Riverwalk Community Development District Meeting Agenda May 1, 2024 April 24, 2024 Board of Supervisors Riverwalk Community Development District Dear Board Members: The regular meeting of the Board of Supervisors of Riverwalk Community Development District will be held on Wednesday, May 1, 2024 at 1:00 PM at 219 E. Livingston Street, Orlando, FL 32801. Following is the advance agenda for the meeting: 1. Roll Call 2. Public Comment Period 3. Approval of Minutes of the March 20, 2024 Board of Supervisors Meeting 4. Financing Matters A. Consideration of Resolution 2024-02 Supplemental Assessment Resolution B. Consideration of Post Issuance Compliance and Remedial Action Procedures C. Ratification of Acquisition of Completed Improvements: i. Riverwalk Phase 1A Utility Improvements ii. Riverwalk Phase 1A Roads and Stormwater Improvements iii. Riverwalk Phase 1C Utility Improvements iv. Riverwalk Phase 1C roads and stormwater improvements v. Econlockhatchee Trail Segment E2 Phase 1 Utility Improvements vi. Econlockhatchee Trail Segment E2 Phase 2A Utility Improvements vii. Econlockhatchee Trail Segment E2 Phase 2B Utility Improvements 5. Consideration of Requisition #1 for Series 2024 Project to Pulte Home Company, LLC 6. Consideration of Agreement between the District and Disclosure Technology Services, LLC, for Disclosure Dissemination Support Services 7. Staff Reports A. Attorney B. Engineer C. District Manager’s Report i. Presentation of Number of Registered Voters: 0 8. Field Manager’s Report 9. Other Business 10. Supervisor’s Requests 11. Adjournment Sincerely, George S. Flint George S. Flint District Manager MINUTES OF MEETING RIVERWALK COMMUNITY DEVELOPMENT DISTRICT The regular meeting of the Board of Supervisors of the Riverwalk Community Development District was held Wednesday, March 20, 2024 at 3:30 p.m. at 6200 Lee Vista Boulevard, Suite 300, Orlando, Florida. Present and constituting a quorum: Chris Wrenn by phone Chairman Eric Baker Vice Chairman Mary Burns Assistant Secretary Val Lescano Assistant Secretary Also present were: George Flint District Manager, GMS Jarrett Wright Field Manager Tucker Mackie District Counsel Ryan Dugan by phone District Counsel John Townsend District Engineer Steve Sanford by phone Greenberg Traurig FIRST ORDER OF BUSINESS Roll Call Mr. Flint called the meeting to order and called the roll. Three Board members were present in person and one attended via phone constituting a quorum. SECOND ORDER OF BUSINESS Public Comment Period There were no members of the public present for the meeting. THIRD ORDER OF BUSINESS Approval of Minutes of the November 15, 2023 Board of Supervisors Meeting Mr. Flint presented the minutes from the November 15, 2023 meeting and asked the Board for any comments, corrections, or questions. There being none, there was a motion of approval. On MOTION by Mr. Baker, seconded by Ms. Burns, with all in favor, the Minutes of the November 15, 2023 Board of Supervisors Meeting, were approved. FOURTH ORDER OF BUSINESS Financing Matters A. Presentation of Draft Supplemental Assessment Methodology Report Mr. Flint noted that revisions have been happening as late as today and the agenda has been updated with the latest update. Mr. Sanford stated that there were still some changes needed to be made on his part and that Table 7 needed to be updated to reflect the Phase 1A plat. Mr. Flint summarized the tables for the Board. Table 1 reflects the product type and number of units of each product types for Assessment Area 1 that have been assigned ERU factors to each product types with 375 units and 299 equivalent residential units. Table 2 reflects the infrastructure cost estimates taken form the engineers report for Assessment Area 1 totaling 16,014,600. Table 3 is the bond sizing that reflects based on an interest rate of 5.5% amortized of 30 years with no capitalized interest that generates $5,161,575 in construction funds resulting in a par amount of $5,670,000. This is a preliminary supplemental that will be revised to reflect the final terms once the pricing is complete. Table 4 shows the allocation of shows thew allocation of benefit based on improvement costs by product type. Table 5 shows the allocation of benefit based on par debt by product type. Table 6 show what the annual assessments would be based on the bond sizing. Table 7 is the preliminary assessment roll. They still need a list of parcel id and product type by parcel id for the Phase 1A plat. Mr. Flint offered to answer any Board questions. No action was needed at this time. B. Presentation of Supplemental Engineer’s Report Mr. Townsend presented the Engineer’s report for Assessment Area 1 and summarized it for the Board. He offered to an offered to answer any Board questions. There being no questions, the next item followed. C. Consideration of Resolution 2024-01 Bond Delegation Resolution i. Exhibit A: Form of Bond Purchase Contract ii. Exhibit B: Draft Copy of Preliminary Limited Offering Memorandum iii. Exhibit C: Form of Continuing Disclosure Agreement iv. Exhibit D: Form of First Supplemental Trust Indenture Mr. Sanford, Bond counsel, presented the resolution and summarized it for the Board stating that the Board will set fourth certain perimeters by adopting this resolution. This way when it is time to market the bonds there will not be the need to call a special meeting because the Chair or Vice Chair will be authorized to sign the bond purchase contract. The Board is authorizing a principal amount to not exceed $8,000,000 in 2024 bonds to finance a portion of the public improvements for Assessment Area 1. This is also asking the Board to approve certain documents such as the bond purchase contract between the District and FMS Bonds as the underwriter. Exhibit B is the draft preliminary limited offering memorandum which is the marketing tool used by the underwriter to market the bonds. Exhibit C is the continuing disclosure agreement a requirement under SEC rules, there needs to be and undertaking where both the District and the developer provided updated information periodically to ensure if someone wants to buy the bonds in the secondary market, they would have up to date information regarding the status of the development and bonds. Exhibit D reflects the first supplemental trust indenture that was approved in January but since then there have been considerable changes to that form so he is asking the Board to reapprove the document between the District and the Bond trustee. He then offered to answer any questions the Board may have. There being none, he asked for a motion of approval. On MOTION by Mr. Baker, seconded by Ms. Burns, with all in favor, Resolution 2024-01 Bond Delegation Resolution, was approved. FIFTH ORDER OF BUSINESS Consideration of Acquisition Agreement with Pulte Ms. Mackie stated that there was a previously approved acquisition agreement with the Beach Line entity that owns the property within Riverwalk, and this makes sure