RESOLUTION 2025-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT APPROVING THE CONVEYANCE OF REAL PROPERTY AND IMPROVEMENTS FROM STANDARD PACIFIC OF FLORIDA, LLC TO THE BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT AND OSCEOLA COUNTY; AUTHORIZING DISTRICT STAFF AND THE CHAIRMAN TO REVIEW, EXECUTE AND ACCEPT ALL DOCUMENTS TO EFFECTUATE SUCH CONVEYANCE; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the Bridgewalk Community Development District (the “District”) is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), for the purpose of, among other things, financing and managing the acquisition, construction, maintenance and operation of certain infrastructure within and without the boundaries of the premises to be governed by the District; WHEREAS, the District has the authority, generally under the Act, and specifically under Section 190.012, Florida Statutes, to acquire real property and improvements for, among other things, the purposes of operating and maintaining systems, facilities, and basic infrastructure within the District; WHEREAS, the District has the authority, generally under Florida Law and the Act, and specifically under Section 190.011(7)(a), Florida Statutes, to acquire, dispose of any real property, dedications or platted reservations in any manner so long as it is in the best interest of the District; WHEREAS, Standard Pacific of Florida, LLC, a Florida limited liability company (hereinafter “SPF”), has requested the transfer and acceptance of real property and infrastructure improvements, as more particularly described in the Special Warranty Deed, Bills of Sale Absolute and Agreement, Agreement Regarding Taxes, Owner’s Affidavit and Certificate of District Engineer, attached hereto as Exhibit “A” (the “Conveyance Documents”), and the transfer of certain infrastructure improvements from the District to Tohopekaliga Water Authority (“TWA”), Osceola County, Florida (the “County”) and Orlando Utility Commission (“OUC”), as applicable; WHEREAS, the District’s Board of Supervisors previously approved Resolution 2024-06 on March 18, 2024 and now desires to approve the updated versions of the Conveyance Documents, as reflected herein; WHEREAS, the District Counsel and the District Manager have reviewed the Conveyance Documents and the District Engineer has also reviewed the conveyances and has provided a Certificate of District Engineer for each conveyance, attached hereto as part of Exhibit “A,” to evidence compliance with the requirements of the District for approving and accepting the conveyances. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the District (the “Board”), as follows: 1. Incorporation of Recitals. The above recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Resolution. 2. Approval of Acquisition and Transfer of the Real Property and Improvements. The Board hereby approves the transfer and acceptance of the real property and improvements described in Exhibit “A,” from SPF to the District and from the District to TWA, the County and OUC, as applicable, and approves and accepts the documents evidencing such conveyances in Exhibit “A.” 3. Authorization of District Staff. The Chairman, the Vice Chairman, the Secretary, any Assistant Secretary and the District Manager of the District, and any authorized designee thereof (collectively, the "District Officers"), District Counsel, and the District Engineer are hereby authorized and directed to take all actions necessary or desirable in connection with the conveyance of the real property and improvements described in Exhibit “A,” and all transactions in connection therewith. The District Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents, papers, and agreements necessary to the undertaking and fulfillment of all transactions contemplated by this Resolution. 4. Ratification of Prior Actions. All actions taken to date by the District Officers, District Manager, District Counsel, District Engineer, are hereby ratified and authorized on behalf of the District. 5. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. 6. Effective Date. This Resolution shall take effect immediately upon its adoption. [Continues on the Following Pages] PASSED in public meeting of the Board of Supervisors of the Bridgewalk Community Development District, this 18th day of November, 2024. BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT Attest: ______________________________ By: __________________________________ Print: _________________________ Name: _______________________________ Secretary/Asst. Secretary Title: _________________________________ EXHIBIT “A” CONVEYANCE DOCUMENTS 1. Special Warranty Deed 2. Bill of Sale Absolute and Agreement to the District for Phase 1B, 2A and 2B Plat 3. Bill of Sale to District for Phase 2C Plat 4. Bill of Sale to TWA for Phase 2C Plat 5. Bill of Sale to TWA for Phase 1B, 2A and 2B Plat 6. Bill of Sale Absolute and Agreement to OUC for Phase 1B, 2A and 2B Plat 7. Bill of Sale to County for Phase 1B, 2A and 2B Plat 8. Owner’s Affidavit 9. Agreement Regarding Taxes 10. Certificate of District Engineer THIS INSTRUMENT PREPARED BY AND TO BE RETURNED TO: Kristen E. Trucco, Esq. Latham, Luna, Eden & Beaudine, LLP P.O. Box 3353 Orlando, Florida 32802 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made as of this _______ day of November, 2024 by STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company (the “Grantor”), whose principal address is 5505 Waterford District Drive, Miami, Florida 33126, to BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a Florida community development district (the “Grantee”), whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801. (Whenever used herein the terms “Grantor” and “Grantee” include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations). That the Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Osceola County, Florida, more particularly described as follows (the “Property”). SEE EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. TOGETHER WITH all tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the Grantor does hereby covenant with Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey this land; that the Grantor hereby warrants that title to the land is free from all encumbrances except for restrictions, covenants, conditions, easements and other matters of record (provided, however, that reference thereto shall not serve to re-impose same) and taxes for the year 2024 and subsequent years, and that the Grantor will defend title to the land against the lawful claims of all persons claiming by, through or under Grantor, but against none other. NOTE TO RECORDER: This deed is a conveyance of unencumbered property for no consideration and is exempt from documentary stamp tax pursuant to Florida Administrative Code Rule 12B-4.014(2)(b). Minimum documentary stamp tax of $0.70 is being paid herein. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed in its name, the day and year first above written. Signed, sealed and delivered in our presence: (Signature) (Print Name) Address: 6675 Westwood Blvd., 5th Floor Orlando, Florida 32821 (Signature) (Print Name) Address: 6675 Westwood Blvd., 5th Floor Orlando, Florida 32821 “GRANTOR” STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company By: Standard Pacific of Florida GP, LLC, a Delaware limited liability company, its sole member By: ________________________________ Print: Mark McDonald Title: Authorized Agent Address: 6675 Westwood Blvd., 5th Floor Orlando, Florida 32821 STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization on this _____ day of November, 2024, by Mark McDonald, as authorized agent for Standard Pacific of Florida GP, LLC, a Delaware limited liability company, as the sole member of Standard Pacific of Florida, LLC, on behalf of STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company. Said person is [ ] personally known to me or [ ] has produced a valid driver’s license as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: EXHIBIT “A” Description of the Property Tract EE, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract M, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract N, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract O, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract P, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract L, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District (Bridgewalk Phase 1B 2A and 2B Plat) THIS BILL OF SALE ABSOLUTE AND AGREEMENT (“Agreement”) is made as of this 18th day of November, 2024, by and between BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT (hereinafter referred to as the “District”), a Florida community development district created pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801, and STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company (hereinafter referred to as “Developer”) whose address is 5505 Waterford District Drive, Miami, Florida 33126, and RECITALS WHEREAS, Developer owns certain improvements, equipment and personal property located within the boundaries of the District, and the extent, nature and location of such improvements and equipment is more fully set forth in Exhibit “A” attached hereto (collectively, the “Improvements”); and WHEREAS, both Developer and the District find it to be in the best interest of both parties for the District to perpetually own, operate and maintain the Improvements, as the District may deem reasonable or appropriate, within its sole discretion, for the benefit of the District; and WHEREAS, Developer desires to convey the Improvements to the District to allow such perpetual ownership, operation and maintenance, and the District desires to accept such ownership, operation and maintenance. NOW, THEREFORE, the parties hereto hereby agree to and acknowledge the following: 1. The above recitals are true and correct and are hereby incorporated into this Agreement. 2. KNOW ALL MEN BY THESE PRESENTS that Developer, of the County of Osceola and the State of Florida, for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States, to it paid by the District, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto the District, its executors, administrators and assigns, and the District hereby accepts, all of Developer’s right, title and interest in and to the Improvements, to have and to hold the same unto the District, its executors, administrators and assigns forever, and the District hereby accepts, all of the Developer’s right, title and interest in and to the Improvements, to have and to hold the same unto the District, its executors, administrators and assigns forever, together with all of the Developer’s right and title to any and all contracts, warranties, guarantees, permits, approvals and similar rights in favor of or which may have accrued to the Developer from any and all persons, firms, agencies or corporations who have performed work or labor or supplied goods, materials or services to or for the benefit of or comprising any part of the Improvements to the extent they are assignable, together with any related documents, materials, data, letters, and agreements, to have and to hold unto District, its successors and assigns, to and for its or their use, forever. 