Approval of Minutes The Committee reviewed the minutes from the March 1, 2017 Roadway Agreement Committee (RAC) Meeting.

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1 Interoffice Memorandum Minutes Roadway Agreement Committee Members Present: Jim Harrison - Chairman Assistant County Administrator Joe Kunkel -Vice Chairman Public Works Department Renzo Nastasi - Transportation Planning Division Diana Almodovar - Development Engineering Division Christine Lofye - Traffic Engineering Division Paul Sladek - Real Estate Management Division John Smogor - Planning Division County Staff Present: Roberta Alfonso - County Attorney's Office Jon Weiss - Community, Environmental & Development Services Dept Raymond Williams - Public Works Engineering Division Jennifer Cummings - Public Works Engineering Division Susan Martin - Risk Management Division Julie Naditz Highway Construction Division Heather Brownlie - Transportation Planning Division Rita Gonzalez - Transportation Planning Division Mr. Harrison called the meeting to order at 9:07 a.m. Public Comment Mr. Harrison inquired as to Public comment; there were no members of the public present who wished to speak. Approval of Minutes The Committee reviewed the minutes from the March 1, 2017 Roadway Agreement Committee (RAC) Meeting. Mr. Nastasi made a motion, with a second by Mr. Smogor to approve the March 1, 2017 Roadway Agreement Committee Meeting minutes as presented. Motion carried unanimously. The Committee reviewed the minutes from the March 6, 2017 Special Roadway Agreement Committee meeting. Mr. Kunkel made a motion, with a second by Mr. Smogor, to approve the March 6, 2017 Special Roadway Agreement Committee Meeting minutes as presented. Motion carried unanimously. Activity Update The Orange Avenue RCA Kickoff Notice To Proceed Meeting is being held today. Kirkman Road Extension - need additional right-of-way from UCPM and a Study is needed to initiate and complete design by 2021 in order to preserve the Lockheed Martin Corporation right-of-way.

2 Page 2 First Amendment to Hamlin Groves Agreement Road Affected: Hamlin Groves Trail North Present: Jim Willard, Ken Kupp, Dennis Seliga Previous RAC: None County Staff Present: Micah Massaquoi, Shawn Kennedy, Mike Wehrfritz Mr. Willard provided an overview of the original agreement approved by the Board of County Commissioners which provides for road impact fee credits for construction of Phase I upon completion of Phase II. The First Amendment allows for road impact fee credits for Phase I even though Phase II has not yet completed construction to Tiny Road and to mirror language to match the Utilities agreement for 30-day timeframe to pay contractor. Ms. Alfonso asked about retainage and stated that County requires payment to contractor before payment can be made since the money is coming from the general fund, Discussion of Liens Waivers and if that would be sufficient to allow for payment to be made. Consent of Surety needed in addition to lien waivers. Mr. Sladek suggested new language differentiating between conditional and unconditional lien waivers. Ms. Naditz asked to include language referencing final payment contingent upon completion of Highway Construction closeout checklist and lien releases of all contractors and subcontractors. Review of handout version provided by Mr. Willard page by page: Page 1 Line 39 add shall be before conveyed Add Whereas Clause to include Joinder Owners and reference the joinders attached Page 2 Add name of entity to the Header Line 54 amend sections 4.1 and 4.2, and blackline version of revised language Change Section 4.1 of the original agreement to match the change made in Section 4.2 Line 55 delete in its entirety to read Line change Owner shall thereafter deliver to County satisfactory lien waivers from the General Contractor for all work covered by the current Complete Funding Request to Owner shall thereafter deliver to County satisfactory unconditional lien waivers from the General Contractor for all work covered by the current Complete Funding Request, satisfactory unconditional lien waivers from all subcontractors and suppliers for all work covered by the immediately preceding Complete Funding Request, and consent of the Surety for the current Complete Funding Request. For the final Complete Funding Request, Owner shall also provide to County final lien releases from the General Contractor and all subcontractors and suppliers, and final payment from the County shall be subject to satisfaction of Highway Construction s closeout checklist. All of the above shall be satisfactory to County in its sole discretion. Line 67 delete in its entirety to read and recreate or show blackline Line 72 change reimbursement to payment Line 75 change reimburse to deliver Change in ownership: three owners now with three different parcel identification numbers Added Joinder and Consent for additional owners

3 Need to submit New Agent Authorization Forms for all owners along with Disclosure and Relationship forms Add a new section changing first sentence to 5 years after effective date of the original agreement. Redline last paragraph of section 6.2. change County attestation to include CPA to Phil Diamond s title Joinder and Consent Signature Pages each to have own notary and need separate pages Need to amend section in original agreement to change completion date from 3 years to 5 years since it will take longer to complete than three years from the effective date of the original agreement. Mr. Smogor made a motion, with a second by Mr. Nastasi to approve the Hamlin Groves Trail North First Amendment, subject to the changes requested at today's meeting, subject to approval of Exhibits by County Surveyor, subject to final review by the Committee. Motion carried unanimously. Boggy Creek Bridge North Supplemental Agreement Road Affected: Boggy Creek Road Present: Larry Kaufmann, Ralph Ireland, Sara Bernard, John Pottinger Also Present: Aleas Koos, Kevin Knudsen Previous RAC: 3/1/2017 County Staff Present: Roberto Ng, Micah Massaquoi, Shawn Kennedy, Mike Wehrfritz Review of blackline page by page: Page 1 Line 13 & 17 add Road after Wetherbee Page 2 Line 54 delete sometimes Line reference to Section 9 of Amendment rather than Original Agreement Add period after entirety and strike remainder of sentence Page 5 Delete lines Exhibit C and Exhibit D are the same and are added to both prior exhibits to supplement them Line 177 add reference to JPA Agreement (to be determined with Crockett and the City of Orlando) Line 183 add from after excluded Line 189 reference to Exhibit C needs to be adjusted Line 196 change Agreement to Amendment Line (e) delete from Widening to Construction contract) Exhibit E should clarify the Crockett funds being contributed and what Crockett contributions are impact fee eligible and reflect the delta between design costs and the Crockett 2.45M payment due.