that the exact same perimeters with respect to the acquisition of infrastructure apply to the Pulte acquisitions directing the trustee to remit funds to Pulte at closing with respect to the improvements acquired from Pulte directly. She then offered to answer any questions. There being none, there was a motion of approval. On MOTION by Mr. Baker, seconded by Ms. Burns, with all in favor, the Acquisition Agreement with Pulte, was approved. SIXTH ORDER OF BUSINESS Consideration of Landscape Maintenance Proposals Mr. Flint noted that they are still waiting on proposals from another landscape maintenance vendor. Because of that there is no action on item sex at this point. SEVENTH ORDER OF BUSINESS Staff Reports A. Attorney Ms. Mackie stated that in terms of timing going forward with respect to the closing on the bonds they are still working on finalization of the PLOM in order to post. As soon as that happens there should be about a one to two week turn around to price and enter into the bond purchase agreement. There is a possibility to pre-close on the bonds at the next Board meeting. B. Engineer Mr. Townsend had nothing further for the Board, so the next item followed. C. District Manager’s Report i. Approval of Check Register Mr. Flint presented the check register for the month of February totaling $5,388.16. He asked if there were any Board questions. There being none, he asked for a motion of approval. On MOTION by Mr. Baker, seconded by Ms. Burns, with all in favor, the Check Register, was approved. ii. Balance Sheet and Income Statement Mr. Flint provided an update on unaudited financials through the end of January. This is for information purposes and no action is required from the Board on this item. D. Field Manager’s Report Mr. Wright reviewed the Field Manager’s report for the Board which was contained in the agenda package. The Bord and staff had a lengthy discussion about fishing in the ponds and proper signage with correct language to reflect the rules. EIGHTH ORDER OF BUSINESS Other Business There being no comments, the next item followed. NINTH ORDER OF BUSINESS Supervisor’s Requests There being no comments, the next item followed. TENTH ORDER OF BUSINESS Adjournment On MOTION by Mr. Baker, seconded by Ms. Burns, with all in favor, the meeting was adjourned. ______________________________ ______________________________ Secretary/Assistant Secretary Chairman/Vice Chairman RESOLUTION 2024-02 A RESOLUTION MAKING CERTAIN FINDINGS; APPROVING THE SUPPLEMENTAL ENGINEER’S REPORT AND SUPPLEMENTAL ASSESSMENT REPORT; SETTING FORTH THE TERMS OF THE SERIES 2024 BONDS; CONFIRMING THE MAXIMUM ASSESSMENT LIEN SECURING THE SERIES 2024 BONDS; LEVYING AND ALLOCATING ASSESSMENTS SECURING SERIES 2024 BONDS; ADDRESSING COLLECTION OF THE SAME; PROVIDING FOR THE APPLICATION OF TRUE-UP PAYMENTS; PROVIDING FOR A SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF A NOTICE OF SPECIAL ASSESSMENTS; AND PROVIDING FOR CONFLICTS, SEVERABILITY, AND AN EFFECTIVE DATE. WHEREAS, the Riverwalk Community Development District (“District”) has previously indicated its intention to undertake, install, establish, construct, or acquire certain public infrastructure improvements and to finance such public infrastructure improvements through the imposition of special assessments on benefitted property within the District and the issuance of bonds; and WHEREAS, the District’s Board of Supervisors (“Board”) has previously adopted, after notice and public hearing, Resolution 2023-12, relating to the imposition, levy, collection, and enforcement of such special assessments; and WHEREAS, pursuant to and consistent with the terms of Resolution 2023-12, this Resolution shall set forth the terms of bonds to be actually issued by the District and apply the adopted special assessment methodology to the actual scope of the project to be completed with such series of bonds and the terms of the bond issue; and WHEREAS, on April 17, 2024, the District entered into a Bond Purchase Agreement whereby it agreed to sell its $5,585,000 Riverwalk Community Development District Special Assessment Bonds, Series 2024 (2024 Project Area) (the “Series 2024 Bonds”); and WHEREAS, pursuant to and consistent with Resolution 2023-12, the District desires to set forth the particular terms of the sale of the Series 2024 Bonds and confirm the levy of special assessments securing the Series 2024 Bonds (the “Series 2024 Assessments”). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERWALK COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Florida law, including without limitation Chapters 170, 190, and 197, Florida Statutes, and Resolution 2023-12. SECTION 2. MAKING CERTAIN FINDINGS; APPROVING THE SUPPLEMENTAL ENGINEER’S REPORT AND SUPPLEMENTAL ASSESSMENT REPORT. The Board of Supervisors of the Riverwalk Community Development District hereby finds and determines as follows: (a) On March 15, 2023, the District, after due notice and public hearing, adopted Resolution 2023-12, which, among other things, equalized, approved, confirmed, and levied special assessments on property benefitting from the infrastructure improvements authorized by the District. That Resolution provided that as each series of bonds were issued to fund all or any portion of the District’s infrastructure improvements a supplemental resolution would be adopted to set forth the specific terms of the bonds and to certify the amount of the lien of the special assessments securing any portion of the bonds, including interest, costs of issuance, the number of payments due, the true-up amounts, and the application of receipt of true-up proceeds. (b) The First Supplemental Engineer’s Report for Capital Improvement Program dated March 20, 2024, which supplements the Engineer’s Report for Capital Improvement Plan dated January 17, 2023, prepared by the District Engineer, Donald W. McIntosh Associates, Inc., and attached to this Resolution as Exhibit A (collectively, the “Engineer’s Report”), identifies and describes the presently expected components of the infrastructure improvements to be financed in whole or in part with the Series 2024 Bonds (the “2024 Project”), and sets forth the estimated costs of the 2024 Project as $16,014,600. The District hereby confirms that the 2024 Project serves a proper, essential, and valid public purpose. The use of the Engineer’s Report in connection with the sale of the Series 2024 Bonds is hereby ratified. (c) The Supplemental Assessment Methodology for the 2024 Project Area for Riverwalk Community Development District, dated April 17, 2024, attached to this Resolution as Exhibit B (the “Supplemental Assessment Report”), applies the adopted Master Assessment Methodology for Riverwalk Community Development District, dated January 18, 2023, and approved by Resolution 2023-12 on March 15, 2023 (the “Master Assessment Report”), to the 2024 Project and the actual terms of the Series 2024 Bonds. The Supplemental Assessment Report