3. Developer agrees that any of the above-referenced contracts, warranties, permits, approvals and guarantees which are not assignable by their terms or in respect of which consents to their assignment are required but are not available, shall be held in trust for the District by the Developer (and, if required, performed by the Developer on behalf of the District) and all benefits derived thereunder shall be for the benefit of the District. 4. The Developer represents and warrants to the District that the Developer has good and lawful right, title and interest in the Improvements and that the Improvements is free and clear of any and all liens or encumbrances, that the Improvements are in good working conditions, and as of the date hereof, there are no defaults or violations of the terms and conditions of any contracts, warranties, permits, approvals and guarantees. 5. The above recitals are true and correct and are incorporated herein by reference. 6. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. . [SIGNATURES APPEAR ON THE FOLLOWING PAGES] EXHIBIT “A” LOCATION OF IMPROVEMENTS Description of Improvements: -Storm Water Management Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. Toho Project Name: Bridgewalk Ph. 2C Toho Project #: 220085 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That Standard Pacific of Florida, LLC, a Florida limited liability company (the “Seller”), for and in consideration of the sum of Ten Dollars ($10.00) in lawful money (and other good and valuable considerations, the receipt and adequacy of which is hereby acknowledged) to it paid by the Bridgewalk Community Development District, an independent special district established and created pursuant to Chapter 190, Florida Statutes (“District”), has granted, bargained, sold, transferred, set over and delivered, and by these presents does hereby grant, bargain, sell, transfer, set over and deliver unto the District, its successors and assigns, all the goods, rights, title, interests, chattels and properties owned by Seller which are used or held for use by Seller exclusively in connection with those water and/or wastewater systems of Seller located on the property described on Exhibit “A” attached hereto and incorporated herein by this reference, consisting of all water, wastewater, and reclaimed water lines and other related utility facilities (collectively the “Utility System”) constructed and used in connection with the provision of water, wastewater, and reclaimed water utility services, for the District’s subsequent conveyance to Tohopekaliga Water Authority. The assets being conveyed hereunder shall hereinafter be referred to as the “Utility Assets.” TO HAVE AND TO HOLD the same unto the District, its successors and assigns to its and their own use and benefit forever, from and after the date hereof. Seller represents and warrants to the District that (i) Seller is the sole owner of and has good and marketable title to the Utility Assets, free and clear of all liens, encumbrances, claims and demands; (ii) Seller has not previously sold or assigned the Utility Assets to any other party; and (iii) Seller will freely and fully warrant and defend the Utility Assets against the lawful claims of any person claiming by, through, or under the Seller. Seller hereby assigns any and all warranties and guaranties it possesses from any third parties relating to the construction and/or installation of the Utility Assets, to the extent such warranties and guaranties are assignable. [SIGNATURES TO FOLLOW ON NEXT PAGE] Seller has caused this instrument to be executed as of the date and year written below. SELLER: STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company By: Standard Pacific of Florida GP, LLC, a Delaware limited liability company, its sole member By: _______________________________ Mark McDonald, Authorized Agent Address: 6675 Westwood Blvd., 5th Floor Orlando, Florida 32821 Date: ______________________________ STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization on this _____ day of November, 2024, by Mark McDonald, as authorized agent for Standard Pacific of Florida GP, LLC, a Delaware limited liability company, as the sole member of Standard Pacific of Florida, LLC, on behalf of STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company. Said person is [ ] personally known to me or [ ] has produced a valid driver’s license as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: Exhibit “A” LEGAL DESCRIPTION OF THE REAL PROPERTY BRIDGEWALK PHASE 2C, according to the plat thereof, as recorded in Plat Book 35, Page 66, of the Public Records of Osceola County, Florida. BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District (Phase 1B, 2A and 2B Plat) THIS BILL OF SALE ABSOLUTE AND AGREEMENT (the “Agreement”) is made as of this ____ day of November, 2024, is given to the TOHOPEKALIGA WATER AUTHORITY, an independent special district, established and created pursuant to Chapter 189, Florida Statutes, by special act of the Florida legislature, whose address is 951 Martin Luther King Blvd., Kissimmee, Florida 34741 (hereinafter referred to as the “TWA”), by the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801 (hereinafter referred to as the “District”). RECITALS WHEREAS, the District owns certain infrastructure improvements, as more fully described in the attached Exhibit “A” (collectively, the “Improvements”); WHEREAS, both TWA and the District find it to be in the best interest of both parties for the District to transfer the Improvements to TWA to own, operate and maintain the Improvements; and WHEREAS, the District desires to convey the Improvements to TWA for perpetual ownership, operation and maintenance, and TWA desires to accept the Improvements for perpetual ownership, operation and maintenance. WITNESSETH KNOW ALL MEN BY THESE PRESENTS that the District, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) lawful