Engineer at no cost to the District.

Article 26.	Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative of the District and the Engineer in the spaces provided below.

IN WITNESS WHEREOF, the parties hereto have caused these present to be executed the day and year first above written.

MIDTOWN IMPROVEMENT DISTRICT

Secretary	Chairman, Board of Supervisors

DONALD W. MCINTOSH ASSOCIATES, INC.

Witness	By:  	

Exhibit A -	Form of Work Authorization
Schedule B - Rate Schedule

Page 9 of 11

Exhibit A: Work Authorization
 	, 2021

Midtown Improvement District City of Orlando, Florida

Subject:	Work Authorization Number  	 Midtown Improvement District

Dear Chairman, Board of Supervisors:

Donald W. McIntosh Associates, Inc., is pleased to submit this work authorization to provide engineering services for the Midtown Improvement District. We will provide these services pursuant to our current agreement dated	, 2021 (“Engineering Agreement”) as follows:
Scope of Work
Midtown Improvement District will engage the services of Donald W. McIntosh Associates, Inc., as Engineer to perform those services [INSERT SERVICES TO BE PROVIDED].

Fees
Midtown Improvement District will compensate Donald W. McIntosh Associates, Inc., pursuant to the hourly rate schedule contained in the Engineering Agreement. The District will reimburse Donald W. McIntosh Associates, Inc., all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement.

This proposal, together with the Engineering Agreement, represents the entire understanding between the Midtown Improvement District and Donald W. McIntosh Associates, Inc. with regard to the referenced work authorization. If you wish to accept this work authorization, please sign both copies where indicated, and return one complete copy to our office. Upon receipt, we will promptly schedule our services.

Thank you for considering Donald W. McIntosh Associates, Inc. We look forward to helping you create a quality project.

APPROVED AND ACCEPTED	Sincerely,

By:		 Authorized Representative of
Midtown Improvement District	Date:  	

Page 10 of 11

SCHEDULE "B"

HOURLY RATE SCHEDULE RATE 12

PERSONNEL CLASSIFICATION	HOURLY RATE	
Principal	$250.00	
Engineering Department Director	$220.00	
Survey Department Director	$200.00	
Planning Department/Entitlements Director	$220.00	
Associate	$185.00	
Senior Engineering Project Manager	$180.00	
Senior Survey Project Manager	$165.00	
Sr. Reg. Engineer; Eng. Project Manager	$160.00	
Survey Project Manager	$145.00	
Registered Engineer	$140.00	
Registered Surveyor	$140.00	
GIS Administrator	$130.00	
Computer System/GIS Manager	$130.00	
Engineer III	$125.00	
Engineer II	$115.00	
Engineer I	$105.00	
Senior Planner	$100.00	
Senior Design Technician	$105.00	
Design Technician	$90.00	
Assistant Planner	$85.00	
Survey Technician	$90.00	
Construction Services Director	$115.00	
Construction Observer	$80.00	
Researcher	$85.00	
Draftsman	$70.00	
Project Manager Assistant	$75.00	
Clerical/Runner	$50.00	
Survey Crew	$135.00	
GPS Survey Crew	$240.00	
Pickup/Delivery	$35.00	

In addition to the hourly rates listed, charges will include identifiable out of pocket expenses and other reimbursables billed at a multiplier of 1.00.

The hourly rates for expert witness preparation, depositions and testimony will be billed at 1.5 times the rates listed above.

Page 9 of9

Midtown Improvement District

Promissory Notes

Midtown Improvement District

Centerline Drive Segments B, C and D

MIDTOWN IMPROVEMENT DISTRICT PROMISSORY NOTE
(CENTERLINE DRIVE SEGMENTS B, C & D)

Owner:	Lake Nona Land Company, LLC

Principal Amount: Date:
Interest Rate:

$354,750.00

September 23, 2021

0.00%

MIDTOWN  IMPROVEMENT  DISTRICT,  a  local  unit  of  special-purpose government established pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay to the Owner set forth above, or its successors or assigns, the principal and interest as shown above, in a single installment, or multiple installments as may be designated by the Owner, which will be due and payable when and if the District, in its sole discretion, receives impact or mobility fee credits or issues a future series of bonds or other indebtedness (the "Pledged Revenues") the proceeds of which are legally available for the payment of such principal and interest under the terms of the indenture, loan agreement and other agreements applicable to the District's receipt of such Pledged Revenues; provided however, that such payment is contingent upon a determination by the District's bond counsel that the acquisition is properly compensable from the proceeds of the Pledged Revenues. This Note is given to finance the purchase price for certain real property as more particularly described in the Acquisition and Advanced Funding Agreement dated September 21, 2021, by and between the District and Lake Nona Land Company, LLC, and pursuant to section 6 of such agreement. The District is under no obligation to ensure the availability of such Pledged Revenues at any time and the Owner shall have no right to compel the District to pay such principal or interest from any other source of funds.

This Note is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes. This Note is issued with the intent that the laws of the State of Florida shall govern its construction.

This Note shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. This Note may be assigned by Owner without the consent of the District or any party.

All  acts, conditions  and things  required  by the  Constitution  and laws of the State of Florida and the ordinances and resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed as so required.

In the event a condition of default occurs under this Note, then in such event, this Note and all sums due hereunder shall thereafter without any further notice or action by the Owner bear interest at the highest lawful rate of interest per annum permitted under the laws of the State of Florida from the date of such default. Notwithstanding any term, condition, obligation or provision herein to the contrary, it is the express intent of the Owner that no interest, consideration or charge in excess of that permitted in the State of Florida may be accrued, charged or taken or become payable hereunder. In the event it is hereafter determined that the Owner has taken, charged or reserved interest in excess of

that permitted under Florida law, whether due to prepayment, acceleration or otherwise, such excess shall be refunded to the District or credited against the sums due the Owner hereunder.

The District hereby waives presentment for payment, demand, protest, notice of protest and notice of dishonor, and expressly agrees jointly and severally to remain and continue bound for the payment of the principal and interest provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of said principal or interest, or any change or changes in the amount or amounts agreed to be paid under or by virtue of the obligation to pay provided for in the Note, or any change or changes by way of release or surrender or substitution of any real property and collateral or either, held as security for this Note, and the District waives all and every kind of notice of such extension or extensions change or changes, and agrees that the same may be made without the joinder of the District.