is hereby approved, adopted, and confirmed. The District ratifies its use in connection with the sale of the Series 2024 Bonds. (d) The 2024 Project will specially benefit all of the developable lands within the District, as set forth in the Supplemental Assessment Report. It is reasonable, proper, just, and right to assess the portion of the costs of the 2024 Project financed with the Series 2024 Bonds to the specially benefitted properties within the District as set forth in Resolution 2023-12 and this Resolution. SECTION 3. SETTING FORTH THE TERMS OF THE SERIES 2024 BONDS; CONFIRMING THE MAXIMUM ASSESSMENT LIEN SECURING THE SERIES 2024 BONDS. As provided in Resolution 2023-12, this Resolution is intended to set forth the terms of the Series 2024 Bonds and the final amount of the lien of the Series 2024 Assessments securing those bonds. The Series 2024 Bonds, in an aggregate par amount of $5,585,000, shall bear such rates of interest and mature on such dates as shown on Exhibit C attached hereto. The sources and uses of funds of the Series 2024 Bonds shall be as set forth in Exhibit D. The debt service due on the Series 2024 Bonds is set forth on Exhibit E attached hereto. The lien of the Series 2024 Assessments securing the Series 2024 Bonds, as such land is described in Exhibit B, shall be the principal amount due on the Series 2024 Bonds, together with accrued but unpaid interest thereon, and together with the amount by which the annual assessments shall be grossed up to include early payment discounts required by law and costs of collection. SECTION 4. LEVYING AND ALLOCATING THE SERIES 2024 ASSESSMENTS SECURING THE SERIES 2024 BONDS; ADDRESSING COLLECTION OF THE SAME. (a) The Series 2024 Assessments securing the Series 2024 Bonds shall be levied and allocated in accordance with Exhibit B. The Supplemental Assessment Report is consistent with the District’s Master Assessment Report. The Supplemental Assessment Report, considered herein, reflects the actual terms of the issuance of the Series 2024 Bonds. The estimated costs of collection of the Series 2024 Assessments for the Series 2024 Bonds are as set forth in the Supplemental Assessment Report. (b) To the extent that land is added to the District and made subject to the lien of the Series 2024 Assessments described in the Supplemental Assessment Report, the District may, by supplemental resolution at a regularly noticed meeting and without the need for a public hearing on reallocation, determine such land to be benefitted by the 2024 Project and reallocate the Series 2024 Assessments securing the Series 2024 Bonds in order to impose Series 2024 Assessments on the newly added and benefitted property. (c) Taking into account earnings on certain funds and accounts as set forth in the Master Trust Indenture, dated April 1, 2024, and First Supplemental Trust Indenture, dated April 1, 2024, the District shall for Fiscal Year 2024/2025, begin annual collection of Series 2024 Assessments for the Series 2024 Bonds debt service payments using the methods available to it by law. Beginning with the first debt service payment on November 1, 2024, there shall be thirty (30) years of installments of principal and interest, as reflected on Exhibit E. (d) The District hereby certifies the Series 2024 Assessments for collection and directs staff to take all actions necessary to meet the time and other deadlines imposed for collection by Orange County and other Florida law. The District’s Board each year shall adopt a resolution addressing the manner in which the Series 2024 Assessments shall be collected for the upcoming fiscal year. The decision to collect Series 2024 Assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect Series 2024 Assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices. SECTION 5. CALCULATION AND APPLICATION OF TRUE-UP PAYMENTS. The terms of Resolution 2023-12 addressing True-Up Payments, as defined therein, shall continue to apply in full force and effect. SECTION 6. IMPROVEMENT LIEN BOOK. Immediately following the adoption of this Resolution, the Series 2024 Assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s Improvement Lien Book. The Series 2024 Assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcels until paid and such lien shall be coequal with the lien of all state, county, district, municipal, or other governmental taxes and superior in dignity to all other liens, titles, and claims. SECTION 7. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a Notice of Series 2024 Assessments securing the Series 2024 Bonds in the Official Records of Orange County, Florida, or such other instrument evidencing the actions taken by the District. SECTION 8. CONFLICTS. This Resolution is intended to supplement Resolution 2023- 12, which remains in full force and effect. This Resolution and Resolution 2023-12 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution. All District resolutions or parts thereof in actual conflict with this Resolution are, to the extent of such conflict, superseded and repealed. SECTION 9. SEVERABILITY. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force, and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional. SECTION 10. EFFECTIVE DATE. This Resolution shall become effective upon its adoption. APPROVED and ADOPTED, this 1st day of May 2024. ATTEST: RIVERWALK COMMUNITY DEVELOPMENT DISTRICT ______________________________ ____________________________________ Secretary/Assistant Secretary Chairperson, Board of Supervisors Exhibit A: Engineer’s Report Exhibit B: Supplemental Assessment Report Exhibit C: Maturities and Coupon of Series 2024 Bonds Exhibit D: Sources and Uses of Funds for Series 2024 Bonds Exhibit E: Annual Debt Service Payment Due on Series 2024 Bonds EXHIBIT A Engineer’s Report ENGINEER’S REPORT FOR CAPITAL IMPROVEMENT PROGRAM RIVERWALK COMMUNITY DEVELOPMENT DISTRICT January 17, 2023 FOR RIVERWALK COMMUNITY DEVELOPMENT DISTRICT ORLANDO, FLORIDA BY: DONALD W. McINTOSH ASSOCIATES, INC. 2200 PARK AVENUE NORTH WINTER PARK, FL 32789 ENGINEER’S REPORT FOR CAPITAL IMPROVEMENT PROGRAM RIVERWALK COMMUNITY DEVELOPMENT DISTRICT I. BACKGROUND The Riverwalk Community Development District (District) was established under City of Orlando Ordinance No. 2022-44 adopted by the City Council with an effective date of August 15, 2022. It is located on approximately 404.22 acres of land. As of the date of this report, all real property located within the District is owned by Beachline North Residential, LLC, who will act as the master developer (together with any affiliated entities, Developer) of the property. The District has been created as a unit of special-purpose government to construct, acquire, finance and maintain certain necessary public infrastructure improvements as described herein. This Engineer’s Report for Capital Improvement Program (Report) has been prepared at the request of the District. The District is generally located south of Lee Vista