money of the United States, to it paid by TWA, the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto TWA, its executors, administrators and assigns, and TWA hereby accepts, all of the District’s right, title and interest in and to the Improvements, to have and to hold the same unto TWA, its executors, administrators and assigns forever, together with all of the District’s right and title to any and all contracts, warranties, guarantees, permits, approvals and similar rights in favor of or which may have accrued to the District from any and all persons, firms, agencies or corporations who have performed work or labor or supplied goods, materials or services to or for the benefit of or comprising any part of the Improvements to the extent they are assignable, together with any related documents, materials, data, letters, and agreements, to have and to hold unto TWA, its successors and assigns, to and for its or their use, forever. 1. The District represents and warrants to TWA that the District has good and lawful right, title and interest in the Improvements and that the Improvements are free and clear of any and all liens or encumbrances, that the Improvements are in good working condition, and as of the date hereof, there are no defaults or violations of the terms and conditions of any contracts, warranties, permits, approvals and guarantees. 2. The above recitals are true and correct and are incorporated herein by reference. 3. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. . [SIGNATURES ON FOLLOWING PAGE] COUNTERPART SIGNATURE PAGE TO BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District (Phase 1B, 2A and 2B Plat) IN WITNESS WHEREOF, the District has accepted and agreed, and executed this Bill of Sale Absolute and Agreement as of the date first above written. DISTRICT: ATTEST: Print Name: George S. Flint Title: Secretary BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT By: _ Name: Adam Morgan Title: Chairman STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ______ day of November, 2024, by Adam Morgan, as Chairman of the Board of Supervisors of the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, and was attested to by George S. Flint, as Secretary of the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, both for and on behalf of the District. Said person is [ ] personally known to me or [ ] have produced ________________ as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: (NOTARY SEAL) EXHIBIT “A” DESCRIPTION OF THE IMPROVEMENTS -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District (Phase 1B, 2A and 2B Plat) THIS BILL OF SALE ABSOLUTE AND AGREEMENT (the “Agreement”) is made as of this 18th day of November, 2024, is given to the ORLANDO UTILITIES COMMISSION, a statutory commission created by the laws of the State of Florida (hereinafter referred to as the “OUC”), by the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801 (hereinafter referred to as the “District”). RECITALS WHEREAS, the District owns certain infrastructure improvements, as more fully described in the attached Exhibit “A” (collectively, the “Improvements”); WHEREAS, both OUC and the District find it to be in the best interest of both parties for the District to transfer the Improvements to OUC to own, operate and maintain the Improvements; and WHEREAS, the District desires to convey the Improvements to OUC for perpetual ownership, operation and maintenance, and OUC desires to accept the Improvements for perpetual ownership, operation and maintenance. WITNESSETH KNOW ALL MEN BY THESE PRESENTS that the District, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) lawful money of the United States, to it paid by OUC, the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto OUC, its executors, administrators and assigns, and OUC hereby accepts, all of the District’s right, title and interest in and to the Improvements, to have and to hold the same unto OUC, its executors, administrators and assigns forever, together with all of the District’s right and title to any and all contracts, warranties, guarantees, permits, approvals and similar rights in favor of or which may have accrued to the District from any and all persons, firms, agencies or corporations who have performed work or labor or supplied goods, materials or services to or for the benefit of or comprising any part of the Improvements to the extent they are assignable, together with any related documents, materials, data, letters, and agreements, to have and to hold unto OUC, its successors and assigns, to and for its or their use, forever. 1. The District represents and warrants to OUC that the District has good and lawful right, title and interest in the Improvements and that the Improvements are free and clear of any and all liens or encumbrances, that the Improvements are in good working condition, and as of the date hereof, there are no defaults or violations of the terms and conditions of any contracts, warranties, permits, approvals and guarantees. Bill of Sale – Conveyance of Improvement (Phase 1B, 2A and 2B Plat) Bridgewalk Community Development District 2. The above recitals are true and correct and are incorporated herein by reference. 3. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. . [SIGNATURES ON FOLLOWING PAGE] COUNTERPART SIGNATURE PAGE TO BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District (Phase 1B, 2A and 2B Plat) IN WITNESS WHEREOF, the District has accepted and agreed, and executed this Bill of Sale Absolute and Agreement as of the date first above written. DISTRICT: ATTEST: Print Name: George S. Flint Title: Secretary BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT By: _ Name: Adam Morgan Title: Chairman STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ______ day of November, 2024, by Adam Morgan, as Chairman of the Board of Supervisors of the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, and was attested to by George S. Flint, as Secretary of the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, both for and on behalf of the District. Said person is [ ] personally known to me or [ ] have produced ________________ as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: (NOTARY SEAL) EXHIBIT “A” DESCRIPTION OF THE IMPROVEMENTS -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District THIS BILL OF SALE ABSOLUTE AND AGREEMENT (the “Agreement”) is made as of this _____ day of November, 2024, is given to the OSCEOLA COUNTY, FLORIDA, a charter county and political subdivision of the State of Florida, whose address is 2 Courthouse Square, Kissimmee, Florida 34741 (hereinafter referred to as the “County”), by the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a local unit of specialpurpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801(hereinafter referred to as the “District”). RECITALS WHEREAS, the District financed the construction of certain infrastructure improvements, as more fully described in the attached Exhibit “A” (collectively, the “Improvements”); WHEREAS, both the County and the District find it to be in the best interest of both parties for the District to transfer the Improvements to the County to own, operate and maintain the Improvements, in accordance with the plans for the development; and WHEREAS, the District desires to convey the Improvements to the County for perpetual ownership, operation and maintenance. WITNESSETH KNOW ALL MEN BY THESE PRESENTS that the District, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) lawful money of the United States, to it paid by the County, the receipt of which is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, set over and deliver unto the County, its executors, administrators and assigns, and the County hereby accepts, all of the District’s right, title and interest in and to the Improvements, to have and to hold the same unto the County, its executors, administrators and assigns forever, together with all of the District’s right and title to any and all contracts, warranties, guarantees, permits, approvals and similar rights in favor of or which may have accrued to the District from any and all persons, firms, agencies or corporations who have performed work or labor or supplied goods, materials or services to or for the benefit of or comprising any part of the Improvements to the extent they are assignable, together with any related documents, materials, data, letters, and agreements, to have and to hold unto County, its successors and assigns, to and for its or their use, forever. 1. The District is not aware of any defaults or violations of the terms and conditions of any contracts, warranties, permits, approvals and guarantees related to the Improvements. 2. The above recitals are true and correct and are incorporated herein by reference. 3. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. . [SIGNATURES ON FOLLOWING PAGE] SIGNATURE PAGE TO BILL OF SALE ABSOLUTE AND AGREEMENT Bridgewalk Community Development District IN WITNESS WHEREOF, the District has accepted and agreed, and executed this Bill of Sale Absolute and Agreement as of the date first above written. DISTRICT: ATTEST: Print Name: George S. Flint Title: Secretary BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT By: _ Name: Adam Morgan Title: Chairman STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ______ day of November, 2024, by Adam Morgan, as Chairman of the Board of Supervisors of the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, and was attested to by George S. Flint, as Secretary of the BRIDGEWALLK COMMUNITY DEVELOPMENT DISTRICT, both for and on behalf of the District. Said person is [ ] personally known to me or [ ] have produced ________________ as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: (NOTARY SEAL) EXHIBIT “A” DESCRIPTION OF THE IMPROVEMENTS -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. OWNER’S AFFIDAVIT Bridgewalk Community Development District (Phase 1B 2A and 2B Plat and Phase 2C Plat) STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, the undersigned authority, personally appeared Mark McDonald (“Affiant”) as Vice President of Standard Pacific of Florida, LLC, a Florida limited liability company, authorized to do business in Florida, whose principal address is 5505 Waterford District Drive, Miami, Florida 33126 (the “Owner”) and as Authorized Agent of Standard Pacific of Florida GP, LLC, a Delaware limited liability company, the Owner’s sole member (the “Member”), who being first duly sworn on oath says: 1. That Affiant knows of his own knowledge that the Owner is the fee simple title holder to certain lands located in Osceola County, Florida (the “Property”) and of certain infrastructure improvements located within the boundary of the Bridgewalk Community Development District (the “Improvements”), as more particularly described on Exhibit “A” attached hereto, and that Affiant is the Vice President of the Owner and Authorized Agent of the Member, is making this Affidavit in that capacity only, and that no recourse shall be made against Affiant individually. 2. That the Property and Improvements, as described in the Special Warranty Deed and Bill of Sale Absolute and Agreement, dated as of the date hereof, are free and clear of all liens and encumbrances except for those encumbrances and matters affecting title to the Property that are included in the following plat: (1) Bridgewalk Phase 1B 2A and 2B plat, as recorded in Plat Book 32, page 143, of the Official Records of Osceola County, Florida (collectively, the “Plat”). The District can rely on the Property and Improvements being capable of being used for the purposes intended. 