TIDS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER OF TIDS NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST ON TffiS NOTE.

IN WITNESS WHEREOF, the Midtown Improvement District has caused this Note to bear the signature of its Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

Attest:

Title:   Chair of the Board of Supervisors	Title: Secretary/Assistant Secretary

[THIS SPACE LEFT BLANK INTENTIONALLY/

Page 2 of2

Midtown Improvement District

Centerline Drive Segment F

MIDTOWN IMPROVEMENT DISTRICT PROMISSORY NOTE
(CENTERLINE DRIVE SEGMENT F)

Owner:	Lake Nona Land Company, LLC

Principal Amount: Date:
Interest Rate:

$148,050.00

October 7, 2021

0.00%

MIDTOWN  IMPROVEMENT  DISTRICT,  a  local  unit  of  special-purpose government established pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay to the Owner set forth above, or its successors or assigns, the principal and interest as shown above, in a single installment, or multiple installments as may be designated by the Owner, which will be due and payable when and if the District, in its sole discretion, receives impact or mobility fee credits or issues a future series of bonds or other indebtedness (the "Pledged Revenues") the proceeds of which are legally available for the payment of such principal and interest under the terms of the indenture, loan agreement and other agreements applicable to the District's receipt of such Pledged Revenues; provided however, that such payment is contingent upon a determination by the District's bond counsel that the acquisition is properly compensable from the proceeds of the Pledged Revenues. This Note is given to finance the purchase price for certain real property as more particularly described in the Acquisition and Advanced Funding Agreement dated September 23, 2021, by and between the District and Lake Nona Land Company, LLC, and pursuant to section 6 of such agreement. The District is under no obligation to ensure the availability of such Pledged Revenues at any time and the Owner shall have no right to compel the District to pay such principal or interest from any other source of funds.

This Note is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes. This Note is issued with the intent that the laws of the State of Florida shall govern its construction.

This Note shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. This Note may be assigned by Owner without the consent of the District or any party.

All  acts, conditions  and things required  by  the  Constitution  and laws of the State of Florida and the ordinances  and resolutions  of the District  to happen,  exist and be performed  precedent  to and in the issuance of this Note have happened, exist and have been performed as so required.

In the event a condition  of default  occurs under  this  Note, then  in such event,  this  Note and all sums due hereunder shall thereafter without  any further  notice or action  by the Owner  bear interest at the highest lawful  rate of interest  per annum  permitted  under the laws of the State of Florida  from the date of such default. Notwithstanding any term, condition, obligation or provision herein to the contrary, it is the express intent of the Owner that no interest, consideration or charge in excess of that permitted in the State of Florida may be accrued, charged  or taken  or become  payable  hereunder.  In the event it is hereafter determined that the Owner has taken, charged or reserved interest in excess of

that permitted under Florida law, whether due to prepayment, acceleration or otherwise, such excess shall be refunded to the District or credited against the sums due the Owner hereunder.

The District hereby waives presentment  for payment, demand, protest, notice of protest and notice of dishonor, and expressly agrees jointly and severally to remain and continue bound for the payment of the principal and interest provided for by the terms of this Note, notwithstanding any extension  or extensions  of the time of, or for the  payment  of said principal  or interest,  or any  change or changes in the amount or amounts agreed to be paid under or by virtue of the obligation to pay provided for in the Note, or any change  or changes  by  way of release or surrender  or substitution  of any real property and collateral or either, held as security for this Note, and the District waives all and every kind of notice of such extension  or extensions  change  or changes, and agrees  that the same may be made without the joinder of the District.

THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER OF THIS NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT,  DIRECTLY OR INDIRECTLY,  TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE DISTRICT  OR  ANY  OTHER POLITICAL  SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL  PROPERTY  FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST ON THIS NOTE.

IN WITNESS WHEREOF, the Midtown Improvement District has caused this Note to bear the signature of its Chairman of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

MIDTOWN IMPROVEMENT DISTRICT

By:   	

Attest:
I'

Print Name: Richard Levey

Title:  Chair of the Board of Supervisors	Title: Secretary/ Assistant Secretary

[THIS SPACE LEFT BLANK INTENTIONALLY]

Page 2 of 2

Midtown Improvement District

Payment Authorization Nos. 009 - 013

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #009
9/10/2021

Item	Payee	Invoice	General	
No.		Number	Fund	

1	
Department of Economic Opportunity
FY 2021 Special District Fee				
		83776	$	100.00	
2	Egis Insurance & Risk Advisors
FY 2021 Insurance				
		13954	$	1,178.00	
3	Orlando Sentinel
Legal Advertising Through 08/27/2021 (Ads: 7010874, 7010886, 7025382)				
		OSC41487657	$	1,102.52	
		
TOTAL	
$	
2,380.52	

Chairperson

By Amanda Lane at 9:35 am, Sep 12, 2021

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #010
9/17/2021

Item	Payee	Invoice	General	
No.		Number	Fund	

1	
Deluxe Corporation				
	Check Order	422466	$	125.00	
		
TOTAL	
$	
125.00	

Chairperson

By Amanda Lane at 11:10 am, Sep 18, 2021

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #011
9/24/2021

Item
No.	Payee	Invoice
Number	General
Fund	

1	
Egis Insurance Advisors
FY 2022 Insurance	

14704	

$ 5,200.00	
2	Orlando Sentinel
Legal Advertising Through 09/10/2021 (Ads: 7010896, 7010904)	
OSC42182654	
$ 1,045.00	
3	Supervisor Fees - 09/21/2021 Meeting
Richard Levey	
--	
$	200.00	
		
TOTAL	
$ 6,445.00	

Chairperson

By Amanda Lane at 4:53 pm, Sep 24, 2021

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #012
10/1/2021

Item
No.	Payee	Invoice
Number	General
Fund	Fiscal
Year	

1	
Donald W McIntosh Associates
Engineering Services Through 09/10/2021	

41638	

$	400.25	

    FY 2021 	
2	Hopping Green & Sams
General Counsel Through 08/31/2021	
125212	
$ 1,346.61	

    FY 2021 	
3	Orlando Sentinel
Legal Advertising Through 09/14/2021 (Ads: 7010892, 7038064)	
OSC42505105	
$ 1,577.50	

    FY 2021 	
4	PFM Group Consulting
DM Fee: September 2021	
DM-09-2021-32	
$ 2,916.63	

    FY 2021 	
		
TOTAL	
$ 6,240.99		

6,240.99	FY 2021	
-	FY 2022	

Chairperson

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

Received via email on Sunday, October 3, 2021 - ALane

MIDTOWN IMPROVEMENT DISTRICT

Payment Authorization #013	
10/8/2021					
Item	Payee	Invoice	General	Fiscal	
No.		Number	Fund	Year	

1	Department of Economic Opportunity
FY 2022 Special District Fee	85594	$	175.00	FY 2022 

TOTAL	$	175.00

FY 2022

FY 2021

- 175.00

Chairperson

By Amanda Lane at 9:25 am, Oct 09, 2021

Midtown Improvement District c/o PFM Group Consulting
3501 Quadrangle Boulevard, Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925

Midtown Improvement District

Work Authorization/Proposed Services
(if applicable)

,	 	..,

J	_

SEGMENT "A"

I	I	---	-----

SEG	T II

ERAN'S
TION AL
L£X

LAUREAlE BOULEVARD

DESIGN/CONSTRUCTION TIMELINE

	START	
A	TBD	TBD	
B	UNDERWAY	Q1 2022	
C	UNDERWAY	Q1 2022	
D	UNDERWAY	Q1 2022	
E	COMPLETED	COMPLETED	
F	COMPLETED	UNDERWAY	
G	COMPLETED	UNDERWAY	
H	TBD	TBD	

SEGMENT	DESIGN START	CONSTRUCTION

SEGMENT "H"'
[l

/	 \\\v/

f

\	11	I	I	I\	\	\
11	I	I	I	\\	\

:......

-   -	---     --

\	/

■■■

1000	0	1000
Scale: 1" = 1000'

IUI

N	JULY 19, 2021
DONALD W. MclNTOSH	Assoc1ATES,        1Nc.
ENGINEERS	PLANNERS	SURVEYORS
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789 (407) 644-4068 CERTIFICATE OF AUTHORIZATION NO. LB68

RESIDENTIAL ROADWAYS  ANO  TRACTS  ARE DIAGRAMMATIC  AND  SUBJECT  TO  CHANGE

Printed:    Mon 19-Jul-2021 - OJ: 4JPM
F: \Pro}200J\2J216\Sdwg\exhll>lts\202l-07-19 Centerline Drive E:xhll>lt.dwg

MIDTOWN IMPROVEMENT DISTRICT

Recommendation for Work Authorization/ Proposed Services

Project Name: Centerline Drive - Segments A&B

Brief Description: Services for Plan Revisions for relocation of Reclaimed Water Service lines.

 Name ofConsultantNendor:	Donald W. McIntosh Associates, Inc.	

Is this work pursuant to an existing Agreement?

 If so, name and date of Agreement:

---

Yes

---	No

ls this project included in the District Capital Improvement Plan?

---

Yes

---	No

Are the services required contemplated in the Capital Improvement Plan?	 	

Yes

---	No

Is this a continuation of previously authorized work?

---

Yes	 		No

Proposal attached:

--- Yes

---	No

Form of Agreement Utilized:-P-ro-p-os-al'------------

Amount of Services:	$4,080.00	

Recommendation:	Approve	Deny

By:

Midtown Improvement District Construction Committee

c:		Jennifer Walden Tucker Mackie Jeffrey Newton Lynne Mullins

DONALD W. MCINTOSH ASSOCIATES, INC.

Dr. Richard Levey, Chairman Board of Supervisors
Midtown Improvement District
12051 Corporate Boulevard
Orlando, Florida 32817

Subject:	Centerline Drive - Segments A & B Construction Drawing Revisions DWMA Job No. 18140 (040-042)

Dear Dr. Levey:

September 28, 2021

CIVIL ENGINEERS

l.ANO PLANNERS

SURVEYORS

2200 Park Ave. North

Winter Park, FL

32789-2355

Fax 407-644-831 B

407-644-4068

Donald W. McIntosh Associates, Inc. (DWMA) is pleased to submit for your consideration this Work Authorization to provide Additional Services to Midtown Improvement District ("CLIENT") for Centerline Drive - Segments A & B ("Project"). The scope of this proposal includes professional engineering services associated with Developer-requested revisions to the existing construction drawings and permit applications for the Project to include changes to the location of the reclaimed water main in Centerline Drive. DWMA will provide these services pursuant to our current contract with Midtown Improvement District dated July 7, 2021 ("Contract").

Scope of Services CIVIL ENGINEERING
CONSTRUCTION DRAWING REVISIONS - Design, preparation and submittal to regulatory agencies of revised roadway construction drawings and technical specifications to include Developer-requested changes to the location of  the reclaimed water main within the Project corridor in the previously prepared construction plans for the Project.

PLAN AND PERMIT PROCESSING - Additional processing of plans and permit applications through the City of Orlando.

FINAL ENGINEERING MEETINGS AND COORDINATION - Coordination with City staff; OUC staff; regulatory agencies; geotechnical, structural, hardscape, landscape and other consultants; and CLIENT during the design phase of the project and representation at meetings associated with final design and permitting of the Project.

FEE SCHEDULE

Contract Item	Billing Item	
Description	
Fee	
		Civil Engineering		
A.	040	Construction Drawine.Revisions	$1,580.00	
B.	041	Plan and Permit Processint!.	1.460.00	
C.	042	Final Enl!ineering Meetings and Coordination	1 040.00	
		TOTAL	$4,080.00	

F:\Contract\Proposalslcp14306.doc

http://\/\/WV\/.dwma.com

Dr. Richard Levey, Chairman Board of Supervisors
Midtown Improvement District Centerline Drive - Segments A & B DWMA Job No. 18140 (040-042)
September 28, 2021
Page 2 of 4

PAYMENT OF FEES & REIMBURSABLE EXPENSES

CLIENT shall pay DWMA for Services such fixed fees as-are indicated above and as may be charged from time to time in connection with Additional Services plus Reimbursable Expenses in accordance with the terms of the Contract.

We are prepared to begin work on your Project as soon as we have received an executed copy of this Agreement (executed electronic scanned copies are acceptable).

We value our relationship with the Midtown Improvement District and thank you for your continued confidence in Donald W. McIntosh Associates, Inc.

Yours truly,
DONALD W. MCINTOSH ASSOCIATES, INC.