Boulevard, west of State Road 417 (the “Central Florida Greeneway”), east of Narcoossee Road, and north of State Road 528 (the ”Beachline Expressway”) in the City of Orlando, Florida. Attached Exhibit “A” depicts the boundary of the District. The lands within the District are currently encompassed within the Vista Park Planned Development (PD) as approved by the City of Orlando. A map of the entire Vista Park development is included as Exhibit “B.” The Capital Improvement Program (CIP) included herein reflects the proposed improvements within the currently approved District boundary, which will be discussed later in this Report. As represented by the Developer, the currently contemplated master plan represents development of public infrastructure improvements to support a development program of approximately: • 1,097 residential dwelling units (within the current CDD Limits) consisting of 236 – 20’ wide lots (attached townhomes), 351 – 34’ wide lots (detached bungalows), 186 – 40’ wide lots (detached bungalows), 25 – 45’ wide lots (detached bungalows), 182 – 50’ wide lots (detached single family), and 117 – 60’ wide lots (detached single family); and 4,300 residential dwelling units (for the total PD), unit mix to be determined; and • community amenities and recreational facilities Minor revisions to the currently contemplated development program can be implemented if consistent with the City-approved Planned Development (PD). Ultimate build-out of the PD is presently expected to occur over an estimated period of ten (10) years. II. OBJECTIVE This Report has been prepared to assist with the financing and construction of various necessary public infrastructure improvements contemplated to be constructed, acquired and/or installed to provide safe and adequate access, utilities, etc. within the District. This Report presents a narrative description of the major components included within the infrastructure systems and current Engineer’s opinions of probable costs for completing the District-related improvements necessary to support the development of the lands located within the District. The CIP is currently anticipated to be implemented in seven phases and includes: • Econlockhatchee Trail Extension Segment E2 Phase 1 and Segment E2 Phase 2A – a ±3,050-foot-long roadway extending from the existing twolane section at the Lee Vista Blvd and transitioning south into a four-lane divided section into the Vista Park PD, including traffic signal improvements at the intersection of Lee Vista Blvd and Econlockhatchee Trail • Econlockhatchee Trail Extension Segment E2 Phase 2B – a ±1,750-foot long four-lane divided roadway extending from the terminus of Econlockhatchee Trail Segment E2 Phase 2A continuing south and including the intersection with the future Passaic Parkway • Econlockhatchee Trail Extension Segment E3 Phase 1 – a ±1,800-foot long four-lane divided roadway extending from the terminus of Econlockhatchee Trail Segment E2 Phase 2B and continuing south further into the Vista Park PD • Neighborhood Phase 1A – approximately ±5,300 LF of local two-lane roadways and ±2,800 LF of alleyway to support ±182 residential units • Neighborhood Phase 1C – approximately ±7,400 LF of local two-lane roadways and ±1,600 LF of alleyway to support ±175 residential units • Neighborhood Phase 2 – approximately ±9,700 LF of local two-lane roadways and ±5,800 LF of alleyway to support ±347 residential units • Neighborhood Phase 3 – approximately ±10,900 LF of local two-lane roadways and ±6,700LF of alleyway to support ±393 residential units The CIP reflected in this Report represents the present intentions of the Developer and the District. The implementation of any CIP components discussed in this plan requires final approval by many regulatory and permitting agencies including the City of Orlando. The actual improvements described herein may vary from the CIP discussed in this Report. If additional improvements not described herein are identified, this Report may be amended to reflect such additional improvements. Engineer’s opinions of probable costs contained in this Report have been prepared based on the Engineer’s opinion and interpretation of the best available information at this time. The actual costs of construction, engineering design, planning, approvals and permitting may vary from the cost opinions presented herein. III. TRANSPORTATION IMPROVEMENTS Currently, the District boundary is adjacent to Lee Vista Boulevard, a major collector road. Additionally, the District’s eastern boundary abuts State Road 417. The proposed roadway improvements within the District include approximately six thousand six hundred (6,600) linear feet of 4-lane roadway known as Econlockhatchee Trail, which will provide north-south interconnectivity with the existing east-west collector roadway (Lee Vista Boulevard) and access to future residential areas, and support development within the District as well as Passaic Parkway, an approximately two-hundred (200) linear feet of 2-lane roadway, which is planned to be extended with future development within the Vista Park PD and will provide east-west interconnectivity with Lee Vista Boulevard. The primary roadway infrastructure is determined to be necessary to provide safe and adequate access to the lands within the District. A graphic depiction of the primary roadway infrastructure is set forth in Exhibit “C.” Econlockhatchee Trail will be a public roadway and is proposed to be constructed using asphalt concrete surface with curb sections and multi-use trails. Portions of this roadway will have landscaped parkways and/or medians. Passaic Parkway will be a public roadway and is proposed to be constructed using asphalt concrete surface with curb sections and multi-use trails. The District-constructed roadways will ultimately be owned, operated and maintained by the City of Orlando; however, the District will maintain the landscaping and irrigation within the City rights-of-way. The Developer is also pursuing potential transportation impact fee credits and cost sharing that may be available to offset the costs of transportation infrastructure; however, the applicability and amount are uncertain, so they have not been factored into the estimated infrastructure costs included in this report. An allowance has been included for the cost to acquire the right-of-way required to construct the necessary roadway improvements. The actual value of the right-of-way will be determined by appraisal and approved by the District’s Board of Supervisors prior to acquisition at a cost not to exceed the appraised value or the cost basis, whichever is less. For the purposes of this Report and based on guidance from the Developer, the District’s monetary cost for right-of-way (including alleys) is assumed to be $68,000.00 per acre and is utilized for the estimates presented herein. IV. POTABLE WATER, RECLAIMED WATER, & SANITARY SEWER FACILITIES The potable water distribution system for