3. That Affiant knows of no facts by reason of which the title to, or possession of, the Property and Improvements might be disputed or questioned, or by reason of which any claim to any part of the Property and Improvements might be asserted adversely to Owner. 4. That there have been no liens filed against the Property or the Improvements as a result of any labor, materials, equipment or other work authorized by Owner, its employees, or agents or of which Owner has actual knowledge, nor any unpaid bills of any nature as a result of any labor, materials, equipment or other work authorized by Owner, its employees, or agents or of which Owner has actual knowledge either for services of any architect, engineer, or surveyor, or for labor or material that may have been placed on the Property or Improvements, either in the construction or repair of the Improvements, or otherwise in connection with the Property which bills may have been incurred during the last ninety (90) days. 5. That no proceedings in bankruptcy or receivership have ever been instituted by or against the Owner, nor has Owner ever made an assignment for the benefit of its creditors. 6. That Affiant knows of no action or proceeding relating to the Property or Improvements which is now pending in any state or federal court in the United States affecting the Property, nor does Affiant know of any state or federal judgment or any federal lien of any kind or nature that now constitutes a lien or charge upon the Property or Improvements. 7. That, except as set forth in the Plat, Affiant knows of no unrecorded easements, liens, or assessments for sanitary sewers, streets, roadways, paving, other public utilities or improvements against the Property, nor are there any special assessments or taxes which are not shown as existing liens by the public records. 8. That this Affidavit is given for the purposes of inducing the Bridgewalk Community Development District (the “District”), a Florida community development district and local unit of special-purpose government, to accept the Owner’s conveyance of the Property and Improvements to the District, and for the District’s subsequent conveyance of certain improvements to Tohopekaliga Water Authority, Osceola County or Orlando Utility Commission, as described in Exhibit “B” attached hereto. 9. That there are no matters pending against Owner that could give rise to any lien(s) that could attach to the Property, between the effective date of the Plat and the recording of the deed of conveyance, or the Improvements and that Affiant shall not execute nor permit the execution or recording of any instruments that would adversely affect title of the Property or the ownership of the Improvements. 10. Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the District and Latham, Luna, Eden & Beaudine, LLP (“LLEB”), that withholding of tax is not required upon the disposition of a U.S. real property interest by Owner, Owner hereby swears, affirms and certifies the following to District and LLEB that Owner: (i) is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); (ii) is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii); (iii) is not a non-resident alien (as such term is defined in the Internal Revenue Code and Income Tax Regulations) for the purposes of U.S. income taxation; (iv) has an EIN/Federal Tax Identification Number of 26-4786185; (v) has a mailing address of 5505 Waterford District Drive, Miami, Florida 33126. Affiant understands that this certification may be disclosed to the Internal Revenue Service by Owner and that any false statement contained herein could be punished by fine, imprisonment, or both. Affiant understands that the District and LLEB are relying on this certification in determining whether withholding is required upon said transfer. 11. That Affiant is familiar with the nature of an oath and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant further certifies that he has read the full facts set forth in this Affidavit and understands its content and context to be correct in all respects. [SIGNATURES ON FOLLOWING PAGE] FURTHER AFFIANT SAYETH NAUGHT. DATED: _________________ , 2024 Signed, sealed and delivered in our presence: (Signature) (Print Name) (Signature) (Print Name) STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company By: Standard Pacific of Florida GP, LLC, a Delaware limited liability company, its sole member By: _______________________________ Mark McDonald, Authorized Agent STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization on this _____ day of November, 2024, by Mark McDonald, as authorized agent for Standard Pacific of Florida GP, LLC, a Delaware limited liability company, as the sole member of Standard Pacific of Florida, LLC, on behalf of STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company. Said person is [ ] personally known to me or [ ] has produced a valid driver’s license as identification. Notary Public; State of Florida Print Name: My Commission Expires: My Commission No.: EXHIBIT “A” DESCRIPTION OF THE PROPERTY AND IMPROVEMENTS PROPERTY Tract EE, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract M, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract N, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract O, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract P, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract L, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. IMPROVEMENTS -Storm Water Management Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Storm Water Management Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. EXHIBIT “B” Improvements Subsequently conveyed to Toho: -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Storm Water Management Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. Improvements Subsequently conveyed to Osceola County: -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. Improvements Subsequently conveyed to OUC: -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. AGREEMENT REGARDING TAXES Bridgewalk Community Development District (Bridgewalk Phase 1B 2A and 2B Plat and Phase 2C Plat) THIS AGREEMENT REGARDING TAXES (“Agreement”) is entered into this ____ day of November, 2024, by and between STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company, whose address is 5505 Waterford District Drive, Miami, Florida 33126 (the “Developer”), and the BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a Florida community development district, whose address is c/o Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801 (the “District”). WITNESSETH WHEREAS, Developer is the owner and developer of certain real property located within the boundaries of the District, as such property is described on Exhibit “A” attached hereto and incorporated herein (the “Property”); WHEREAS, Developer is the owner and developer of infrastructure improvements and personal property, made in, on, over, under and through the Property and other land located within the boundary of the District, as described on Exhibit “A” attached hereto and incorporated herein (the “Improvements”); WHEREAS, the District is a Florida community development district and local unit of special-purpose government created pursuant to Chapter 190, Florida Statutes; WHEREAS, as part of the ongoing development activities within the boundaries of the District, Developer has, simultaneously with the execution of this Agreement, conveyed the Property and the Improvements to the District by Warranty Deed and Bill of Sale Absolute and Agreement; WHEREAS, all or a substantial portion of real property already owned by the District is either exempt from ad-valorem taxes or has been given a minimal valuation by the Osceola County Property Appraiser because of the District’s status as a governmental entity; WHEREAS, in conjunction with the conveyance of the Property and Improvements from Developer to District, Developer and District are desirous of setting forth in this Agreement their respective responsibilities with regard to applicable ad-valorem taxes and assessments on the Property; and NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other valuable considerations, paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the mutual covenants and conditions contained herein, the parties hereto agree as follows: 1. The above recitals are true and correct and are incorporated herein by reference. 2. Developer hereby represents that all ad-valorem taxes and assessments relating to the Property and/or Improvements, or any portion thereof, for tax year 2023 and all prior years have been paid in full. 3. Developer hereby agrees to pay in full, and prior to their becoming delinquent, any and all ad-valorem taxes and assessments, if any, levied on the Property, or on the property where the Improvements are located, for the tax year 2024. 4. District shall, within thirty (30) days of receipt, forward to the Developer, at their address set forth above and via U.S. mail, any correspondence, notice or bill from Osceola County Tax Collector relating to the Property for tax year 2024 that the District actually received in its office. 5. Subsequent to the District’s acceptance of the Property and Improvements, and only in the event the Property and/or Improvements are not subsequently conveyed to another governmental entity, including Tohopekaliga Water Authority, the District shall endeavor to either obtain an exemption from ad-valorem taxes pertaining to the Property or, in the alternative, shall seek a minimal valuation of the Property, from the Osceola County Property Appraiser and, subsequent to tax year 2024, Developer shall have no further responsibility with regard to advalorem taxes or assessments levied against the Property and/or Improvements, as applicable. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their duly authorized representatives, all as of the date first set forth above. [SIGNATURE PAGE FOLLOWS] SIGNATURE PAGE TO AGREEMENT REGARDING TAXES Bridgewalk Community Development District (Bridgewalk Phase 1B 2A and 2B Plat and Phase 2C Plat) WITNESSES: X ______________________________ Print: ___________________________ X ______________________________ Print: ___________________________ STANDARD PACIFIC OF FLORIDA, LLC, a Florida limited liability company By: Standard Pacific of Florida GP, LLC, a Delaware limited liability company, its sole member By: _______________________________ Mark McDonald, Authorized Agent BRIDGEWALK COMMUNITY DEVELOPMENT DISTRICT, a Florida community development district ATTEST X ______________________________ By: ___________________________________ Print: _________________________ Print: Adam Morgan Secretary/Asst. Secretary Title: Chairman EXHIBIT “A” DESCRIPTION OF THE PROPERTY AND IMPROVEMENTS PROPERTY Tract EE, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract M, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract N, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract O, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract P, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract L, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. IMPROVEMENTS -Storm Water Management Facilities located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Roadway improvements located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Underground electrical system located in the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. -Storm Water Management Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. CERTIFICATE OF DISTRICT ENGINEER Bridgewalk Community Development District (Phase 1B 2A and 2B Plat and Phase 2C Plat) I, Broc Althafer, P.E. of Osceola Engineering, LLC, a Florida limited liability company, authorized to transact business in Florida, and licensed to provide professional engineering services to the public in the State of Florida under Florida License No. 72321 and Florida License No. 26265, with offices located at 1003 Florida Avenue, St. Cloud, Florida 34769 (“Osceola Engineering”), hereby acknowledge and certify the following, to the best of my knowledge, information and belief, to be true and correct in all respects: 1. That I, through Osceola Engineering, currently serve as District Engineer to the Bridgewalk Community Development District (the “District”). 2. That the District proposes to accept from Standard Pacific of Florida, LLC, a Florida limited liability company (“Developer”), for ownership, operation and maintenance, certain real property described in Exhibit “A” attached hereto and incorporated herein (collectively, the “Property”), plus infrastructure improvements and personal property, made in, on, over, under and through land located within the boundary of the District, as described more completely in Exhibit “A” attached hereto and incorporated herein (collectively, the “Improvements”), and subsequently convey certain improvements described in Exhibit “B” attached hereto to the Tohopekaliga Water Authority, an independent special district, established and created pursuant to Chapter 189, Florida Statutes, by special act of the Florida Legislature, whose address is 951 Martin Luther King Blvd., Kissimmee, Florida 34741 (“Toho”), Osceola County and Orlando Utility Commission (“OUC”). Any real property being conveyed to the District is being transferred at only nominal cost to the District, so no review of an appraisal or similar documentation to reasonableness of purchase price or other valuation is required or being rendered. 3. That this certification (the “Certification”) is provided in conjunction with, and in support of, the District’s approval of the conveyance of the Property and Improvements from the Developer to the District and the District’s acceptance of such Property and Improvements, and the District’s subsequent conveyance of those certain improvements described in Exhibit “B” attached hereto to Toho, Osceola County and OUC. The District will rely on this Certification for such purposes. 4. That the Improvements were constructed, installed, and/or completed, as appropriate, in accordance with known plans, specifications, contracts and permits required and/or approved by any known governmental authorities, as applicable. I have reviewed the actual cost of the Improvements built or constructed by or at the direction of the Developer and the District is paying no more than the actual cost incurred, or the current value thereof, whichever is less. The Property and Improvements are in a condition acceptable for acceptance by the District and conveyance to Toho, Osceola County and OUC, as applicable. The conveyances contemplated herein are consistent with the development plans for the District. 5. That the Improvements are properly permitted by the appropriate governmental entities, and that copies of the applicable plans, specifications and permits relating to the Improvements, if any, that have actually been provided to Osceola Engineering are being held by Osceola Engineering as records of the District on its behalf. 6. That the actual cost of the Improvements built or constructed by or at the direction of the Developer, and the District shall pay no more than the actual cost incurred, or the current value thereof, whichever is less, as determined by the District Engineer. [Signature page to follow.] EXHIBIT “A” DESCRIPTION OF THE PROPERTY AND IMPROVEMENTS PROPERTY Tract EE, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract M, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract N, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract O, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract P, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. Tract L, according to the BRIDGEWALK PHASE 1B 2A AND 2B plat, as recorded in Plat Book 32, Page 143, Public Records of Osceola County, Florida. IMPROVEMENTS -Storm Water Management Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143, of the Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Storm Water Management Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. EXHIBIT “B” Improvements Subsequently conveyed to Toho: -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. -Storm Water Management Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Potable Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Sanitary Sewer Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. -Reclaimed Water Distribution Facilities located in the BRIDGEWALK PHASE 2C plat, as recorded in Plat Book 35, Page 66, Public Records of Osceola County, Florida. Improvements Subsequently conveyed to Osceola County: -Roadway improvements located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida. Improvements Subsequently conveyed to OUC: -Underground electrical system located in the BRIDGEWALK PHASE 1B, 2A AND 2B plat, as recorded in Plat Book 32, Page 143 of the Public Records of Osceola County, Florida.