Vice Presid  t;•
JCN/1s

ACCEPTANCE OF CONTRACT BY:

[Signature]	[Date]

[Name and Title]	[Company]

PURSUANT TO FLORIDA STATUTE 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF DONALD W. MCINTOSH ASSOCIATES, INC. MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

F:\Contract\Proposals\cp14306.doc
DONALD W.  MclNTOSH Associates, Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789-2355 • (407) 644-4068 • FAX [407) 644-8318

Dr. Richard Levey, Chairman

Midtown Improvement District
BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES DWMA Job No. 18140 (040-042)
September 28, 2021
Page 3 of 4

BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES

Our Agreement is also based on the following conditions and limitations:

BASIS OF PRQPOSAL
CLIENT has performed the necessary due diligence research to confirm that the site is suitable for the intended purpose.
The CLIENT is advised that concurrency management and comprehensive plan consistency will impact the land development process. Regulations regarding concurrency and consistency vary according to governmental jurisdiction. The status of concurrency, consistency and, if applicable, vested rights must be addressed for all projects within the State of Florida. DWMA presumes the CLIENT is aware of the issues and resultant impacts described. DWMA disclaims responsibility for delays that may be encountered due to failure on the part of the CLIENT to address concurrency and consistency issues prior to initiation of Services proposed herein. DWMA is not responsible for changes to the approved plans that may alter the concurrency vesting status or for noncompliance on the part of the property owner with regard to the performance terms and conditions established in the vesting certificate.
DWMA will not be responsible for any circumstances, acts, errors, omissions or events, of any type, beyond its control including, without limitation, construction costs, the acts or failures to act of any governmental or judicial agency, or the existence of hazardous waste of any type associated with the Project. No Services associated with hazardous waste of any type are included in any way in this Agreement.
Without limitation, architectural, traffic engineering (e.g., studies, signalization), structural engineering (e.g., retaining walls, bridges, docks), mechanical engineering (e.g., fire pumps), fire protection engineering (e.g., dedicated fire lines beyond the point of service), electrical engineering, geotechnical engineering and testing, environmental assessment, landscape and irrigation design, non-civil utility engineering (e.g., power, gas, telephone, cable television, site lighting) and any other professional or consultant services required by CLIENT and not undertaken by DWMA, shall be retained separately by the CLIENT. No Services are included in this Agreement other than those specifically listed herein.
DWMA may be mandated by regulatory authorities to incorporate findings, requirements and details of design in their construction plans that are prepared by professional geotechnical engineers and not by DWMA. In doing so, DWMA assumes no responsibility or liability for the design, construction or operation of geotechnical engineering components which may include, but not be limited to, underdrains, ground stabilizers, backfills, embankments, etc. CLIENT must also recognize that some of these systems (i.e., underdrains, etc.) usually require extensive field supervision during construction and certification after construction. These systems are subject to damage by other activities during or after infrastructure construction such as other utility installations (power, telephone, cable, gas, etc.). DWMA assumes no liability for damages to any design element caused

by the improper design, construction, operation or maintenance of improvements designed by others.
DWMA, in and through its review and/or use of design and calculations prepared by others, is not responsible for or liable for error or omissions in the design and permitting services provided by others. CLIENT's consultants will provide DWMA with permission to utilize and rely upon their work product as the basis of DWMA's design. Certain elements designed by others may be shown in DWMA construction plans for context only.
DWMA's performance and work product quality is dependent upon the timely provision of services from CLIENT-selected and contracted third-party consultants, including but not limited to geotechnical engineer, environmental consultant, transportation engineer, landscape/hardscape/irrigation designer and/or legal consultant whose services, while coordinated to the extent possible, are beyond the scope of responsibility ofDWMA.
If locating underground utilities is expressly included in the Services, DWMA will locate such underground utilities as may be marked by a utility locating service retained by CLIENT. DWMA shall not be liable for showing any utility lines not marked by the locating company.   DWMA cannot and does not guarantee or warranty that unidentified utilities will not be encountered.
Any opinion of construction cost prepared by DWMA represents its judgment as a design professional and is supplied for the general guidance of the CLIENT only since DWMA has no control over the cost of labor and material or over competitive bidding or market conditions. DWMA does not warrant or guarantee the accuracy of such opinions.
No permit applications or negotiations with regulatory agencies or permitting authorities are included other than those specifically listed herein.
If construction services or observation of construction are included herein, the Services included by DWMA will be to conduct periodic visits and observations to determine that the Work generally conforms or will conform to the applicable contract documents in relation to DWMA's engineering Services. DWMA's Service shall not include determining, supervising, implementing, or undertaking the responsibilities of the contractor, subcontractors or others, regarding means, methods, techniques, sequences and procedures of construction, nor for job conditions, safety precautions or programs. Construction phase services for systems designed and permitted by others are not included.
Construction phase retesting resulting from failures or no­ shows, and therefore requiring additional site visits, shall be additional services and is not included in the scope of this agreement. Such services will be invoiced separately on an hourly basis for back-charge to the contractor by CLIENT.
CLIENT's contractor and/or surveyor will provide certified as-built surveys prepared by a Florida-licensed surveyor for DWMA's use and reliance in preparing project certifications and/or record drawings. Any as-built surveys required to be performed by DWMA due to failure of contractor's surveyor

F:\Contract\Proposals\cp14306.doc
DONALD W. MclNTOSH Associates, Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789-2355 • (407) 644-4068 • FAX (407) 644-8318