the District will include a potable water main extension that connects to the Orange County Utilities (OCU) water mains in Lee Vista Boulevard. Distribution mains will run generally within the primary roadway corridor described above with the objective that the potable water distribution system will serve as a source of potable water and fire protection water for all of the development within the District. The potable water facilities constructed by the District will ultimately be owned, operated and maintained by Orange County Utilities. The reclaimed water distribution system for the District will include a reclaimed water main extension that connects to the Orange County Utilities reclaimed water main in Lee Vista Boulevard. Like the potable water mains, the reclaimed water distribution mains will run generally within the primary roadway corridor described above with the objective that the reclaimed water distribution system will ultimately serve as a source of non-potable (irrigation) water for all of the development within the District. The District will only fund the operating cost of providing reclaimed water to District-owned common areas and landscaped right-of-way areas. The reclaimed water facilities constructed by the District will ultimately be owned, operated and maintained by Orange County Utilities. The sanitary sewer system for the District will include gravity sewer mains, lift stations and force mains that discharge to the Orange County Utilities sanitary sewer transmission systems in Lee Vista Boulevard. The gravity sewer mains will run generally within the primary roadway corridor described above with the objective that the sanitary sewer collection and transmission system will convey wastewater from development within the District to the Orange County Utilities transmission and treatment systems. These sanitary sewer facilities, along with contributing gravity sewer collection and transmission systems constructed by the Developer, will act as the wastewater collection systems for all development within the District. The sanitary sewer facilities constructed by the District will ultimately be owned, operated and maintained by Orange County Utilities. V. ELECTRICAL DISTRIBUTION AND STREET LIGHTING The infrastructure roadway corridor will accommodate a plastic pipe duct bank system and plastic pipe streetlight conduits, manholes and pull boxes. This duct bank system and conduit network will enable the efficient distribution of electric power provided by Duke Energy to the development, including power to the streetlights. The proposed duct bank system will run within the rightsof- way or easements established for the primary roadway corridor and be placed as part of the initial roadway construction to significantly limit the amount of disruption required to provide these needed services as development progresses. Street light conduit and the street light network are also intended to be completed concurrent with the roadway construction. These street light conduit systems are not included in the CIP, as they will be constructed, owned, operated and maintained by Duke Energy. The CIP may, however, include the differential cost of undergrounding the electric utilities. VI. STORMWATER MANAGEMENT AND DRAINAGE FACILITIES To enable construction of the public infrastructure improvements required to support the District, a site-wide master stormwater management system has been and will continue to be implemented. This master stormwater management system consists of a series of surface water retention/detention ponds enabling treatment and attenuation of stormwater runoff from development within the District. Drainage works consisting of roadway inlets, collector pipes, manholes, outfall pipes, etc. to be constructed within the proposed infrastructure roadways will collect stormwater runoff and convey it to the master stormwater management system. These drainage improvements are included in this CIP and are identified as “Drainage Works” in the estimates that follow. VII. RECREATION FACILITIES AND AMENITIES One of the major components of creating a community is the implementation of special common area and recreation facility improvements. The proposed development plan for the project includes the creation of several special amenities and “places,” which will help create a sense of community. These areas include park facilities and select land clearing and wetland edge cleaning. The District fully supports an elevated level of quality throughout the Vista Park PD; however, the CIP does not anticipate District funding of recreational facilities or amenities beyond the District’s intent to incorporate upgraded street sign poles, roadway improvements and enhanced streetscaping, including community identification monuments. All other recreational facilities and/or amenities are anticipated to be funded by the Developer or their successor in title. However, the District may accept such facilities for ownership, operation and maintenance once constructed. VIII. DESIGN/PERMITTING AND CONTINGENCY Estimated soft costs associated with the CIP are included in the Opinion of Probable Costs included herein. These include but are not limited to: • design/engineering/permitting; • land surveying; • legal consulting; • environmental consulting; • regulatory permitting; • materials testing; • as-built surveying; and • observation during construction to assure the site is constructed as designed and maintained in a safe and secure manner until sufficient infrastructure is in place to allow for dedication to the appropriate jurisdictional or regulatory agency. A project contingency estimate has also been included. IX. COST ESTIMATES FOR DEVELOPMENT IMPROVEMENTS A summary of the Engineer’s Opinion of Probable Costs is provided as Table 1. A listing of the entities expected to receive the dedication of various improvements along with the entities expected to assume responsibility for operation and maintenance of the facilities is provided in Table 2. The opinions of probable costs provided in this Report represent only those facilities to be designed, constructed, and/or installed or acquired by the District. Costs are based upon the Engineer’s opinion and interpretation of the best available information; however, costs will vary based on final site planning, final engineering, approvals from regulatory agencies and economic factors. In our opinion, the estimated costs identified herein are reasonable and sufficient for the design, construction and/or installation of the CIP. X. CONCLUSIONS The CIP will be designed in accordance with current governmental regulations and requirements. The CIP will serve its intended function so long as the construction is in substantial compliance with the design. It is further our opinion that: • the estimated cost to the CIP as set forth herein is reasonable based on prices currently being experienced in Orange County, Florida, and is not greater