BOGGY CREEK IMPROVEMENT DISTRICT BOARD OF SUPERVISORS' MEETING MINUTES

FIRST ORDER OF BUSINESS	Roll Call to Confirm a Quorum

The Board of Supervisors' Meeting for the Boggy Creek Improvement District was called to order on Tuesday, July 20, 2021, at 3:30 p.m. at Courtyard Orlando Lake Nona, 6955 Tavistock Lakes Blvd, Orlando, FL 32827.

Present:

Richard Levey Thad Czapka Chad Tinetti

Also attending:

Jennifer Walden Lynne Mullins Tucker Mackie Deborah Sier Jeff Newton Larry Kaufmann

Chairperson Assistant Secretary Assistant Secretary

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

Scott Thacker Chris Wilson

District Landscape Supervisor
Construction Committee Member	Uoined @ 3:40 p.m.)

SECOND ORDER OF BUSINESS	Public Comment Period

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

THIRD ORDER OF BUSINESS		Consideration of the Minutes of the June 15, 2021, Board of Supervisors' Meeting·
)
Board Members reviewed the minutes from the June 15, 2021, Board of Supervisors' Meeting.

Mr. Tinetti expressed there  were a couple  questions  about the Beep  Vehicles that he didn't see captured in the minutes. These were related to insurance liability and who would be responsible for the utilities in the sixth order of business. Ms. Walden will have them revised as requested.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved the Minutes of the June 15, 2021, Board of Supervisors' Meeting, subject to staff including the comments regarding whether the Beep Vehicles insurance is covered and who will own the utilities for the Beep Vehicles in the sixth order of business.

FOURTH ORDER OF BUSINESS		Consideration of Extending Existing Internal Roadways landscape and Irrigation Maintenance	Services Agreement with Cepra

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The Board reviewed the extending of existing Internal Roadways Landscape and Irrigation Maintenance Services Agreement with Cepra.

Mr. Thacker explained with the Landscape Maintenance Agreements that were bid out a couple of year ago those agreements allow for renewals up to a total of three years and the District is coming upon the conclusion of the second year of those agreements. He recommended the Board renew those agreements for the third year and then those landscape contracts will go back out to bid in the spring for the following fiscal year.

FIFTH ORDER OF BUSINESS		Consideration of Extending Existing	Interchange Landscape and Irrigation Maintenance		Services Agreement with Down to Earth

The Board reviewed extending existing Interchange Landscape and Irrigation Maintenance Services Agreement with Down to Earth.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved extending existing Interchange Landscape  and  Irrigation Maintenance Services Agreement with Cepra and extending existing Interchange Landscape and Irrigation Maintenance Services Agreement with Down to Earth.

SIXTH ORDER OF BUSINESS	Discussion Revisions	to
Report	for Improvements Infrastructure

Regarding Engineer's
Capital
for

The Board was provided a map regarding Medical City Drive (Minutes Exhibit A).

Mr. Newton stated District staff has had conversations  with the Developer  regarding Medical City Drive. This roadway has been in and out of the District Engineer Report many times over the years. The Medical City Drive extension had been in the report but removed in November  2017 and then the widening of existing Medical City Drive from two to four lanes was added back in October 2020. Medical City Drive southern extension and widening was added to the report at the same time the northern extension was removed in 2017. This proposal is to modify the Engineer's Report to add the northern extension of Medical City Drive back into the report to allow it to be a Capital Improvement. It would extend to the touch down point of the flyover/Interchange with the 417.

Dr. Levey asked if the OPE Extension Project does not include that segment in it. Mr. Newton said that he would need to confirm it does not include it. Dr. Levey asked if the extension is needed for any development support. Mr. Newton replied yes. Dr. Levey asked if the Capital Fund has the capacity to fund this or will it require new financing. Mr. Newton stated he would update the cost numbers in the CIP but he does not believe there is a proposal to do any additional funding and any shortfall would fall under the Construction Agreement with the Developer.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved revision of the Engineer's Report for Capital Improvements for Infrastructure.

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SEVENTH ORDER OF BUSINESS	Consideration of Beep Operations Matters
Consideration of Master Agreement with Beep, Inc.
Consideration	of Statement of Work
Consideration		of Developer	Funding Agreement  with  Lake Nona Land Company, LLC regarding Beep Services

Ms. Mackie explained the Statement of Work which identifies the work that is to be provided by Beep in connection with the services to operate the two autonomous vehicles that the District approved  the purchase of at the last meeting. Mr. Byrnes was at the last two meetings and brought the Board up to speed on the concept with respect to the shuttle system within Lake Nona so today's discussion is related just to the services agreement.

Ms. Mackie explained the Master Agreement with Beep, Inc. is a turnkey operating agreement. The District owns the shuttles but Beep is the operator under Florida Law with respect to these shuttles. The initial term for the operation of the two shuttles on behalf of the District is five years. Section 3 of the Master Agreement with Beep, Inc outlines the services that are being provided. Several of which are listed under onboarding and commissioning are one-time fees and services that are being provided  to the District  at start up  and the total cost of the onboarding fees is  a flat fee of $25,000.00. The managed services  are those that will be provided on a monthly basis in addition to the attendant services which will vary based on hours of operation but that total monthly amount is $22,875.00. There is an additional service with respect to Risk Protection Plan and Implementation which is optional and District staff is still confirming whether that was done at the start of the Move Nona Agreement with Beep. Since the District may also be utilizing, through a Personnel Leasing Agreement, Tavistock employees to assist the District in the operation of the Beep Program, that would be an additional charge.

The exhibits to the Agreement outline the routes that the two autonomous shuttles will operate on. The current operating timeframes are Monday through Friday from 9:00 a.m. - 3:00 p.m. It is one route with two shuttles. A discussion took place regarding the monthly  cost which will be corrected to $28,000.00 per month to operate  the two autonomous  vehicles.  It will be $336,000.00 per year to operate both shuttles. Mr. Tinetti asked how long the Developer will cover the costs. Ms. Mackie stated the Developer  will cover the costs for the entire term of the services which is five years unless this Board levies an assessment for the payment of those expenses in its Operation & Maintenance Budget. The Developer Funding Agreement that the Board will consider obligates the Developer to pay for all of those costs included within the Beep Services Agreement and any cost of staff or otherwise that would be needed to deliver the entirety of the program including insurance and utilities.

Ms. Mackie stated the Master Agreement outlines the terms of the indemnification and the insurance provision with respect to what the District is getting from Beep, Inc. The District is going to carry insurance on the vehicles for risk of loss if it is sitting in the garage and becomes damaged however Beep as the operator is carrying all of the statutory insurance required of autonomous vehicles and that is built into this cost as well. For the utilities, there would be at the next meeting a License Agreement between the District and the Tavistock.  The District would have a license to store the vehicles  in that location and charge them at no cost to the District.

Ms. Mackie stated in negotiating the Master Agreement with Beep, Inc. Mr. Byrnes and Ms. Rencoret also participated in all those discussions to make sure the terms that the District was requesting and what Beep was including  within this version were  consistent  with the terms that have been agreed upon with respect to the Move Nona Agreement that is operating several other shuttles within Lake Nona.

The Board reviewed the Funding Agreement with Lake Nona Land Company, LLC  regarding  Beep Services. Ms. Mackie stated the Developer is required to provide all of the amounts due and in a timely manner. In the event the funding is not received, the District has the ability to levy an assessment  against the property owned by the Developer for the payment of those costs. Nothing in the Developer Funding Agreement obligates the District to levy an Operations & Maintenance Assessment to pay for the Beep
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Services. That would be for this Board or a future constituted Board to make that decision on behalf of its constituents.

Dr. Levey stated the insurance quote is not on the agenda and asked if that is a District obligation. Ms. Mackie replied no, the Developer would fund the District's insurance cost for that as well. In talking to the Insurance Company they are unfamiliar with the autonomous vehicle market. District staff  made connections with the Beep, Inc. service provider contact that has the most experience with obtaining insurance on behalf of Beep and he is willing to coordinate and work with Ms. Walden to obtain some quotes. Ms. Mackie noted, with respect to indemnification which is found on page 8, the indemnification suggests that even outside of their limits they will be indemnifying the District as a result of Beep's failure to comply with any laws, with Beep's collection of any client data, gross negligence or willful misconduct on behalf of Beep and if there is ever an instance of bodily injury, death or damage to tangible property, or if there is an incident that would fall under one of these categories they are fully indemnifying the District. Dr. Levey asked if the District knows what Beep's insurance coverages are. Ms. Mackie stated with respect to indemnification they are not limited to the limits on their insurance. The insurance covers $1 Million per occurrence and $2 Million in the aggregate for the commercial general liability, auto insurance is $2 Million, combined, technology is $2 Million per claim and $2 Million annual aggregate and workers comp in accordance with the Florida Law. District staff also asked Beep to bump up their umbrella coverage from what was originally included as $5 Million to $8 Million but these are also well in excess of the requirements under Florida Law that one must have to operate an autonomous vehicle with multiple passengers.

Ms. Mackie requested a motion to approve the Master Services  Agreement  with Beep and the Statement of Work subject to finalization with Beep.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved the Master Agreement with Beep, Inc and the Statement of Work, subject to finalization with Beep.

Ms. Mackie requested a motion from the Board to approve the Developer Funding Agreement.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved the Funding Agreement with Lake Nona Land Company, LLC regarding Beep Services.

EIGHTH ORDER OF BUSINESS		Consideration of Insurance Quote for Autonomous Electric Vehicles

Ms. Walden explained that District staff is still working with the insurance company as  Ms. Mackie mentioned previously. The District's current carrier has reached out to a couple of their brokers and District staff is reaching out to the Beep contact with their insurance provider as well. This agenda  item will be tabled to the next Board meeting.

NINTH ORDER OF BUSINESS		Consideration of Resolution 2021-07, Approving the Conveyance of Certain Property to Lake Nona Land Company, LLC and Landport Land Holding, Inc.

Ms. Mackie explained there is a request to transfer surplus lands back to Lake Nona Land Company, LLC and Landport  Land  Holding, Inc.  Exhibit  A is a map that consists  of roughly  2.453  acres which are

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associated with interchange ponds the District acquired some time ago. When the request was received to have the District consider conveying these particular tracks back to those respective adjacent entities, the District Engineer reviewed the locations and determined that those particular areas of that tract weren't necessary for the operation and maintenance of the interchange ponds. The District acquired the ponds for value several years ago and it was a joint agreement through the Myrtle Creek, Boggy Creek and Greeneway Districts that these ponds were acquired. If the Board approves the conveyance of the surplus lands back to the adjacent property owners there would be a consideration that would be required. In the Resolution it is noted as $75,000.00 per acre. That was the approved amount several years ago and it was
$50,000.00 in cash and $25,000.00 contribution recognition. Ms. Mackie noted that the District may still need some easements over these areas depending on whether or not the District has the access to get back to property it still owns to maintain those pond banks but that is still under discussion.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved Resolution 2021-07, Approving the Conveyance  of Certain Property to Lake Nona Land Company, LLC and Landport Land Holding, Inc.

TENTH ORDER OF BUSINESS		Ratification of Operation and Maintenance Expenditures Paid in June 2021 in an amount totaling $32,557.82

The Board reviewed the Operation and Maintenance Expenditures Paid in June 2021 in an amount totaling
$32,557.82. Ms. Walden noted that these have been approved and just need to be ratified by the Board.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District ratified Operation and Maintenance Expenditures Paid in June 2021 in an amount totaling $32,557.82.

ELEVENTH ORDER OF BUSINESS		Ratification	of	Requisition Nos. 2018-197 - 2018-199 in
June   2021   in   an	amount totaling $2,383.25

The Board reviewed Requisition Nos. 2018-197 - 2018-199 in June 2021 in an amount totaling $2,383.25. Ms. Walden noted that these have been approved and just need to be ratified by the Board.

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District ratified Requisition Nos. 2018-197 - 2018-199 in June 2021 in an amount totaling $2,383.25.

TWELFTH ORDER OF BUSINESS		Recommendation	of	Work Authorizations/Proposed Services

Ms. Walden was presented a Work Authorization from Berman for pressure washing the wave walls on Lake Nona Blvd in the amount of $3,450.00.

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Dr. Levey asked if this was part of the District's annual maintenance program and if it was anticipated in the budget. Mr. Thacker confirmed that it is.

On Motion by Mr. Czapka, second by Mr. Tinetti, with all in favor, the Board of Supervisors for the Boggy Creek Improvement District approved the Work Authorization from Berman for pressure washing the wave walls on ake Nona Blvd. in the amount of $3,450.00.

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

Ms. Walden noted through June 2021, the District has total expenses of $525,000.00 vs. a budget of
$920,500.00. No action is required by the Board.

FOURTEENTH ORDER OF BUSINESS	Staff Reports

District Counsel - District Manager -

No Report

Ms. Walden noted the next meeting is scheduled for Tuesday, August 17, 2021, for the public hearing on the budget.

District Engineer - Construction Supervisor -

No Report

Mr. Kaufmann stated he finally received a quote from OUC for installation of streetlights on Lake Nona Blvd. He has not been able to review it with the Developer yet. He will be presenting the proposal to the Board at the next Board Meeting.

District Landscape Supervisor-   No Report

Irrigation Supervisor -	No Report

FIFTEENTH ORDER OF BUSINESS	Supervisor	Requests	and Adjournment

As there were no Supervisor requests, Dr. Levey requested a motion to continue the meeting.

y/Assistant Secretary

On Motion by Mr. Tinetti, second by Mr. Czapka, with all in favor, the July 20, 2021, Meeting of the Board of Supervisors for the Boggy Creek Improvement District was a· u ned.

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