Dr. Richard Levey, Chairman

Midtown Improvement District
BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES DWMA Job No. 18140 (040-042)
September 28, 2021
Page 4 o/4

to provide accurate and complete survey data will be invoiced separately on an hourly basis for back-charge to the contractor by CLIENT.
Federal Emergency Management Agency (FEMA) Map revisions or amendments which may be required by regulatory agencies or lenders are not included unless specifically listed in Basic Services.
Provision of customized digital data files to CLIENT, CLIENT's consultants and/or CLIENT's contractor is not included. DWMA work product will be prepared digitally in AutoCAD Civil3D® 2018 or later.
CLIENT RESPONSIBILITIES
The CLIENT, or his representative, shall be available to meet with DWMA and provide decisions in a timely manner throughout the course of the Project.
The CLIENT will provide DWMA with plans and other pertinent information which may be necessary to properly survey or engineer the Project.
Prior to initiation of preliminary or final design, an approved site plan and final dimensioned building footprint(s) will be provided to DWMA by CLIENT, which will be complete with final geometry, and will be relied upon by DWMA.
The CLIENT will engage a professional geotechnical engineer to provide necessary hydrogeologic design support, relevant construction specifications for earthwork items and required construction inspection and certification. CLIENT's geotechnical engineer shall be responsible for final certification of all flexible and rigid pavement. DWMA has the CLIENT's authority to rely on this professional information as a basis for its design Services and certifications.
The CLIENT will engage a professional environmental consultant to provide jurisdictional determinations and necessary design and permitting support for wetland and special species issues.
The CLIENT will engage a professional environmental firm or firms who specialize in all matters relating to "hazardous" or "special" materials wastes, deposits, soils, contamination, etc., as may be required to support permitting or construction of the Project.
The CLIENT will engage a professional landscape architect to provide landscape and irrigation design related to the development of the property as intended by CLIENT.
The CLIENT will engage a professional architect to perform all architectural services including, without limitation, incorporation of the work product ofDWMA, and compliance with local, state or federal laws, regulations, codes and Americans with Disabilities Act ("ADA") requirements.
The CLIENT will engage a professional transportation consultant to provide analysis related to development of the property as intended by CLIENT, including but not limited to traffic studies, determination of turn lane requirements, traffic signal design, Maintenance of Traffic (MOT) plans and roundabout geometry, striping and signage design.

The CLIENT will engage a professional legal counselor to provide legal services related to development of the property as intended by CLIENT.
The CLIENT will engage a professional state licensed hydrogeologist for completion of hydrologic data required in support of a Consumptive Use/Water Use Permit.
The CLIENT will engage a professional archaeologist to provide archaeological analysis related to development of the property as intended by CLIENT.
The CLIENT agrees that DWMA shall have no responsibility for the accuracy of information provided by, or for any portion of the Project designed by the CLIENT or CLIENT's other consultants, or for compliance with local, state or federal ADA requirements. DWMA shall not be required to check or verify the CLIENT's or other consultants' work product, information, or construction documents and shall be entitled to rely on the accuracy and completeness thereof, as well as the compliance of such documents with applicable laws, codes, statutes, ordinances, and regulations, including, without limitation, ADA requirements. The CLIENT also agrees to require all other consultants engaged by the CLIENT to coordinate their design or construction documents or reports with the work product of DWMA, to promptly report any conflicts or inconsistencies to DWMA and to cooperate fully in the resolution of those conflicts or inconsistencies. The CLIENT further agrees, to the fullest extent permitted by law, to indemnify and hold harmless DWMA from any claims, damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising out of or relating to false, inaccurate, or non-compliant information provided by CLIENT or its other consultants, or the services performed by other consultants engaged by the CLIENT.
The CLIENT or CLIENT's contractor shall obtain the required National Pollutant Discharge Elimination System (NPDES) perrnit for the Project.
The CLIENT will provide DWMA with all applicable operation and maintenance budgets and budget reserve estimates for all gated communities prior to submittal of the final plat to satisfy local jurisdiction requirements.

F:\Contract\Proposals\cp14306.doc
DONALD W. MclNTOSH Associates, Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32788-2355 • [407) 644-4068 • FAX [407) 644-8318

MIDTOWN IMPROVEMENT DISTRICT

Recommendation for Work Authorization/ Proposed Services

Project Name: Centerline Drive - Segments C&D

Brief Description: Services for Plan Revisions for revised OUC Electrical Service lines.

 Name  ofConsultantNendor:	Donald W. McIntosh Associates, Inc.	

Is this work pursuant to an existing Agreement?

 If so, name and date of Agreement:

---

Yes

---	No

Is this project included in the District Capital Improvement Plan?

---

Yes

---	No

Are the services required contemplated in the Capital Improvement Plan?	 	

Yes

---	No

Is this a continuation of previously authorized work?

---

Yes	 		No

Proposal attached:

---

Yes

---	No

Form of Agreement Utilized:-Proposal	

Amount of Services:	$6,080.00	

Recommendation:	Approve	Deny

By:

Larry Ka fmann Chairman
Midtown Improvement District Construction Committee

c:		Jennifer Walden Tucker Mackie Jeffrey Newton Lynne Mullins

DONALD w. MCINTOSH ASSOCIATES, INC.

Dr. Richard Levey, Chairman Board of Supervisors
Midtown Improvement District
12051 Corporate Boulevard
Orlando, Florida 32817

September 28, 2021

Subject:	Centerline Drive - Segments C & D OUC Conduit Extensions
DWMA Job No. 18141 (042-044)

Dear Dr. Levey:

CIVIL ENGINEERS

LAN□ PLANNERS

SURVEYORS

2200 Park Ave. North

Winter Park, FL

32789-2355

Fax 407-644-8318

407-644-4068

Donald W. McIntosh Associates, Inc. (DWMA) is pleased to submit for your consideration this Work Authorization to provide Additional Services to Midtown Improvement District ("CLIENT") for Centerline Drive - Segments C & D ("Project"). The scope of this proposal includes professional engineering services associated with revisions to the existing construction drawings and permit applications for the Project to include additional OUC electrical conduits and related facilities in Centerline Drive. DWMA will provide these services pursuant to our current contract with Midtown Improvement District dated July 7, 2021 ("Contract").

Scope of Services CIVIL ENGINEERING
OUC CONDUIT PLAN REVISIONS - Design, preparation and submittal to regulatory agencies of revised OUC electrical conduit plans and technical specifications to include additional conduit extensions and related facilities along the Project corridor in the previously prepared construction plans for the Project.

PLAN AND PERMIT PROCESSING - Additional processing of plans and permit applications through the City of Orlando and Orlando Utilities Commission (OUC).

FINAL ENGINEERING MEETINGS AND COORDINATION - Coordination with City staff; OUC staff; regulatory agencies; and CLIENT during the design phase of the project and representation at meetings associated with final design and permitting of the Project.

FEE SCHEDULE

Contract Item	Billing Item	
Descriotion	
Fee	
		Civil Enl!ineerine:		
A.	042	OUC Conduit Plan Revisions	$2 790.00	
B.	043	Plan and Permit Processing	1 980.00	
C.	044	Final Engineering Meetin_gs and Coordination	1 310.00	
		TOTAL	$6.080.00	

F:\Contract\Proposalslcp14307.doc

http://www. dwma.com

Dr. Richard Levey, Chairman Board of Supervisors
Midtown Improvement District Centerline Drive - Segments C & D DWMA Job No. 18141 (042-044)
September 28, 2021
Page 2 o/4

PAYMENT OF FEES & REIMBURSABLE EXPENSES

CLIENT shall pay DWMA for Services fees as are indicated above and as may be charged from time to time in connection with Additional Services plus Reimbursable Expenses in accordance with the terms of the Contract.

We are prepared to begin work on your Project as soon as we have received an executed copy of this Agreement (executed electronic scanned copies are acceptable).

We value our relationship with Midtown Improvement District and thank you for  your continued confidence in Donald W. McIntosh Associates, Inc.

Yours truly,

J g /-

DONALD W. MCINTOSH ASSOCIATES,  INC.

vice President

JCN/1s

ACCEPTANCE OF CONTRACT BY:

[Signature]	[Date]

[Name and Title]	[Company]

PURSUANT TO FLORIDA STATUTE 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF DONALD W. MCINTOSH ASSOCIATES, INC. MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

F:\Contract\Proposals\cp14307.doc
DONALD W.  MclNTOSH Associates, Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789-2355 • (407] 644-4068 • FAX [407] 644-8318

Dr. Richard Levey, Chairman

Midtown Improvement District
BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES DWMA Job No. 18141 (042-044)
September 28, 2021
Page 3 of 4

BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES

Our Agreement is also based on the following conditions and limitations:

BASIS OF PROPOSAL
CLIENT has performed the necessary due diligence research to confirm that the site is suitable for the intended purpose.
The CLIENT is advised that concurrency management and comprehensive plan consistency will impact the land development process. Regulations regarding concurrency and consistency vary according to governmental jurisdiction. The status of concurrency, consistency and, if applicable, vested rights must be addressed for all projects within the State of Florida. DWMA presumes the CLIENT is aware of the issues and resultant impacts described. DWMA disclaims responsibility for delays that may be encountered due to failure on the part of the CLIENT to address concurrency and consistency issues prior to initiation of Services proposed herein. DWMA is not responsible for changes to the approved plans that may alter the concurrency vesting status or for noncompliance on the part of the property owner with regard to the performance terms and conditions established in the vesting certificate.
DWMA will not be responsible for any circumstances, acts, errors, omissions or events, of any type, beyond its control including, without limitation, construction costs, the acts or failures to act of any governmental or judicial agency, or the existence of hazardous waste of any type associated with the Project. No Services associated with hazardous waste of any type are included in any way in this Agreement.
Without limitation, architectural, traffic engineering (e.g., studies, signalization), structural engineering (e.g., retaining walls, bridges, docks), mechanical engineering (e.g., fire pumps), fire protection engineering (e.g., dedicated fire lines beyond the point of service), electrical engineering, geotechnical engineering and testing, environmental assessment, landscape and irrigation design, non-civil utility engineering (e.g., power, gas, telephone, cable television, site lighting) and any other professional or consultant services required by CLIENT and not undertaken by DWMA, shall be retained separately by the CLIENT. No Services are included in this Agreement other than those specifically listed herein.
DWMA may be mandated by regulatory authorities to incorporate findings, requirements and details of design in their construction plans that are prepared by professional geotechnical engineers and not by DWMA. In doing so, DWMA assumes no responsibility or liability for the design, construction or operation of geotechnical engineering components which may include, but not be limited to, underdrains, ground stabilizers, backfills, embankments, etc. CLIENT must also recognize that some of these systems (i.e., underdrains, etc.) usually require extensive field supervision during construction and certification after construction. These systems are subject to damage by other activities during or after infrastructure construction such as other utility installations (power, telephone, cable, gas, etc.). DWMA assumes no liability for damages to any design element caused

by the improper design, construction, operation or maintenance of improvements designed by others.
DWMA, in and through its review and/or use of design and calculations prepared by others, is not responsible for or liable for error or omissions in the design and permitting services provided by others. CLIENT's consultants will provide DWMA with permission to utilize and rely upon their work product as the basis of DWMA's design. Certain elements designed by others may be shown in DWMA construction plans for context only.
DWMA's performance and work product quality is dependent upon the timely provision of services from CLIENT-selected and contracted third-party consultants, including but not limited to geotechnical engineer, environmental consultant, transportation engineer, landscape/hardscape/irrigation designer and/or legal consultant whose services, while coordinated to the extent possible, are beyond the scope of responsibility ofDWMA.
If locating underground utilities is expressly included in the Services, DWMA will locate such underground utilities as may be marked by a utility locating service retained by CLIENT. DWMA shall not be liable for showing any utility lines not marked by the locating company.   DWMA cannot and does not guarantee or warranty that unidentified utilities will not be encountered.
Any opinion of construction cost prepared by DWMA represents its judgment as a design professional and is supplied for the general guidance of the CLIENT only since DWMA has no control over the cost of labor and material or over competitive bidding or market conditions. DWMA does not warrant or guarantee the accuracy of such opinions.
No permit applications or negotiations with regulatory agencies or permitting authorities are included other than those specifically listed herein.
If construction services or observation of construction are included herein, the Services included by DWMA will be to conduct periodic visits and observations to determine that the Work generally conforms or will conform to the applicable contract documents in relation to DWMA's engineering Services. DWMA's Service shall not include determining, supervising, implementing, or undertaking the responsibilities of the contractor, subcontractors or others, regarding means, methods, techniques, sequences and procedures of construction, nor for job conditions, safety precautions or programs. Construction phase services for systems designed and permitted by others are not included.
Construction phase retesting resulting from failures or no­ shows, and therefore requiring additional site visits, shall be additional services and is not included in the scope of this agreement. Such services will be invoiced separately on an hourly basis for back-charge to the contractor by CLIENT.
CLIENT's contractor and/or surveyor will provide certified as-built surveys prepared by a Florida-licensed surveyor for DWMA's use and reliance in preparing project certifications and/or record drawings. Any as-built surveys required to be performed by DWMA due to failure of contractor's surveyor

F:\Contract\Proposalslcp14307.doc
DONALD W.  MclNTOSH Associates, Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789-2355 • (407) 644-4068 • FAX (407) 644-8318

Dr. Richard Levey, Chairman

Midtown Improvement District
BASIS OF PROPOSAL AND CLIENT RESPONSIBILITIES DWMA Job No. 18141 (042-044)
September 28, 2021
Page 4 of 4

to provide accurate and complete survey data will be invoiced separately on an hourly basis for back-charge to the contractor by CLIENT.
Federal Emergency Management Agency (FEMA) Map revisions or amendments which may be required by regulatory agencies or lenders are not included unless specifically listed in Basic Services.
Provision of customized digital data files to CLIENT, CLIENT's consultants and/or CLIENT's contractor is not included. DWMA work product will be prepared digitally in AutoCAD Civil3D® 2018 or later.
CLIENT RESPONSIBILITIES
The CLIENT, or his representative, shall be available to meet with DWMA and provide decisions in a timely manner throughout the course of the Project.
The CLIENT will provide DWMA with plans and other pertinent information which may be necessary to properly survey or engineer the Project.
Prior to initiation of preliminary or final design, an approved site plan and final dimensioned building footprint(s) will be provided to DWMA by CLIENT, which will be complete with final geometry, and will be relied upon by DWMA.
The CLIENT will engage a professional geotechnical engineer to provide necessary hydrogeologic design support, relevant construction specifications for earthwork items and required construction inspection and certification. CLIENT's geotechnical engineer shall be responsible for final certification of all flexible and rigid pavement. DWMA has the CLIENT's authority to rely on this professional information as a basis for its design Services and certifications.
The CLIENT will engage a professional environmental consultant to provide jurisdictional determinations and necessary design and permitting support for wetland and special species issues.
The CLIENT will engage a professional environmental firm or firms who specialize in all matters relating to "hazardous" or "special" materials wastes, deposits, soils, contamination, etc., as may be required to support permitting or construction of the Project.
The CLIENT will engage a professional landscape architect to provide landscape and irrigation design related to the development of the property as intended by CLIE}ff.
The CLIENT will engage a professional architect to perform all architectural services including, without limitation, incorporation of the work product ofDWMA, and compliance with local, state or federal laws, regulations, codes and Americans with Disabilities Act ("ADA") requirements.
The CLIENT will engage a professional transportation consultant to provide analysis related to development of the property as intended by CLIENT, including but not limited to traffic studies, determination of tum Jane requirements, traffic signal design, Maintenance of Traffic (MOT) plans and roundabout geometry, striping and signage design.

The CLIENT will engage a professional legal counselor to provide legal services related to development of the property as intended by CLIENT.
The CLIENT will engage a professional state licensed hydrogeologist for completion of hydrologic data required in support of a Consumptive Use/Water Use Permit.
The CLIENT will engage a professional archaeologist to provide archaeological analysis related to development of the property as intended by CLIENT.
The CLIENT agrees that DWMA shall have no responsibility for the accuracy of information provided by, or for any portion of the Project designed by the CLIENT or CLIENT's other consultants, or for compliance with local, state or federal ADA requirements. DWMA shall not be required to check or verify the CLIENT's or other consultants' work product, information, or construction documents and shall be entitled to rely on the accuracy and completeness thereof, as well as the compliance of such documents with applicable Jaws, codes, statutes, ordinances, and regulations, including, without limitation, ADA requirements. The CLIENT also agrees to require all other consultants engaged by the CLIENT to coordinate their design or construction documents or reports with the work product of DWMA, to promptly report any conflicts or inconsistencies to DWMA and to cooperate fully in the resolution of those conflicts or inconsistencies. The CLIENT further agrees, to the fullest extent permitted by law, to indemnify and hold harmless DWMA from any claims, damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising out of or relating to false, inaccurate, or non-compliant information provided by CLIENT or its other consultants, or the services performed by other consultants engaged by the CLIENT.
The CLIENT or CLIENT's contractor shall obtain the required National Pollutant Discharge Elimination System (NPDES) permit for the Project.
The CLIENT will provide DWMA with all applicable operation and maintenance budgets and budget reserve estimates for all gated communities prior to submittal of the final plat to satisfy local jurisdiction requirements.

F:\Contract\P roposals\cp14307.doc
DONALD W.  MclNTOSH Associates,  Inc.
2200 PARK AVENUE NORTH, WINTER PARK, FLORIDA 32789-2355 • (407] 644-4068 • FAX [407) 644-8318

Midtown Improvement District

District’s Financials

Midtown Improvement District	
Statement of Financial Position	
As of 9/30/2021	
	
General Fund		
Capital Projects Fund		
Total	

Assets	
Current Assets	
General Checking Account	$4,689.61				$4,689.61	
Accounts Receivable - Due from Developer	25,000.00				25,000.00	
Prepaid Expenses	5,200.00				5,200.00	
Accounts Receivable - Due from Developer			$58,838.32		58,838.32	
Due From Other Funds			1,410.50		1,410.50	
Total Current Assets	$34,889.61		$60,248.82		$95,138.43	
Total Assets	$34,889.61		$60,248.82		$95,138.43	

Liabilities and Net Assets	
Current Liabilities	
Accounts Payable	$5,902.24				$5,902.24	
Due To Other Funds	1,410.50				1,410.50	
Deferred Revenue	25,000.00				25,000.00	
Accounts Payable			$60,248.82		60,248.82	
Deferred Revenue			58,838.32		58,838.32	
Total Current Liabilities	$32,312.74		$119,087.14		$151,399.88	
Total Liabilities	$32,312.74		$119,087.14		$151,399.88	

Net Assets	
					0.00	
Current Year Net Assets - General Government	2,576.87				2,576.87	
					0.00	
Current Year Net Assets, Unrestricted			(58,838.32)		(58,838.32)	
Total Net Assets	$2,576.87		($58,838.32)		($56,261.45)	
						
Total Liabilities and Net Assets	$34,889.61		$60,248.82		$95,138.43	

Page 1 of 1

Midtown Improvement District
Statement of Activities As of 9/30/2021	
	
General Fund		
Capital Projects Fund		
Total	

Revenues						
Developer Contributions	$25,000.00				$25,000.00	
Other Income & Other Financing Sources	0.34				0.34	
Developer Contributions			$7,303.75		7,303.75	
Total Revenues	

$25,000.34		

$7,303.75		

$32,304.09	
Expenses						
Supervisor Fees	$800.00				$800.00	
Public Officials' Liability Insurance	530.00				530.00	
Management	8,749.97				8,749.97	
Engineering	1,292.75				1,292.75	
District Counsel	7,764.40				7,764.40	
Travel and Per Diem	7.46				7.46	
Postage & Shipping	36.68				36.68	
Legal Advertising	2,283.75				2,283.75	
Miscellaneous	210.67				210.67	
Dues, Licenses, and Fees	100.00				100.00	
General Insurance	648.00				648.00	
Engineering			$37,025.07		37,025.07	
District Counsel			3,929.00		3,929.00	
Legal Advertising			89.75		89.75	
Contingency			25,098.25		25,098.25	
Total Expenses	

$22,423.68		

$66,142.07		

$88,565.75	
Other Revenues (Expenses) & Gains (Losses)						
Interest Income	$0.21				$0.21	
Total Other Revenues (Expenses) & Gains (Losses)	$0.21		$0.00		$0.21	
Change In Net Assets	$2,576.87		($58,838.32)		($56,261.45)	

Net Assets At Beginning Of Year	
$0.00		
$0.00		
$0.00	

Net Assets At End Of Year	
$2,576.87		
($58,838.32)		
($56,261.45)	

Page 1 of 1

Midtown Improvement District	
	Budget to Actual			
For the Month Ending 9/30/2021	
	
Actual	Budget	
Variance	
FY 2021 Adopted Budget	

Revenues				
Developer Funded	$	25,000.00	$	265,783.64	$   (240,783.64)	$	265,783.64	
Other Income & Other Financing Sources	0.34	-	0.34	-	
Net Revenues	$	25,000.34	$	265,783.64	$   (240,783.30)	$	265,783.64	
General & Administrative Expenses				
Legislative				
Supervisor Fees	$	800.00	$	3,000.00	$	(2,200.00)	$	3,000.00	
Financial & Administrative				
Public Officials' Liability Insurance	530.00	2,550.00	(2,020.00)	2,550.00	
Trustee Services	-	7,500.00	(7,500.00)	7,500.00	
Management	8,749.97	8,750.00	(0.03)	8,750.00	
Engineering	1,292.75	10,000.00	(8,707.25)	10,000.00	
Dissemination Agent	-	5,000.00	(5,000.00)	5,000.00	
Property Appraiser	-	1,700.00	(1,700.00)	1,700.00	
District Counsel	7,764.40	30,000.00	(22,235.60)	30,000.00	
Assessment Administration	-	7,500.00	(7,500.00)	7,500.00	
Reamortization Schedules	-	250.00	(250.00)	250.00	
Audit	-	6,000.00	(6,000.00)	6,000.00	
Travel and Per Diem	7.46	300.00	(292.54)	300.00	
Telephone	-	50.00	(50.00)	50.00	
Postage & Shipping	36.68	1,000.00	(963.32)	1,000.00	
Copies	-	2,500.00	(2,500.00)	2,500.00	
Legal Advertising	2,283.75	7,500.00	(5,216.25)	7,500.00	
Miscellaneous	210.67	1,000.00	(789.33)	1,000.00	
Property Taxes	-	1,000.00	(1,000.00)	1,000.00	
Web Site Maintenance	-	3,750.00	(3,750.00)	3,750.00	
Holiday Decorations	-	2,000.00	(2,000.00)	2,000.00	
Dues, Licenses, and Fees	100.00	250.00	(150.00)	250.00	
Total General & Administrative Expenses	
$	21,775.68	$	101,600.00	$	(79,824.32)	$	101,600.00	

Page 1 of 2

Midtown Improvement District
Budget to Actual
For the Month Ending 9/30/2021

Actual	Budget	Variance

FY 2021 Adopted Budget

Field Operations Electric Utility Services
Electric
Water-Sewer Combination Services
Water Reclaimed
Other Physical Environment
General Insurance
Property & Casualty Insurance Other Insurance
Irrigation Repairs Tree Trimming
Flower & Plant Replacement Contingency
Pest Control Hurricane Cleanup
Interchange Maintenance Expenses
IME - Aquatics Maintenance IME - Irrigation Repairs
IME - Landscaping IME - Lighting
IME - Miscellaneous IME - Water Reclaimed
Road & Street Facilities
Entry and Wall Maintenance Hardscape Maintenance Streetlights
Accent Lighting
Parks & Recreation
Personnel Leasing Agreement
Reserves
Infrastructure Capital Reserve Interchange Maintenance Reserve
Total Field Operations Expenses Total Expenses
Income (Loss) from Operations

Other Income (Expense)
Interest Income

Total Other Income (Expense)

Net Income (Loss)

$	-	$	3,420.00	$	(3,420.00)	$	3,420.00	
-	
15,200.00	(15,200.00)	15,200.00	
648.00
-
-
-
-
-
-
-
-	
2,950.00	(2,302.00)	2,950.00
2,660.00	(2,660.00)	2,660.00
150.00	(150.00)	150.00
15,200.00	(15,200.00)	15,200.00
15,200.00	(15,200.00)	15,200.00
15,200.00	(15,200.00)	15,200.00
7,977.06	(7,977.06)	7,977.06
1,801.20	(1,801.20)	1,801.20
7,600.00	(7,600.00)	7,600.00	
-
-
-
-
-
-
-	
1,024.94	(1,024.94)	1,024.94
2,900.77	(2,900.77)	2,900.77
23,439.00	(23,439.00)	23,439.00
483.46	(483.46)	483.46
483.46	(483.46)	483.46
725.19	(725.19)	725.19	
-
-
-
-
-	
1,140.00	(1,140.00)	1,140.00
1,900.00	(1,900.00)	1,900.00
38,140.63	(38,140.63)	38,140.63
760.00	(760.00)	760.00	

-	
3,420.00	(3,420.00)	3,420.00	

2,109.00
298.93

$	3,055.93	$	
2,109.00	-	2,109.00
298.93	-	298.93
 
164,183.64	$    (161,127.71)	$	164,183.64	

$	24,831.61	$	 
265,783.64	$    (240,952.03)	$	265,783.64	

$	168.73	$	
-	$	168.73	$	-	

$	0.21	$	
-	$	0.21	$	-	

$	0.21	$	 
-	$	0.21	$	-	

	 

$	168.94	$	-	$	168.94	$	-	

Page 2 of 2