than the lesser of the actual cost of construction or the fair market value of such infrastructure; • all of the improvements comprising the CIP are required by applicable development approvals issued pursuant to Section 380.06, Florida Statutes; • the CIP is feasible to construct, there are no technical reasons existing at this time that would prevent the implementation of the CIP, and it is reasonable to assume that all necessary regulatory approvals will be obtained in due course; • the District will pay the lesser of the actual cost of the improvements or fair market value; and • the assessable property within the District will receive a special benefit from the CIP that is at least equal to such costs. Also, the CIP will constitute a system of improvements that will provide benefits, both general, and special and peculiar, to all lands within the District. The general public, property owners, and property outside the District will benefit from the provisions of the District’s CIP; however, these are incidental to the District’s CIP, which is designed solely to provide special benefits peculiar to property within the District. Special and peculiar benefits accrue to property within the District and enables properties within its boundaries to be developed. The professional service for establishing the Construction Cost Estimate is consistent with the degree of care and skill exercised by members of the same profession under similar circumstances. The CIP will be owned by the District or other governmental units and such CIP is intended to be available and will reasonably be available for use by the general public (either by being part of a system of improvements that is available to the general public or is otherwise available to the general public) including nonresidents of the District. All of the CIP is or will be located on lands owned or to be owned by the District or another governmental entity or on perpetual public easements in favor of the District or other governmental entity. The CIP, and any cost estimates set forth herein, do not include any earthwork, grading or other improvements on private lots or property. TABLE 1 RIVERWALK COMMUNITY DEVELOPMENT DISTRICT ENGINEER’S OPINION OF PROBABLE COST January 17, 2023 Component Total District Capital Improvement Program Roadway Construction (on-site) Roadway Construction (offsite) $29,133,900 $3,237,100 Land Acquisition (Right-of-Way, ponds, etc.) $12,587,000 Potable Water $8,324,000 Sanitary Sewer $10,174,000 Reclaimed Water $6,474,000 Duct Bank Undergrounding (differential) $7,100,000 Drainage Works $9,249,000 Landscape and Irrigation $15,723,000 Wetland Mitigation (onsite) $1,500,000 Soft Costs $11,561,000 $115,063,000 1) The estimated cost of Roadway Construction includes estimated cost of right-of-way acquisition, subject to an MAI appraisal and Board approval. 2) This opinion of probable cost represents the Engineer's judgment as a design professional and is supplied for the general guidance of the District. The Engineer has no control over the cost of labor and material, competitive bidding or market conditions. While it is the Engineer's opinion that the costs identified herein are reasonable and sufficient for the design, construction and/or installation of the CIP, the Engineer does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the District. 3) Street Lights will be furnished and installed by Duke Energy. TABLE 2 RIVERWALK COMMUNITY DEVELOPMENT DISTRICT OWNERSHIP, OPERATION & MAINTENANCE SUMMARY January 17, 2023 DISTRICT CONSTRUCTED SYSTEM OWNERSHIP OPERATION AND MAINTENANCE ENTITY Public Roadways City of Orlando City of Orlando Alleys CDD CDD Potable Water Orange County Utilities Orange County Utilities Sanitary Sewer Orange County Utilities Orange County Utilities Reclaimed Water Orange County Utilities Orange County Utilities Electrical Duct Bank/Street Lights* Duke Energy Duke Energy Drainage Works City of Orlando City of Orlando Common Areas / Landscaping District / City of Orlando District / City of Orlando *It is anticipated that the Duke Energy will install, own, operate and maintain street lights under a lease agreement with the District. EXHIBIT B Supplemental Assessment Report EXHIBIT C Maturities and Coupon of Series 2024 Bonds EXHIBIT D Sources and Uses of Funds for Series 2024 Bonds EXHIBIT E Annual Debt Service Payment Due on Series 2024 Bonds RIVERWALK COMMUNITY DEVELOPMENT DISTRICT POST-ISSUANCE COMPLIANCE AND REMEDIAL ACTION PROCEDURES Adopted May 1, 2024 Riverwalk Community Development District (the “District”) hereby adopts the following procedures (the “Procedures”) as its written procedures for post-issuance compliance and remedial action applicable to tax-advantaged bonds, notes, leases, certificates of participation or similar (collectively, “Obligations”) heretofore and hereafter issued or executed and delivered by it or on its behalf, including but not limited to the Special Assessment Bonds, Series 2024 (2024 Project Area). These Procedures are intended to supplement any previous post-issuance compliance and remedial action procedures that may have been adopted by the District and any procedures evidenced in writing by any tax document for any Obligations heretofore or hereafter issued, entered into or executed and delivered by it or on its behalf, the related information returns filed in connection with any Obligations and the instructions to such information returns. • In connection with the issuance or execution and delivery of Obligations, the Chairperson or Vice Chairperson of the Board of Supervisors of the District, or such person’s designee (the “Responsible Person”) is to sign a tax certificate prepared by bond counsel that sets forth (a) the District’s reasonable expectations as to the use of the proceeds of the Obligations and (b) instructions for post-issuance compliance with the federal tax laws relating to the Obligations. • The Responsible Person is to identify persons responsible for monitoring ongoing compliance with the tax requirements and provide adequate training to such persons, including training with respect to the requirements of the Code applicable to the expenditure of proceeds of the Obligations and the private use of Obligation-financed project. The Responsible Person is to annually review the District’s compliance with these procedures and the terms of the applicable tax certificates in order to determine whether any violations have occurred so that such violations may be timely remediated through the “remedial action” provisions of the United States Treasury Regulations or through the Voluntary Closing Agreement Program administered by the Internal Revenue Service. • The Responsible Person is to work with the District’s bond counsel or underwriter, if applicable, to obtain a written certification as to the offering price of the Obligations so as to establish the issue price of the Obligations for arbitrage purposes. • The Responsible