4 Page 6 Mr. Sladek suggested the following language be added as follows: 4(e)(vi): A pre-construction meeting is to be held and a notice-to-proceed issued prior to the start of construction. 4(e)(vii): Permit and utility agreements must be obtained and provided to County at the pre-construction meeting. 4(g): At the date of Final Completion of the Improvements, a one year warranty surety reasonably acceptable to the County in the amount covering all improvements shall be provided by CDP to cover repairs and replacement required due to any and all workmanship and materials related to failures or defects, including latent defects, and/or any and all repairs or replacement due to excessive deterioration of the road construction materials. A walk through inspection shall take place prior to close out of the one year warranty period. CDP, at their sole expense, shall provide the repair or replacement to the County s satisfaction in a timely manner. Prior to issuing a Notice to Proceed the applicant must have permits and JPA s in place. Page 7 Line 262 remove word potentially Page 8 Line 295 change any to the throughout document Change header pages to C, D, F to state supplementing rather than see. Mr. Nastasi made a motion, with a second by Ms. Almodovar to approve the Boggy Creek Bridge North Supplemental Agreement subject to changes requested at today's meeting, subject to approval of Exhibits by County Surveyor, subject to final review by the Committee. Motion carried unanimously. Sunbridge Transportation Agreement Road Affected: Sunbridge Parkway Present: Richard Levey, Linda Shelley, Vivien Monaco, Clint Beaty, Adam Burghdoff Others Present: Larry Kaufmann, Jeffrey Newton (DWMA), JD Humphreys, Paul Shakespeare Previous RAC: 3/1/2017 County Staff Present: Chris Testerman, Hatem Abou-Senna, Brian Sanders, Jerald Marks, Blanche Hardy Mr. Levy requested a meeting to resolve the man-hour fees and Preliminary Design Study (PDS) scope and also requested a Special Roadway Agreement Committee Meeting as needed. Exhibit D needs to be revised to reflect vested trips. Discussion of excluding Segment 2A from the PDS. Mr. Shakespeare and Mr. Levy agree in principle to the concept if the County is willing to agree. The Committee did not agree. Camino and Sunbridge are seeking to address a joint Park Adequate Public Facilities Agreement to co-locate parks to create a park complex and removing Segment 2A from PDS could advance the access to the Park.

5 Page 5 Mr. Nastasi stated that the connections to Camino Reale development and the Park Complex are locations that need to be identified through a Preliminary Design Study (PDS). Mr. Weiss stated that Segment 1 is being designed and constructed as a 4-lane urban cross-section so there is no issue with the location of the stormwater pond locations. Segment 2A is initially a 2-lane rural cross-section, so the County will require a PDS to look at stormwater needs for the future 4-lane which cannot be determined until design. Segment 2A includes the Rail Road Crossing which also needs to be coordinated as part of the PDS. Discussion of PDS cost reimbursable at 100% and the Committee confirmed. There will be more than one design estimate and more than one contract. Line 56 strike or Project Line 92 blank needs to be filled in with the cost of the PDS. Page 6 Line 132 change the word premature applicant argued this language was in the term sheet, the Committee agreed to leave language in. Page 8 Line 161 add timing shown in Section B in Section C starting on line 167 also. Page 12 Line 246 change agree that it to understand that one or the other may be necessary Page 13 Line 250 change sole and absolute to reasonable Page 24 Excess capacity language needs work. Page 27 Ms. Monaco added and other instruments change to except for matters of record acceptable to the County Page 28 Line 553 bring sentence back to include $4,417,700 for the acreage estimated total Road right-of-way should be pro-rated for the 3 rd & 4 th lanes only (not 100%) 2 Line 637 need to define reasonable coordination Section 15 a separate agreement will be required 3 Line 648 add reasonable right to delay but the Committee asked for input before delay so need language that discussions will ensue Line 61 fully contemplate CEA 5 Line 688 discussion of Lake Mary Jane restriction of applicant to connect consistent with Boards discussion no changes Line 689 need to define Camino South and Camino Reale since they are two (2) different projects

6 Page 6 Discussion of Joinder ad Consent Forms similar to the structure of the Adequate Public Facilities Agreement. Ms. Alfonso to review. [Mr. Williams departed the meeting at 11:40 am] Estimated cost of Sunbridge Parkway is approximately $30M which does not include the PDS or Right-of-Way costs. Cost estimates will be refined through the PDS. Mr. Weiss asked for a total value of credits to be provided to be included in the agreement. The Committee requested that the applicant re-submit changes to the agreement by Monday. Rescheduled to a Special RAC Meeting to be held next week for further review. Mr. Harrison adjourned the meeting at 12:06 p.m.

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