Person is to work with bond counsel to ensure that the Internal Revenue Service Form 8038-G is filed in a timely manner in connection with the issuance or execution and delivery of the Obligations. • The Responsible Person is to periodically check the financial records and expenditures of the District to ensure that (a) clear and consistent accounting procedures are being used to track the investment and expenditure of Obligation proceeds, (b) Obligation proceeds are timely expended in accordance with the applicable temporary period rules of the arbitrage regulations, and (c) Obligation proceeds are expended in accordance with the expectations contained in the tax certificate. The Responsible Person will ensure that a final allocation of Obligation proceeds (including investment earnings) to qualifying expenditures is made with respect to its Obligation proceeds. • The Responsible Person will review arrangements for the use of Obligation-financed property with non-governmental persons or organizations or the federal government (collectively referred to as “private persons”) in order to ensure that applicable private activity bond limitations are not exceeded. Such review is to include the review of contracts or arrangements with private persons with respect to Obligation-financed property that could result in private business use of the facilities, including the sale of facilities, leases, management or service contracts, research contracts or other contracts involving “special legal entitlements” to Obligation-financed property. If it appears that applicable private activity bond limitations are exceeded, the District will immediately contact district counsel and bond counsel. • The Responsible Person will ensure that the District complies with the arbitrage rebate covenants contained in the tax certificate. The Responsible Person will hire a rebate analyst or otherwise ensure that the rebate calculations are conducted in a timely manner in order to determine compliance with arbitrage yield restrictions and rebate requirements with respect to the Obligations. • The District will ensure that for each issue of Obligations, the transcript and all records and documents described in these procedures will be maintained while any of the Obligations are outstanding and during the four-year period following the final maturity or redemption of that Obligation issue, or if the Obligations are refunded or refinanced (or re-refunded or re-refinanced), while any of the refunding Obligations are outstanding and during the four-year period following the final maturity or redemption of the refunding Obligations. • The District will follow the procedures described above to comply with all tax-exempt bond requirements. If any violations of the above or other applicable provisions of the federal tax laws relating to its Obligations are discovered, the District will immediately contact district counsel or bond counsel to determine the appropriate course of action to remedy such violation, including contacting the Internal Revenue Service, if necessary. RIVERWALK COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (2024 PROJECT AREA) (Acquisition and Construction) The undersigned, a Responsible Officer of the Riverwalk Community Development District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), dated as of April 1, 2024, as supplemented by that certain First Supplemental Trust Indenture dated as of April 1, 2024 (collectively, the “Indenture”) (except for terms defined herein, all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (A) Requisition Number: 1 (B) Identify Acquisition Agreement, if applicable: Acquisition Agreement by and between the Riverwalk Community Development District and Pulte Home Company, LLC dated March 20, 2024 (the “Acquisition Agreement”). (C) Name of Payee: Pulte Home Company, LLC (D) Amount Payable: The lesser of $14,394,002.88,1 which is the total eligible cost of the Master Roadway, Stormwater and Utility Improvements (as defined herein), or $4,923,852.80, which is the current balance of the Construction Account (as defined herein). 1 The total costs of the Master Roadway, Stormwater and Utility Improvements, paid as of February 23, 2024, are $14,394,002.88. Any amounts still owed after payment of this requisition may be paid with proceeds from additional monies released into the Construction Account at a future date and without further authorization from the District’s Board of Supervisors, or from a future series of bonds. (E) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): Acquisition of completed right-of-way, stormwater, water and sanitary sewer master infrastructure improvements in and for the District (the “Master Roadway, Stormwater and Utility Improvements") pursuant to the Acquisition Agreement. (F) Fund or Account and subaccount, if any, from which disbursement to be made: Series 2024 Acquisition and Construction Account of the Acquisition and Construction Fund. (the “Construction Account”). The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the 2024 Project; and 4. each disbursement represents a Cost of 2024 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. Originals or copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. RIVERWALK COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer Date:_______________________________ CONSULTING ENGINEER’S APPROVAL FOR NON-COST OF ISSUANCE OR NON-OPERATING COSTS REQUESTS ONLY The undersigned Consulting Engineer hereby certifies that (A) this disbursement is for the Cost of the 2024 Project and is consistent with (i) the Acquisition Agreement; (ii) the report of the District Engineer, as such report shall have been amended or modified; and (iii) the plans and specifications for the corresponding portion of the 2024 Project with respect to which such disbursement is being made; and, further certifies that: (B) the purchase price to be paid by the District for the 2024 Project improvements to be acquired with this disbursement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements; and (C) the plans and specifications for the 2024 Project improvements have been approved by all regulatory bodies required to approve them or such approval can reasonably be expected to be obtained; (D) all currently required approvals and permits for the acquisition, construction, reconstruction, installation and equipping of the portion of the 2024 Project for which disbursement is made have been obtained from all applicable regulatory bodies; and (E) subject to permitted retainage under the applicable contracts, the seller has paid all contractors, subcontractors, and materialmen that have provided services or materials in connection with the portions of the 2024 Project for which disbursement is made hereby, if an acquisition is being made pursuant to the Acquisition Agreement. Consulting Engineer EMMA® Filing Assistance Software as a Service License Agreement This EMMA Filing Assistance Software as a Service License Agreement (this "Agreement") is entered into by and between the Riverwalk Community Development District (the "District") on behalf of itself, and its Dissemination Agent as defined in the District's outstanding Continuing Disclosure Agreements (collectively, the "Licensee"), and Disclosure Technology Services, LLC, a Delaware limited liability company ("DTS" or the "Licensor"). This Agreement shall be effective as of the last day executed below ("Effective Date"). NOW, THEREFORE, for good and adequate consideration, the sufficiency of which is hereby acknowledged, the parties have agreed as follows: The District is, or may in the future be, a party to one or more Continuing Disclosure Agreements (the "CDAs") in connection with the issuance of municipal bonds or other debt obligations. Pursuant to the CDAs, the District and the other Obligated Persons named therein are, or will be, obligated to file certain Annual Reports, Quarterly Reports and Listed Event filings (as such terms are defined in the CDAs) electronically through the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system website within the time periods specified in the CDAs. Subject to the payment of the fees provided for in "Exhibit A: Fee Schedule" attached hereto and the terms and conditions provided for in the "EMMA® Filing Assistance Software End User License Agreement" located at dtsmuni.com, both of which are hereby incorporated by reference into this Agreement, the Licensor hereby (i) grants to Licensee and all Obligated Persons, a non-exclusive, non-transferable, non-sublicensable, limited license and right to access and use the DTS Portal ("Portal") for the purposes provided for herein. Utilizing the Portal, DTS will provide annual and quarterly notices of reporting deadlines to each Obligated Person utilizing the Portal prior to the applicable Annual Filing Date(s) and Quarterly Filing Date(s) set forth in the CDAs. The Portal will also provide electronic links to each Obligated Person that will allow for the District and other Obligated Persons to input all the information required for the Annual Reports (excluding the Audited Financial Statements) and the Quarterly Reports under the CDAs, respectively, into a reportable format (collectively, the "Formatted Information"). DTS warrants that the Portal and the Formatted Information will be fully compliant with the requirements of the CDA and be free from material defects. In the event the Portal or the collection of the Formatted Information fails to operate as represented, or is inoperable, the District shall be entitled to a full refund of any annual fees paid for the fiscal year in which the Portal is utilized by the District. Notwithstanding this provision or failure to provide such Formatted Information or any Services, the District, and its Dissemination Agent, if any, will remain responsible for filing the Formatted Information with EMMA on or before the deadlines provided for in the CDAs. The Portal shall not include any links for Listed Events as defined in the CDAs and all EMMA reporting obligations shall remain the sole obligations of the District and the Obligated Persons as set forth in the CDAs if and when a Listed Events report needs to be filed. This Agreement shall commence on the Effective Date and continue through September 30 of the year in which this Agreement is executed, and thereafter, shall renew for additional one (1) year terms (based on the District’s fiscal year, which ends September 30) so long as the District is obligated under any CDAs. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party hereto. Any fees paid prior to termination shall be considered earned and non-refundable. The Licensor may request additional fees hereunder upon thirty (30) days written notice to Licensee prior to the annual renewal date. prior. Upon the termination of this Agreement, Licensee shall immediately discontinue use of the Portal. Licensee's obligations according to the provisions of this Agreement prior to termination shall survive termination of this Agreement. This Agreement is also subject to the terms set forth in Exhibit B. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date below written. Riverwalk Community Development District By:____________________________ Print:___________________________ Title:___________________________ Date:___________________________ Disclosure Technology Services, LLC By:____________________________ Print:___________________________ Title:___________________________ Date:___________________________ Exhibit A – Fee Schedule Annual License Fee: 1. 2024 Bond Year - $2,500 at Bond Closing to be paid from issuance cost budget. 2. Bond Year 2025 and forward, $2500 per annum per bond series, not to exceed $5,000 annually. Exhibit B – CDD Addendum The following terms apply notwithstanding any other provision of the Agreement (including but not limited to any of the terms incorporated therein from other documents): PUBLIC RECORDS. DTS understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, DTS agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to section 119.0701, Florida Statutes. DTS acknowledges that the designated public records custodian for the District is the District’s Manager (“Public Records Custodian”). Among other requirements and to the extent applicable by law, DTS 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 DTS 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 DTS’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 DTS, DTS 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 DTS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DTS’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Government Management Services Central Florida, LLC 219 E. Livingston St, Orlando, FL 32801. LIMITATIONS ON LIABILITY. Nothing in the Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute or law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. SCRUTINIZED COMPANIES. DTS certifies that it is not in violation of section 287.135, Florida Statutes, and is not prohibited from doing business with the District under Florida law, including but not limited to Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. If DTS is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate this Agreement. E-VERIFY. DTS shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, DTS shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees and shall comply with all requirements of Section 448.095, Florida Statutes, as to the use of subcontractors. The District may terminate the Agreement immediately for cause if there is a good faith belief that DTS has knowingly violated Section 448.091, Florida Statutes. By entering into this Agreement, DTS represents that no public employer has terminated a contract with DTS under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement. CONTROLLING LAW AND VENUE. The Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida.