Trout Creek Community Development District

Board of Supervisors’ Meeting
March 2, 2021

District Office: 2806 N. Fifth Street Unit 403
St. Augustine, FL 32084

www.troutcreekcdd.org

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

Rizzetta & Company, Inc., 2806 North Fifth Street, Unit 403, St Augustine, FL 32084.

Board of Supervisors	Andy Smith	Chairman	
	David Roane	Vice Chairman	
	Michael Gruber Frank Murphy Ryan Stone	Assistant Secretary Assistant Secretary Assistant Secretary	
District Manager	Melissa Dobbins	Rizzetta & Company, Inc.	
District Counsel	Jonathan Johnson	Hopping Green & Sams, P.A.	
	Katie Buchanan	Hopping Green & Sams, P.A.	
District Engineer	Brad Davis	Prosser Inc.	

All cellular phones must be placed on mute while in the meeting.

All cellular phones must be placed on mute while in the meeting room.

The first section of the meeting is called Audience Comments, which is the portion of the agenda where individuals may make comments on Agenda Items. The final section of the meeting will provide an additional opportunity for Audience Comments on other matters of concern that were not addressed during the meeting. Individuals are limited to a total of three (3) minutes to make comments during these times.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (904) 436-6270. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing
7-1-1, or 1-800-955-8771 (TTY)
1-800-955-8770 (Voice), who can aid you in contacting the District Office.

A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT OFFICE  2806 North 5th Street Suite 403 St. Augustine, Fl. 32084  904-436-6270 www.troutcreekcdd.org

Board of Supervisors Trout Creek Community Development District

Dear Board Members:

AGENDA

February 23, 2021

The regular meeting of the Board of Supervisors of the Trout Creek Community Development District will be held on Tuesday, March 2, 2021 at 3:00 p.m. at the Shearwater Amenity Center located at 100 Kayak Way, St. Augustine, FL 32092. The following is the agenda for this meeting:
CALL TO ORDER/ROLL CALL
AUDIENCE COMMENTS ON AGENDA ITEMS
BUSINESS ADMINISTRATION
Consideration of the Minutes of the Board of Supervisors’ Regular Meeting held on February 2, 2021	Tab 1
Consideration of the Minutes of the Audit Committee held on
February 2, 2021	Tab 2
Ratification of Operations and Maintenance Expenditures for
January 2021	Tab 3
Construction Activity Report, Period Ending January 31, 2020	Tab 4
Ratification of Capital Improvement, Account Series 2018,
CUS 121-125, CUS 126	Tab 5
Ratification of Capital Improvement, Account Series 2020, SUP 1,
CUS 1, CUS 2-3, CUS 4-5	Tab 6
STAFF REPORTS
District Counsel
District Engineer
Construction Administrator
Landscape Maintenance
Amenity and Maintenance
District Manager
BUSINESS ITEMS
Consideration of Resolution 2021-09, Authorizing Boundary Amendment	Tab 7
Boundary Amendment Funding Agreement	Tab 8
Ratification of Agreement Between Trout Creek CDD and Vallencourt Construction for Post Completion Final Asphalt Lift, Phase 1C	Tab 9
Ratification of Agreement Between Trout Creek CDD and Vallencourt Construction for Post Completion Final Asphalt Lift, Phase 2A	Tab 10
Ratification of Agreement Between Trout Creek CDD and Vallencourt Construction for Post Completion Final Asphalt Lift, Phase 2C	Tab 11
Ratification of Agreement Between Trout Creek CDD and Vallencourt Construction for Post Completion Final Asphalt Lift, Phase 2D	Tab 12
AUDIENCE COMMENTS AND SUPERVISOR REQUESTS
ADJOURNMENT
We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at 904-436-6270.

CALL TO ORDER / ROLL CALL

AUDIENCE COMMENTS ON AGENDA ITEMS

BUSINESS ADMINISTRATION

Tab 1

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 1

1	MINUTES OF MEETING
2
Each person who decides to appeal any decision made by the Board with respect to any
matter considered at the meeting is advised that the person may need to ensure that a
verbatim record of the proceedings is made, including the testimony and evidence upon
which such appeal is to be based.
7
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT
10
The regular meeting of the Board of Supervisors of Trout Creek Community
Development District was held on Tuesday, February 2, 2021 at 3:00 p.m., at the
Shearwater Amenity Center located at 100 Kayak Way, St. Augustine, FL 32092.
Following is the agenda for the meeting.
15
16	Present and constituting a quorum:
17
Andy Smith	Board Supervisor, Chairman
David Roane	Board Supervisor, Vice Chairman
Doug Davis	Board Supervisor, Assistant Secretary
Michael Gruber	Board Supervisor, Assistant Secretary
Frank Murphy	Board Supervisor, Assistant Secretary
Ryan Stone	Board Supervisor, Assistant Secretary
24
25	Also present were:
26
Melissa Dobbins	District Manager, Rizzetta & Company, Inc.
Katie Buchanan	District Counsel, Hopping Green & Sams
(via speakerphone)
Mike McCollum	Developer, Freehold Capital Management
Dylan Read	Lifestyle Director, CCMC
Craig Copland	Representative, CCMS
33
34	Members of the pubic in person and conference call in.
35
36
37 FIRST ORDER OF BUSINESS	Call to Order
38
39 Ms. Dobbins called the meeting to order at 3:04 p.m.
40
41 SECOND ORDER OF BUSINESS	Public Comments on Agenda Items
42
43 No public comments.
44
45
46
47

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 2

THIRD ORDER OF BUSINESS	Review of Candidates for Open Seat
#3 (Under Separate Cover)
51
The Board reviewed 14 candidates for appointment to seat 3.
Discussions ensued.
54
Mr. Smith nominated Ryan Stone. Mr. Murphy nominated Vincent Sajkowski. Mr. Smith
asked for a show of hands from the Board for Ryan Stone. All Board members except
for Mr. Murphy raised hands. Mr. Smith asked for a show of hands for Vincent
Sajkowski. Mr. Murphy was the only Board Member to raise his hand.
59

On a motion by Mr. Smith, seconded by Mr. Gruber, by majority vote, with Mr. Murphy opposed, the Board appointed Ryan Stone to Seat 3 for Trout Creek Community Development District.

60
61 FOURTH ORDER OF BUSINESS	Administration of Oath of Office
62
63 Ms. Dobbins administered the Oath of Office to Ryan Stone.
64
FIFTH ORDER OF BUSINESS	Consideration of Resolution 2021-08,
ReDesignaing Assistant Secretary
67

On a motion by Mr. Smith, seconded by Mr. Murphy, with all in favor, the Board appointed Ryan Stone as Assistant Secretary for Trout Creek Community Development District.

68
69 *Doug Davis left the meeting.
70
SIXTH ORDER OF BUSINESS	Consideration of the Minutes of the
Board of Supervisors’ Regular
Meeting held on December 1, 2020
74
Mr. Murphy asked for clarity under the twelfth order, item C. “Mr. McCollum noted that
Smith is on schedule”. Mr. McCollum confirmed that was referencing Besch and Smith.
The Chairman asked for that to be added to the minutes.
78

On a motion by Mr. Smith, seconded by Mr. Roane, with all in favor, the Board of Supervisors’ approved Minutes of the Board of Supervisors’ Regular Meeting held on December 1, 2020, as amended, for Trout Creek Community Development District.

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TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 3

SEVENTH ORDER OF BUSINESS	Ratification of Operations and
Maintenance Expenditures for
November 2020 and December 2020
89

On a motion by Mr. Gruber, seconded by Mr. Murphy, with all in favor, the Board of Supervisors’ ratified Operation and Maintenance Expenditures for November 2020 in the amount of $89,921.03 and December 2020 in the amount of $192,149.50 for Trout Creek Community Development District.

90
EIGHTH ORDER OF BUSINESS	Ratification of Capital Improvement,
Account Series 2018, CUS 115,
93	117 – 118, CUS 119-120
94

On a motion by Mr. Smith, seconded by Mr. Roane, with all in favor, the Board of Supervisors’ ratified Capital Improvement, Account Series 2018, CUS 115, 117 – 118, CUS 119-120 for Trout Creek Community Development District.

95
96 NINTH ORDER OF BUSINESS	Staff Reports
97
A.	District Counsel
Ms. Buchanan briefly reviewed the Sunshine Laws and Code of Ethics for
the new Board Member.

B.	District Engineer
Not present.

C.	Construction Administrator
Mr. McCollum stated that all construction is going well and the Landscape
Install RFP for Phase 3A that was approved at the last meeting will be
published this month.

D.	Landscape Maintenance Report
1.)	VerdeGo Landscape Report, January 20, 2021
Mr. Read noted that VerdeGo is just monitoring plant material for any freeze
damage until warmer weather returns to see full impact before providing
proposals.

E.	Amenity and Maintenance Reports
1.)	Amenity Manager Report, January 15, 2021
2.)	Lifestyle Director Report, February 2021
Mr. Read reviewed reports under tab 8 and 9 of the agenda. He updated the
Board regarding a resident minor that vandalized the grill, which he was able
to identify and review with the parents. The parents sated they would pay for
the damage. The Board directed Staff to send an official notice to the
residents regarding this matter.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 4

F.	District Manager
Ms. Dobbins sated that she was informed of a lightning strike that did
damage to the facility that has now repair expenses add up to close to
$14,000.00. A claim has been made so insurance will reimburse the District
for the cost after the district’s deductible of $2,500.

TENTH ORDER OF BUSINESS	Consideration of Audit Committee
Recommendation

On a motion by Mr. Smith, seconded by Mr. Roane, with all in favor, the Board of Supervisors’ approved Audit Committee’s recommendation of McDirmit Davis for Trout Creek Community Development District.

ELEVENTH ORDER OF BUSINESS	Discussion Regarding Swim Team
League

Mr. Smith opened up the meeting for audience comments on this agenda topic.
Audience members noted they were requesting a Swim Team for Shearwater
Community and believe it is a good sport/activity for the community and children.
Discussions ensued.

Mr. Smith noted that in all fairness that even though he personally supports this
idea, he believes it’s only fair to put out a survey to the community since they
already hear concerns over parking and over crowding at the pool deck.
Discussions ensued.

On a motion by Mr. Roane, seconded by Mr. Gruber, with all in favor, the Board of Supervisors’ authorized the Chairman to finalize a Lease Agreement with the Swim Team, subject to a survey being sent out to the residents which would support having a community swim team Trout Creek Community Development District.

TWELFTH ORDER OF BUSINESS	Consideration of Proposals for
Maintenance Prevention and
Tracking Software (Under Separate
Cover)

Mr. Smith reviewed proposal from Limble (Exhibit A) and the benefits of having such a
program to keep track of maintenance and repair schedules. Discussions ensued.

On a motion by Mr. Smith, seconded by Mr. Murphy, with all in favor, the Board of Supervisors’ approved proposal from Limble in the amount of $3,360.00 (Exhibit A) for Trout Creek Community Development District.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 5

THIRTEENTH ORDER OF BUSINESS	Consideration	of	Proposals	for
Pressure	Washing,	Phase1	(Under
Separate Cover)

This item was tabled.

FOURTEENTH ORDER OF BUSINESS	Audience Comments and Supervisor
Request

An audience member had comments regarding dog waste stations everywhere on
common property and sidewalks and requested a resolution.

A resident had complaints regarding nails in the road which is causing flat tires for the
residents in the community.

No supervisor request.

SIXTEENTH ORDER OF BUSINESS	Adjournment

On a motion by Mr. Smith, seconded by Mr. Gruber, with all in favor, the Board adjourned the Board of Supervisors’ Meeting at 4:49 p.m. for Trout Creek Community Development District.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 6

204		
205		
206		
207		
208		
209		
210		
211		
212		
213		
214		
215	 		 		
216	Secretary /Assistant Secretary	Chairman / Vice Chairman	

Tab 2

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 1

1	MINUTES OF MEETING
2
Each person who decides to appeal any decision made by the Board with respect to any
matter considered at the meeting is advised that the person may need to ensure that a
verbatim record of the proceedings is made, including the testimony and evidence upon
which such appeal is to be based.
7
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT
10
The Audit Committee Meeting of the Trout Creek Community Development
District was held on Tuesday, February 2,  2021  at  3:00 p.m. at the Shearwater
Amenity Center located at 100 Kayak Way, St. Augustine, FL 32092
14
15	Present and constituting a quorum:
16
Andy Smith	Board Supervisor, Chairman
David Roane	Board Supervisor, Vice Chairman
Doug Davis	Board Supervisor, Assistant Secretary
Michael Gruber	Board Supervisor, Assistant Secretary
Frank Murphy	Board Supervisor, Assistant Secretary
22
23	Also present were:
24
Melissa Dobbins	District Manager, Rizzetta & Company, Inc.
Katie Buchanan	District Counsel, Hopping Green & Sams
(via speakerphone)
Mike McCollum	Developer, Freehold Capital Management
29
30	Audience Members present
31
32 FIRST ORDER OF BUSINESS	Call to Order
33
34 Ms. Dobbins called the meeting to order at 3:07 p.m. and read the roll call.
35
36
37
38
39
40
41
42
43
44

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 2

46	SECOND ORDER OF BUSINESS	Review, Discuss and Evaluate the	
47		Proposals in Response to the	
48		Requests for District Auditing	
49		Services	
50			
The Audit Committee reviewed and ranked three (3) proposals and ranked them
according to Exhibit “A”. The Audit Committee selected McDirmit Davis for audit
services.

On a motion by Mr. Smith, seconded by Mr. Davis, with all in favor, the Audit Committee selected McDirmit Davis for audit services for Trout Creek Community Development District.

54

55
56
57
58 THIRD ORDER OF BUSINESS	Adjournment
59

On a motion by Mr. Green, seconded by Mr. Davis, with all in favor, the Committee adjourned the meeting at 3:10 p.m. for Trout Creek Community Development District.

60
61
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TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
February 2, 2021 Minutes of Meeting
Page 3

85
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88
89
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94
95
96
97   		 	
98 Secretary/Assistant Secretary	Chairman/Vice Chairman
99

Exhibit A

Trout Creek CDD
Audit Proposal Review Committee Evaluation Spreadsheet February 2, 2021

Bidder's Name	

Total Audit Price	
Ability of Personnel (20 Points)	
Proposer's Experience (20 Points)	
Understanding Scope of Work (20 Points)	
Ability to Furnish Required Services (20 Points)	

Price
(20 Points)	

Total Points	
	FY 2021 - $4,000.00							
	FY 2022 - $4,000.00							
*McDirmit	FY 2023 - $4,100.00
FY 2024 - $4,100.00	20	20	20	20	19	99	
Davis	FY 2025 - $4,100.00							
	FY 2021 - $3,815.00							
	FY 2022 - $3,815.00							
Berger, Toombs,	FY 2023 - $3,925.00	20	18	18	19	20	95	
Elam, Gaines &	FY 2024 - $4,010.00							
Frank	FY 2025 - $4,010.00							
	FY 2021 - $4,400.00							
	FY 2022 - $4,500.00							
	FY 2023 - $4,600.00	20	18	18	19	18	93	
Grau &	FY 2024 - $4,700.00							
Associates	FY 2025 - $4,800.00							

Committee Member's Names:	Andy Smith, David Roane, Michael Gruber, Doug Davis, Frank Murphy			

* = Current Auditor

Tab 3

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FL 32084

Operation and Maintenance Expenditures Presented For Board Approval
January 2021

Attached please find the check register listing the Operation and Maintenance expenditures paid from January 1, 2021 through January 31, 2021. This does not include expenditures previously approved by the Board.

The total items being presented: $44,427.81

Approval of Expenditures:

 		Chairperson

 		Vice Chairperson

 		Assistant Secretary

Trout Creek Community Development District
Paid Operation & Maintenance Expenditures
January 1, 2021 Through January 31, 2021

Vendor Name	Check Number Invoice Number	Invoice Description	Invoice Amount

Amazing Amusements, LLC	003126	121920	Winter Festival 12/20	$	430.00	
Arrow Exterminators Inc., dba	003135	40321129	Rodent Service 11/20	$	176.00	
Nader's Pest Raiders
AT&T Communications System	
003127	
151561791 - 12/20	
Acct # 151561791 - 12/20	
$	6.06	
AT&T Communications System	003128	299942543 12/20	Acct # 299942543 12/20	$	26.04	
AT&T Communications System	003129	904 230-0008 001	Monthly Telephone Service 12/20	$	232.76	
		0564 12/20			
AT&T Communications System	003130	904 230-0054 001	904 230-0054 001 0562 12/20	$	232.76	
		0562 12/20			
Cintas Corp	003131	5046032622	First Aid Safety Supplies 12/20	$	71.07	
Colden Company, Inc.	003132	13464	Quarterly PBX Hosting Billing 01/21-	$	940.80	
			03/21		
Colden Company, Inc.	003132	13517	IT Services & Mileage	$	475.00	

Critter Control Operations, Inc.	
003143	
1973486	Reimbursement - 12/20 Monthly Pest Control - 01/21	
$	110.25	
Florida Department of Revenue	003133	65-8017062725-9	Sales and Use Tax 11/20	$	12.50	

Florida Department of Revenue	
003133	Sales and Use Tax 65-8017062725-9	
Sales and Use Tax 12/20	
$	7.14	

FPL	
003146	Sales and Use Tax FPL Summary 12/20	
FPL Summary 12/20	
$	6,338.84	

Trout Creek Community Development District
Paid Operation & Maintenance Expenditures
January 1, 2021 Through January 31, 2021

Vendor Name	Check Number Invoice Number	Invoice Description	Invoice Amount

Hardscape Construction, Inc.	003152	3284	Amenity Paver Repair 01/21	$	900.00	
Hopping Green & Sams PA	003134	119542	General Legal Services 11/20	$	2,337.50	
IPFS Corporation	003148	GAA-A60142 Pymt 4	GAA-A60142 Pymt 4 of 11	$	3,728.08	

Jacksonville Electric Authority	
003153	of 11
9634626977 01/21	
Water-Sewer Combination Services	
$	2,584.33	

Newagetutors LLC DBA	
003145	
2286	01/21
Website ADA Compliance 01/21	
$	300.00	
VGlobal Tech Peoples Gas System	
003149	
211011457499 01/21	
182 Kyak Way 01/21	
$	69.65	
Poolsure	003136	131295597180	Monthly Pool Chemicals 01/21	$	2,350.00	
Prosser, Inc.	003137	45113	General/O&M Support 11/20	$	705.00	
Republic Services of Florida	003138	0687-001107268	Waste Disposal Services - 01/21	$	209.17	
Republic Services of Florida	003154	0687-001114609	Waste Disposal Services - 02/21	$	268.16	
Rizzetta & Company, Inc.	003139	INV0000055463	District Management Fees 01/21	$	4,065.34	
Rizzetta & Company, Inc.	003150	INV0000055597	Annual Dissemination Agent Fee FY	$	7,000.00	

Rizzetta Technology Services,	
003140	
INV0000006698	20/21
Email & Website Hosting Services	
$	160.00	
LLC
SouthStar Energy Services LLC	
003155	
406481ES	01/21
Natural Gas 12/20	
$	45.41	
dba Florida Natural Gas					

Trout Creek Community Development District
Paid Operation & Maintenance Expenditures
January 1, 2021 Through January 31, 2021

Vendor Name	Check Number Invoice Number	Invoice Description	Invoice Amount

St Johns county Tax Collector
*Dennis W. Hollingsworth	003141	Postage 2020	Property Tax Postage 2020	$	216.15	
Stacy Lee Ettel	003142	12142020	Monitoring School Traffic 12/20	$	360.00	
Uline, Inc	003144	126914134	Maintenance Supplies 11/20	$	986.13	
Vesta Property Services, Inc.	003151	378693	Maintenance/Janitorial/Pool	 $	9,083.67	
			Maintenance 12/20		
Report Total				 $	44,427.81	

Tab 4

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Capital Improvement Revenue Bonds - Series 2018

Construction & COI Account Activity Through January 31, 2021

Inflows:	
Debt Proceeds Underwriter's Discount

Interest Earned Transfer to Revenue	

Total Bond Proceeds:

Total Inflows:	
$

$	
10,188,947.97
242,000.00
10,430,947.97

79,159.11
(175.83)
10,509,931.25	
Outflows: Requisition
Date

7/12/2018
7/12/2018
7/12/2018
7/12/2018
7/12/2018
7/12/2018
11/15/2018
11/15/2018

7/12/2018
7/23/2018
7/23/2018
7/23/2018
7/23/2018
7/23/2018
9/14/2018
9/14/2018
9/14/2018
9/14/2018
9/26/2018
11/13/2018
11/13/2018
11/13/2018
11/29/2018	Requisitions Requisition
Number

COI COI COI COI COI COI COI COI

CR 1
CR 2
CR 3
CR 4
CR 5
CR 5
CR 6
CR 7
CR 8 CR9 CR10 CR11 CR12 CR13
CR14	

Contractor

Underwriter's Discount Rizzetta & Company Hopping Green & Sams Bryant Miller Olive
Nabors, Giblin & Nickerson Image Master LLC
Prosser BNY melon

Ashford Mills Atlantic Companies
Hopping Green & Sams Prosser, Inc.
Stephens Advertising Stephens Advertising Adkins Electric, Inc. Hopping Green & Sams
J. Kelly, LLC. Prosser, Inc. Sundancer
Hopping Green & Sams Vallencourt Construction Vallencourt Construction
Ashford Mills	

Total COI:	

$	

Amount

(242,000.00)
(36,000.00)
(42,500.00)
(40,000.00)
(50,000.00)
(1,750.00)
(5,000.00)
(9,000.00)

(426,250.00)

(2,005,857.98)
(2,115.00)
(4,815.84)
(41,183.89)
(2,834.72)
- (79,700.00)
(1,902.06)
(9,500.00)
(40,324.53)
(46,377.00)
(3,240.99)
(319,487.49)
(474,936.07)
(1,680,014.14)	

Status
As of 01/31/21

Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared

Cleared Cleared Cleared Cleared Cleared Void Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared
Cleared	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Capital Improvement Revenue Bonds - Series 2018

Construction & COI Account Activity Through January 31, 2021

11/29/2018	CR15	Ashford Mills		(1,143,094.46)	Cleared	
12/17/2018	CR16	Ashford Mills		(241,343.37)	Cleared	
12/17/2018	CR17	Hopping Green & Sams		(1,176.15)	Cleared	
12/17/2018	CR18	Prosser, Inc.		(229.00)	Cleared	
12/17/2018	CR19	Vallencourt Construction		(378,915.99)	Cleared	
2/5/2019	CR20	Hopping Green & Sams		(4,191.50)	Cleared	
2/5/2019	CR21	Void		0.00	Void	
2/5/2019	CR22	Stephens Advertising, Inc.		(1,317.63)	Cleared	
2/5/2019	CR23	Sundancer Sign Graphics		(7,198.00)	Cleared	
2/28/2019	CR24	Hopping Green & Sams		(549.00)	Cleared	
2/28/2019	CR25	Vallencourt Construction		(137,414.53)	Cleared	
2/28/2019	CR26	Vallencourt Construction		(420,107.87)	Cleared	
5/7/2019	CR27	Hopping Green & Sams		(3,442.30)	Cleared	
5/7/2019	CR28	Prosser, Inc.		(510.00)	Cleared	
5/7/2019	CR29	Sundancer Sign Graphics		(6,300.00)	Cleared	
5/7/2019	CR30	Vallencourt Construction		(487,888.45)	Cleared	
5/7/2019	CR31	Vallencourt Construction		(70,632.54)	Cleared	
5/7/2019	CR32	Vallencourt Construction		(189,460.77)	Cleared	
5/7/2019	CR33	Vallencourt Construction		(223,237.20)	Cleared	
5/7/2019	CR34	Vallencourt Construction		(55,157.38)	Cleared	
6/11/2019	CR35	Vallencourt Construction		(80,150.77)	Cleared	
6/27/2019	CR36	Prosser, Inc.		(93,708.78)	Cleared	
7/22/2019	CR37	Adkins Electric, Inc.		(18,800.00)	Cleared	
7/22/2019	CR38	Sunstate Nursery & Landscaping Inc		(67,449.60)	Cleared	
7/22/2019	CR39	Vallencourt Construction		(233,873.02)	Cleared	
7/22/2019	CR40	Vallencourt Construction		(334,117.54)	Cleared	
7/22/2019	CR41	Vallencourt Construction		(204,071.10)	Cleared	
7/22/2019	CR42	Vallencourt Construction		(58,571.31)	Cleared	
8/30/2019	CR43	Prosser, Inc.		(11,725.00)	Cleared	
8/30/2019	CR44	Sunstate Nursery & Landscaping Inc		(209,291.40)	Cleared	
8/30/2019	CR45	Sunstate Nursery & Landscaping Inc		(178,658.10)	Cleared	
9/23/2019	CR46	Vallencourt Construction		(82,898.92)	Cleared	
9/23/2019	CR47	Vallencourt Construction		(104,364.37)	Cleared	
9/23/2019	CR48	Vallencourt Construction		(212,274.27)	Cleared	
9/30/2019	CR 49	Adkins Electric, Inc.		(59,750.00)	Cleared	
9/30/2019	CR 50	Hopping Green & Sams		(1,663.00)	Cleared	
9/30/2019	CR 51	PBM Constructors, Inc.		(43,026.65)	Cleared	
			Total Requisitions:	(10,078,849.68)		

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Capital Improvement Revenue Bonds - Series 2018

Construction & COI Account Activity Through January 31, 2021

Total COI & Requisitions:		(10,505,099.68)	
Total Outflows:		(10,505,099.69)	
Series 2018 Construction Fund Balance at January 31, 2021	$	4,831.56	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
CUSTODY ACCOUNT - SERIES 2018

Construction Custody Account Activity Through January 31, 2021

Inflows:	
Developer Contribution	$
Due from Developer
Transfer from S2015 Custody
Total Inflows: $	
9,414,489.18
612,857.39
31,074.97
10,058,421.54		

Outflows:				
Requisition Date	Requisition
Number	Contractor	
Amount	Status
as of 01/31/21	

09/30/19
09/30/19
09/30/19
09/30/19
09/30/19
09/30/19
09/30/19
09/30/19
09/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
11/30/19
01/29/20
01/29/20
01/29/20
01/29/20
01/29/20
02/17/20
02/17/20
02/17/20
02/17/20
02/17/20
03/26/20
03/26/20
03/26/20
03/26/20
04/30/20
04/30/20
04/30/20
04/30/20
04/30/20
04/30/20	
CUS 52	O.R. Dicky Smith	$ CUS 53	Prosser Inc.
CUS 54	Ring Power
CUS 55	Sunstate Nursery & Landscaping Inc CUS 56	Vallencourt Construction
CUS 57	Vallencourt Construction CUS 58	Vallencourt Construction CUS 59	Vallencourt Construction CUS 60	Vallencourt Construction CUS 61	Hopping Green & Sams CUS 62	Prosser Inc.
CUS 63	Sundancer Sign Graphics
CUS 64	Sunstate Nursery & Landscaping Inc CUS 65	Vallencourt Construction
CUS 66	Vallencourt Construction CUS 67	Vallencourt Construction
CUS 68	Sunstate Nursery & Landscaping Inc CUS 69	Vallencourt Construction
CUS 70 Vallencourt Construction CUS 71 Vallencourt Construction CUS 72 Prosser Inc.
CUS 73	Stephens Advertising, Inc.
CUS 74	Sunstate Nursery & Landscaping Inc CUS 75	Vallencourt Construction
CUS 76	Vallencourt Construction CUS 77	Prosser Inc.
CUS 78	Sunstate Nursery & Landscaping Inc CUS 79	Vallencourt Construction
CUS 80	Vallencourt Construction CUS 81	Vallencourt Construction CUS 82	C&H Marine Construction CUS 83	Prosser Inc.
CUS 84	Vallencourt Construction CUS 85	Vallencourt Construction CUS 86	Hopping Green & Sams CUS 87	Prosser Inc.
CUS 88	Sunstate Nursery & Landscaping Inc CUS 89	Vallencourt Construction
CUS 90	Vallencourt Construction
CUS 91	Vallencourt Construction	
(29,534.00)
(26,878.18)
(151,800.00)
(124,216.45)
(169,501.04)
(264,630.66)
(254,330.66)
(227,517.10)
(67,475.12)
(5,070.00)
(16,157.07)
(37,340.00)
(146,675.87)
(71,463.60)
(124,019.58)
(224,236.39)
(162,993.40)
(88,559.77)
(371,089.05)
(166,568.74)
(3,697.19)
(2,998.77)
(138,825.10)
(181,721.86)
(99,838.17)
(19,675.00)
(87,421.91)
(171,723.52)
(485,700.20)
(229,796.11)
(62,240.00)
(68,458.25)
(536,511.38)
(280,336.16)
(11,526.24)
(15,440.16)
(45,000.00)
(60,354.68)
(410,408.26)
(405,239.10)	
Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared Cleared
Cleared	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
CUSTODY ACCOUNT - SERIES 2018

Construction Custody Account Activity Through January 31, 2021

04/30/20	CUS 92	Vallencourt Construction	(441,637.35)	Cleared	
05/31/20	CUS 93	Prosser Inc.	(9,849.61)	Cleared	
05/31/20	CUS 94	Sundancer Sign Graphics	(18,015.00)	Cleared	
05/31/20	CUS 95	Sunstate Nursery & Landscaping Inc	(178,650.00)	Cleared	
05/31/20	CUS 96	Vallencourt Construction	(330,828.33)	Cleared	
05/31/20	CUS 97	Vallencourt Construction	(400,898.74)	Cleared	
06/24/20	CUS 98	Prosser Inc.	(78,644.38)	Cleared	
06/24/20	CUS 99	Vallencourt Construction	(167,870.72)	Cleared	
06/24/20	CUS 100	Vallencourt Construction	(83,245.52)	Cleared	
06/24/20	CUS 101	Vallencourt Construction	(156,870.11)	Cleared	
07/30/20	CUS 102	C&H Marine Construction	(25,256.00)	Cleared	
07/30/20	CUS 103	Prosser Inc.	(7,389.00)	Cleared	
07/30/20	CUS 104	Sundancer Sign Graphics	(32,550.00)	Cleared	
07/30/20	CUS 105	Sunstate Nursery & Landscaping Inc	(266,334.16)	Cleared	
07/30/20	CUS 106	Vallencourt Construction	(148,520.71)	Cleared	
12/31/21	CUS 107	Vallencourt Construction	(239,341.59)	Cleared	
08/26/20	CUS 108	Hopping Green & Sams	(2,645.50)	Cleared	
08/26/20	CUS 109	Prosser Inc.	(15,278.31)	Cleared	
08/26/20	CUS 110	Sundancer Sign Graphics	(14,665.00)	Cleared	
08/26/20	CUS 111	Sunstate Nursery & Landscaping Inc	(229,126.05)	Cleared	
09/30/20	CUS112	Adkins Electric, Inc.	(77,800.00)	Cleared	
09/30/20	CUS113	Prosser Inc.	(4,336.07)	Cleared	
09/30/20	CUS114	Sunstate Nursery & Landscaping Inc	(73,800.00)	Cleared	
09/30/20	CUS115	Sunstate Nursery & Landscaping Inc	(23,646.07)	Cleared	
09/30/20	CUS116	Vallencourt Construction	(14,691.43)	Cleared	
11/13/20	CUS117	O.R. Dicky Smith	(112,263.00)	Cleared	
11/13/20	CUS118	Prosser Inc.	(10,484.99)	Cleared	
12/08/20	CUS119	Vallencourt Construction	(221,166.68)	Cleared	
12/08/20	CUS120	Kompan	(12,791.09)	Cleared	
01/21/21	CUS121	Adkins Electric, Inc.	(5,600.00)	AP	
01/21/21	CUS122	Hopping Green & Sams	(10,122.59)	AP	
01/21/21	CUS123	O.R. Dicky Smith	(112,713.00)	AP	
01/21/21	CUS124	O.R. Dicky Smith	(123,155.00)	AP	
01/21/21	CUS125	Prosser Inc.	(4,803.54)	AP	
01/29/21	CUS126	Pizzazz Scenic	(5,886.90)	AP	

Total Construction Requisitions:	(9,707,845.18)

Total Requisitions:
Retainage: Total Outflows:	
(9,707,845.18)
(350,576.36)

(10,058,421.54)	
Series 2018 Construction Custody Fund Balance at January 31, 2021	$	(0.00)	

Outstanding Contracts, net of retainage:	
Prosser	$	22,725.00	
Pizzazz		3,924.60	
Vallencourt Construction, Inc.		238,888.88	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
CUSTODY ACCOUNT - SERIES 2018

Construction Custody Account Activity Through January 31, 2021

O.R. Dicky Smith Kompan
Adkins		
391,942.80
25,316.41
11,450.00	
Contract Sub Total		694,247.69	

Committed Funds to be Provided by Developer	
$	
689,416.13	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Supplemental Construction Account- Series 2020

Construction & COI Account Activity Through January 31, 2021

Inflows:	
Developer Contribution Due from Developer	
$	
38,916.65	
		
Total Inflows:	
38,916.65	
Outflows:	Requisitions				
Requisition Date	Requisition Number	

Contractor	

Amount	Status
As of 01/31/21	

8/26/2020	SUP 1	Besch & Smith Civil Group	(38,916.65)	Cleared

Total Requisitions:	(38,916.65)

Total Requisitions:
Retainage: Total Outflows:		
(38,916.65)

(38,916.65)	
Series 2020 Construction Fund Balance at January 31, 2021	$	-	

Outstanding Contracts, net of retainage:
Besch & Smith Civil Group	

$	

3,281,007.31	
Contract Sub Total		3,281,007.31	

Committed Funds to be Provided by Developer	
$	
3,281,007.31	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Capital Improvement Revenue Bonds - Series 2020

Construction & COI Account Activity Through January 31, 2021

Inflows:	Debt Proceeds Underwriter's Discount

Total Bond Proceeds:

$	3,677,151.85
83,700.00

3,760,851.85

Interest Earned Transfer to Revenue

Total Inflows: $	3,760,851.85

Outflows:	Requisitions

Requisition Date

Requisition
Number	Contractor	Amount

Status
As of 01/31/21

10/8/2020	
COI	
Underwriter's Discount	
$	
(83,700.00)	
Cleared	
10/8/2020	COI	Rizzetta & Company		(36,000.00)	Cleared	
10/8/2020	COI	Hopping Green & Sams		(42,500.00)	Cleared	
10/8/2020	COI	Bryant Miller Olive		(35,000.00)	Cleared	
10/8/2020	COI	Nabors, Giblin & Nickerson		(40,000.00)	Cleared	
12/7/2020	COI	Imagemaster		(1,500.00)	Cleared	
1/12/2021	COI	BNY Mellon		(7,000.00)	Cleared	
		
Total COI:		
(245,700.00)		
7/12/2018	CR 1	Ashford Mills		(3,500,000.00)	Cleared	
		Total Requisitions:		(3,500,000.00)		

Total COI & Requisitions:		(3,745,700.00)	
Total Outflows:		(3,745,700.00)	
Series 2020 Construction Fund Balance at January 31, 2021	$	15,151.85	

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
Custody Construction Account- Series 2020

Construction & COI Account Activity Through January 31, 2021

Inflows:	
Developer Contribution Due from Developer	
$	
455,659.38
527,272.24	
		
Total Inflows:	
982,931.62	
Outflows:	Requisitions				
Requisition Date	Requisition Number	

Contractor	

Amount	Status
As of 01/31/21	

11/13/2020	CUS 2	Besch & Smith		(323,668.12)	Cleared	
11/13/2020	CUS 3	Besch & Smith		(131,991.26)	Cleared	
1/29/2021	CUS 4	Besch & Smith		(245,868.29)	AP	
1/29/2021	CUS 5	Besch & Smith		(179,219.12)	AP	
			Total Requisitions:	(880,746.79)		

Total Requisitions:
Retainage: Total Outflows:		
(880,746.79)
(102,184.83)
(982,931.62)	
Series 2020 Construction Fund Balance at January 31, 2021	$	0.00	

Outstanding Contracts, net of retainage:
Besch & Smith Civil Group	

$	

3,281,007.31	
Contract Sub Total		3,281,007.31	

Committed Funds to be Provided by Developer	
$	
3,281,007.31	

Tab 5

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FLORIDA 32084

February 4, 2021

RIZZETTA & COMPANY, INC.
Trout Creek, Custody Account Attn: Bill James
2806 N. Fifth Street, Unit 403 St. Augustine, FL 32084

RE:	Custody Account, Series 2018	
	Requisitions for Payment	
Dear Bill:		

Below please find a table detailing the enclosed requisition(s) ready for payment from the Districts Acquisition/Construction Trust Account.

PLEASE EXPEDITE PAYMENT TO THE PAYEE(S) AS FOLLOWS:

All checks other than Prosser Inc., should be sent overnight delivery via UPS
Prosser Inc should be sent via USPS

REQUISITION NO.	PAYEE	AMOUNT	
CUS 121	Adkins Electric	$5,600.00	
CUS 122	Hopping, Green & Sams	$10,122.59	
CUS 123	O.R. Dicky Smith	$112,713.00	
CUS 124	O.R. Dicky Smith	$123,155.00	
CUS 125	Prosser, Inc.	$4,803.54	

If you have any questions regarding this request, please do not hesitate to call me at (904) 436-6270. Thank you for your prompt attention to this matter.

Sincerely,
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT

Melissa Dobbins District Manager

TROUT CREEK COD
FORM OF REQUISITION FOR 2018 PROJECT

The undersigned, an Authorized Officer of Trout Creek Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the tenns of the 2018 Project.

January 21, 2021

Requisition Number: CUS 121

Name of Payee:	Adkins Electric, Inc.
10477 New Kings Rd Jacksonville, FL 32219

Amount Payable: $5,600.00 ./

Inv# H2112 Shearwater Phase 2D

Account from which disbursement to be made: SunTrust Custody Account

The undersigned  hereby certifies that the obligations in  the stated amount set forth above have been  incurred  by the Dis tr ict, that each disbursement set forth above is a proper charge against the Custody Accoun t, that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents a Cost of the 2018 Project, and 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 up on, or claim a!Tccting 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.

If this requisition is for a disbursement from the Custody account, it is hereby represented by the undersigned that the Governing Body of the District has approved this requisition or has approved the specific contract with respect to which disbursements pursuant to this requisition are due and payable.

Attached hereto are originals or duplicate copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
  BY:   C: ::::::::::::=: ::::e:_::::_:::
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL

The undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for corresponding 2018 Project Segment and portion of the 2018 Project with respect to which such disbursement is being made; and, (iii) the	onsulting Engineer .

BY:

p) /

=o IS T-R  IC-c-d=E-NG I N.,..:E:,=E-=R  -

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2018

The undersigned, an Authorized Officer of Trout Creek Community Development District (the "District")   hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to The Bank ofNew York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as of July 9, 2018, (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of July 9, 2018
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture) :

January 21/2021

(A)	Requisition Number: CUS 122

(8)	Name of Payee:	Hopping Green & Sams
119 S. Monroe Street, Ste. 300
P.O. Box 6526 Tallahassee, FL 32314

(C)	Amount Payabl e: $10,122.59

(D)	Invoice# 114526, 115014, 115695, 116348, 116970, 118298, 118858 & 119543 for Professional Services

(E)	Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The undersigned hereby certifies Lhat the obligations in lhe stated amount set forth above have been incurred by lhe District, that each disbursement set forth above is a proper charge against the Series 2018 Acquisition and Construction Accoun t, and the subaccoun L, if any, referenced above , that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents   a Cost of the 2018 Project, and has not previously been paid or this requisition is for Costs of Issuance payable from the Costs of Issuance Account that 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.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall be attached a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY

e 

DEVELOPMENT DISTRICT
BY:	C 
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2018 Project with respect to which such disbursement is being made; and, (iii)  the report of the Consulting Engineer attached as an Exhibit to the First Supple	In re, as such report shall have been amended or modified on the date hereof.

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2018

The   undersigned, an Authorized    Officer of Trout Creek   Community   Development   District    (the "District")    hereby submits the   following   requisition   for   disbursement    under    and pursuant to the terms of the Master Trust Indenture from the District   to The Bank of New York Mellon Trust Company, N.A. , as trustee (the "Trustee") dated as of July 9, 2018, (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of July 9, 2018
(the Master Indenture as amended and supplemented is hereinafter referred to as the i n denture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

January 21, 2021

Requisition Number: CUS 123

Name of Payee:	O.R. Dicky Smith & Co.
12740 Atlantic Blvd, Suite 7
Jacksonville, FL 32225

Amount Payable: $112,713

Pay Application #2011-2 Shearwater Outpost

Fund or Account and Subaccount, if any,  from which disbursement to be made: SunTrust Custody Account

The undersigned  hereby certifies that the obligations in the  stated amount set forth above have been incurred  by the  District  , that each disbursement set fonh above is a proper charge against the Series 201 8 Acquisition and Construction Account , and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction  of  the 2018 Project and each  represents   a Cost of  the 2018 Project  , and  has  not previously  been  paid or  this requisition is for Costs of Issuance payable from the Costs of Issuance Account that 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 o f, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simullancously 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.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall   be attached   a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

CHAIRMAN OR VICE-CHAIRMAN

    BY:	c  """""""'==::::::::=-R--.-=

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

pplementail

ro-/

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2018 Project with respect to which such disbursement is being made;

and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Su amended or modified on the date hereof.

rc,

:::_uch report shall have been

BY:	-    -	-+-	=  -   -   -   -   -   -
DISTRICT I GINEER

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2018
The  undersigned,  an  Authorized  Officer of Trout Creek  Community  Development  District   (the "District")   hereby submits the  following  requisition  for  disbursement   under  and pursuant to the terms of the Master Trust Indenture from the District to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as of July 9, 2018, (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the  District lo the Trustee, dated as of July 9, 2018
(the  Master Indenture  as amended and  supplemented  is hereinafter  referred to as the  in  denture") (all capitalized  terms used herein shall have the meaning ascribed to such term in the Indenture):

January 21, 2021

Requisition Number: CUS 124

Name of Payee:	O.R. Dicky Smith & Co.
12740 Atlantic Blvd, Suite 7
Jacksonville, FL 32225

Amount Payable: $123,155

Pay Application #2011-3 Shearwater Outpost

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The  undersigned hereby  certifies that the obligations in the stated amount set forth above have been incurred  by the  Dis tric t, that each disbursement set forth above is a proper charge against the cries 2018 Acquisition and Construction  Acco unt ,  and  the subaceount , if any, referenced above , that each disbursement set forth above was incurred in connection with the acquisition and construction  of  the 2018  Project and  each  represents   a Cost of the 2018 Project, and  has  not previously  been  paid  or  this requisition is for Costs of Issuance payable from the Costs of Issuance Account lhat has nol 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 al1achment    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.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall be attached   a resolution of the Governing Body of the District approving this requisition or approving I.he specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
BY: _  C_c...:..    _::_--_-_-_-_::-_::-""':_<":--_ 
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the   undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for   portion of the 2018 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supp le menta	ture, as such report shall have been amended or modified on the date hereof.
\
BY: - - -	-1-,,----	-  - - - - -  -
DISTRICT NGINEER

TROUT CREEK COD
FORM OF REQUISITION FOR SERIES 2018
The   undersigned, an   Authorized    Officer of Trout Creek   Community   Development   District    (the "District")    hereby submits the following requisition for disbursement under   and pursuant to the terms of the Master Trust Indenture from the District to The Bank ofNew York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as of July 9, 2018. (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of July 9, 2018
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized terms used herein shall have the meaning ascribed to such !erm in the Indenture):

January 21, 2021

Requisition Number: CUS 125

Name of Payee:	Prosser, Inc.
13901 Sutton Park Drive South, Suite 200 Jacksonville, FL 32224
Amount Payable: S>t,6:27.56	
Invoice # 45069 for Professional Services

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The undersigned hereby certifies that the obligations in  the staled amount set forth above have been  incurred  by the  Dis trict , that each disbursement set forth above is a proper charge against the Series 2018 Acquisition and Construction Acco unt, and the subaccounL, if any , referenced above , that each disbursement set forth above was incurred in connection with the acquisition and construction  of the 2018 Project and  each  represents   a Cost of the 2018 Project, and has not  previously  been  paid  or  this requ is iti o n is for Costs of Issuance payable from the Costs of Issuance Account that 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 requ isit ion contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest,   there shall be attached   a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
BY:	C	Q  
CHAIRMAN OR VICE-CHAIRMAN -........  

CONSULTING ENGINEER'S APPROVAL FOR NON-COSTOF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2018 Project with respect to which such disbursement is being made;

and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Sunnl<'!ff'leffl,a_l I ndentu ,re

-•d<d ocmodifiedoo the""" h=f.

as such report shall have been

BY: -  -  -  -  --1-,-.,..,,..,	c= - - - - - -

DISTRICT

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FLORIDA 32084

February 4, 2021

RIZZETTA & COMPANY, INC.
Trout Creek, Custody Account Attn: Bill James
2806 N. Fifth Street, Unit 403 St. Augustine, FL 32084

RE:	Custody Account, Series 2018	
	Requisitions for Payment	
Dear Bill:		

Below please find a table detailing the enclosed requisition(s) ready for payment from the Districts Acquisition/Construction Trust Account.

PLEASE EXPEDITE PAYMENT TO THE PAYEE(S) AS FOLLOWS:

All checks should be sent overnight delivery via UPS

REQUISITION NO.	PAYEE	AMOUNT	
CUS 126	Pizzazz Scenic	$5,886.90	

If you have any questions regarding this request, please do not hesitate to call me at (904) 436-6270. Thank you for your prompt attention to this matter.

Sincerely,
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT

Melissa Dobbins District Manager

TROUT CREEK COD
FORM OF REQUISITION FOR SERIES 2018

The   undersigned,  an  Authorized   Officer  of Trout Creek  Community   Development   District    (the "District")    hereby  submits the   following   requisition   for  disbursement   under   and  pursuant to the terms of the Master  Trust Indenture from  the District   to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as of July 9, 2018> (the "Master indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of July 9, 2018
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

January 29, 2021

Requisition Number: CVS 126

Name of Payee:	Pizzazz Scenic.
1354 Wigmore St
Jacksonville, FL 32206

Amount Payable: $5,886.90

Invoice# 2105a for 60% deposit on Shearwater Outpost Sculpture

Fund or Account and Subaccount, if a n y ,  from which disbursement to be made: SunTrust Custody Account

The  undersigned  hereby certifies that the obligations in the stated  amount set forth above have been incurred by the District , that each disbursement set forth above is a proper charge against the Series 2018 Acquisition and Construction Account, and the subaccoun t, if any , referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction  of the 2018 Project and each  represents  a Cost of the 2018  Project  , and  has  not  previously  been  paid or this requisition is for Costs oflssuance payable from the Costs oflssuance Account that 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.

If this requisition is for a disbursement from other  than  the Costs of Issuance Account or for payment  of capitalized interest,  there shall  be attached  a resolution of the Governing  Body of the District approving this  requisition or approving  the specific contract  with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
BY: C  	 	
CHAIRMAN OR VICE-CH AIR.Mi \N 

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition  is for a disbursement  for other  than  Capitalized  Interest  or Costs of Issuance,  the  undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2018 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for  portion of the 2018 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supplemental Indenture,  as such report shall have been amended or modified on the date hereof.

BY!l 'rS

DIS1lRJCT E ER

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FLORIDA 32084

September 25, 2020

RIZZETTA & COMPANY, INC.
Trout Creek, Custody Account Attn: Bill James
2806 N. Fifth Street, Unit 403 St. Augustine, FL 32084

RE:	Custody Account, Series 2020	
	Requisitions for Payment	
Dear Bill:		

Below please find a table detailing the enclosed requisition(s) ready for payment from the Districts Acquisition/Construction Trust Account.

PLEASE EXPEDITE PAYMENT TO THE PAYEE(S) AS FOLLOWS:

All checks should be sent overnight delivery via UPS

REQUISITION NO.	PAYEE	AMOUNT	
SUP-1	Besch & Smith	$38,916.65	

If you have any questions regarding this request, please do not hesitate to call me at (904) 436-6270. Thank you for your prompt attention to this matter.

Sincerely,
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT

Melissa Dobbins District Manager

DocuSign Envelope ID: AA2D5933-A884-4D24-B0F2-D775BC73EA7B

TROUT CREEK COD
FORM OF REQUISITION FOR SERIES 2020
The undersigned,  an Authorized  Officer of Trout Creek Community  Development  District  (the "District")   hereby submits the following requisition   for   disbursement    under   and pursuant to the terms of the Master Trust Indenture from the District to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as   of September 2020 (the   "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of September 2020
(the Master Indenture  as amended and  supplemented  is hereinafter referred to as the i n denture") (all capitalized  terms used herein shall have the meaning ascribed to such term in the Indenture):

August 26, 2020

Requisition Number: SUP 1

Name of Payee:	Besch and Smith Civil Group, Inc.
345 Cumberland Industrial Ct St. Augustine, FL 32095

Amount Payable: $38,916.65

Pay Application #1

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The undersigned  hereby certifies that the obligations in the stated amount set forth above have been incurred  by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account, and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents a Cost of the 2020 Project, and has not previously been paid or this requisition is for Costs oflssuance payable from the Costs oflssuance Account that 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.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall be attached a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY
DEVEI
alA,Jvw; t S°Wtitl

- - - - - - - - - - - - - - - -

BY:
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COSTOF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2020 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2020 Project with res ect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First SupP, enta - - _, e, as such report shall have been amended or modified on the date hereof.

Tab 6

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT FORM OF REQUISITION FOR SERIES 2020 PROJECT

The undersigned, an Authorized Officer of Trout Creek Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, as trustee (the "Trustee"), dated as of February 1, 2015 (the "Master Indenture"), as supplemented by the Third Supplemental Trust Indenture from the District to the Trustee, dated as of October 1, 2020 (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

Requisition Number: 1

Name of Payee:  WFC ASHFORD MILLS OWNER VII, L.L.C.

Amount Payable: $3,500,000.00

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments or state Costs of Issuance, if applicable):

PURSUANT TO SECTION 4 OF THE CONSTRUCTION FUNDING AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND WFC ASHFORD MILLS OWNER VII, L.L.C., DATED JUNE 9, 2016, THE FUNDS PROVIDED BY THE DEVELOPER PURSUANT TO SAID AGREEMENT ARE INTENDED TO BE PROPERLY REIMBURSEABLE FROM THE PROCEEDS OF THE SERIES 2020 BONDS. THE FUNDS ELIGIBLE FOR REPAYMENT ARE IDENTIFIED IN EXHIBIT A ATTACHED HERETO.
Fund or Account and subaccount, if any, from which disbursement to be made:
SERIES 2020 ACQUISITION AND CONSTRUCTION ACCOUNT

The undersigned hereby certifies that:

   obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account referenced above, that each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Series 2020 Project and each represents a Cost of the Series 2020 Project, and has not previously been paid out of such Account;

OR

this requisition is for costs of issuance payable from the Series 2020 Costs of Issuance Account that has not previously been paid out of such Account.

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 services rendered with respect to which disbursement is hereby requested are on file with the District.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

By:		 Authorized Officer

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY

If this requisition is for a disbursement from other than the Series 2020 Costs of Issuance Account, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Series 2020 Project and is consistent with (i) the applicable acquisition or construction contract, (ii) the plans and specifications for the portion of the Series 2020 Project with respect to which such disbursement is being made, and (iii) the report of the Consulting Engineer attached as an exhibit to the Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

By:		 Consulting Engineer

EXHIBIT A

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
CUSTODY ACCOUNT - SERIES 2018

Construction Cu tody Account Activity Through August 31, 2020

04/30/20	cus 89	Vallencourt Construction	(60,354.68)	Cleared	
04/30/20	cus 90	Vallencourt Construction	(410,408.26)	Cleared	
04/30/20	cus 91	Vallencourt Construction	(405,239.10)	Cleared	
04/30/20	cus 92	Vallencourt Construction	(441,637.35)	Cleared	
05/31/20	CUS93	Prosser Inc.	(9,849.61)	Cleared	
05/31/20	CUS94	Sundancer Sign Graphics	(18,015.00)	Cleared	
05/31/20	cus 95	Sunstate Nursery & Landscaping Inc	(! 78,650.00)	Cleared	
05/31/20	cus 96	Vallencourt Construction	(330,828.33)	Cleared	
05/31/20	CUS97	Vallencourt Construction	(400,898.74)	Cleared	
06/24/20	cus 98	Prosser Inc.	(78,644.38)	Cleared	
06/24/20	cus 99	Vallencourt Construction	(167,870.72)	Cleared	
06/24/20	cus 100	Vallencourt Construction	(83,245.52)	Cleared	
06/24/20	cus 101	Vallencourt Construction	(156,870.1 I)	Cleared	
07/30/20
07/30/20	cus 102
cus 103	C&H Marine Construction Prosser Inc.	(25,256.00)
(7,389.00)	Cleared Cleared	
07/30/20	cus 104	Sundancer Sign Graphics	(32,550.00)	Cleared	
07/30/20	cus 105	Sunstate Nursery & Landscaping Inc	(266,334.16)	Cleared	
07/30/20
08/26/20	cus 106
cus 107	Vallencourt Construction
Void	( I48,520.71)
0.00	AP
Void	
08/26/20	cus 108	Hopping Green & Sams	(2,645.00)	AP	
08/26/20	cus 109	Prosser Inc.	(15,278.3 I)	AP	
08/26/20
08/26/20	cus 110
cus 111	Sundancer Sign Graphics
Sunstate Nursery & Landscaping Inc	(14,665.00)
(229,126.05)	AP
AP	

Total Construction Requisitions:	(8,655,242.73)

Total Requisitions:	(8,655,242.73)
Retainage:  		(7_7,_90_06_._11 )
Total Outflows:	(9,434,248.84)

Series 2018 Con truction Custody Fund Balance at August 31, 2020=$=======(0=.00=)

Outstanding Contracts, net of retainage:
Prosser	$	22,725.00	
Sunstate Nursery & Landscaping	100,524.66	
Vallencourt Construction, Inc.	238,913.98	

Contract Sub Total	362,163.64

Committed Funds to be Provided by Developer $	357,331.80

TROUT CREEK COMMUNITY DEVELOPM ENT DISTRICT
Supplementa l Construction Account- Series 2020

Construction & COi Account Activity Through August 31, 2020

Inflows:	Developer Contribution
Due from Developer		$
43,240.72		
		
Total Inflows:	
43,240.72		
Outflows:	Requisitions				
Requisition Date	Requisition
Number	Contractor		
Amount	Status
As of 08/31/20	

8/26/2020	

SUP I	Besch & Smith Civil Group		

(38,916.65)	

AP	
		Total Requisitions:	(38,916.65)		
		
Total Requisitions:	
(38,916.65)		
Retainage:  	-(''424'_-.0,3_7)"-
Total Outflows:	(43,240.72)

Series 2020 Construction Fund Balance at August 31, 2020=$=======(0=.0=0)

Outstanding Contracts, net of retainage:
Besch & Smith Civil Group	$	4,259,614.86

Contract Sub Total 	4,'-_5_9'-,6_1_4_.8_6_

Committed Funds to be Provided by Developer_s	4_,z_s_9_,6_1_4_.s_6_

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FLORIDA 32084

December 4, 2020

RIZZETTA & COMPANY, INC.
Trout Creek, Custody Account Attn: Bill James
2806 N. Fifth Street, Unit 403 St. Augustine, FL 32084

RE:	Custody Account, Series 2020	
	Requisitions for Payment	
Dear Bill:		

Below please find a table detailing the enclosed requisition(s) ready for payment from the Districts Acquisition/Construction Trust Account.

PLEASE EXPEDITE PAYMENT TO THE PAYEE(S) AS FOLLOWS:

All checks should be sent overnight delivery via UPS

REQUISITION NO.	PAYEE	AMOUNT	
CUS 2	Besch & Smith	$323,668.12	
CUS 3	Besch & Smith	$131,991.26	

If you have any questions regarding this request, please do not hesitate to call me at (904) 436-6270. Thank you for your prompt attention to this matter.

Sincerely,
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT

Melissa Dobbins District Manager

DocuSign Envelope ID: 2AA788FA-C2A1-40A0-8813-DE04EF91E795

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2020
The undersigned, an Authorized Officer of Trout Creek Community Development District (the "District")   hereby submits the following requisition for disbursement  under and pursuant to the terms of the Master Trust Indenture from the District to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as of September 2020 (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of September 2020
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

November 13, 2020

Requisition Number: CUS 2

Name of Payee:	Besch and Smith Civil Group, Inc.
345 fumberland Industrial Ct St. Augustine, FL 32095

Amount Payable: $323,668.12 /

Pay Application #2

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The undersigned hereby certifies that the obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account, and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents   a Cost of the 2020 Project, and has not previously been paid or this requisition is for Costs of Issuance payable from the Costs of Issuance Account that 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.

If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall be attached a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

- - - - - - - - - - - - - - - -

BY:
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

p--

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2020 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2020 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supplemental Indenture, as such report shall have been
=<nded o, modified on fu, &re h= f.

BY:
D=

I O	.--/
1-=s -= T=RI-==c=T-==E-±G-c =INE =-E=-R  -    -    -

DocuSign Envelope ID: 2AA788FA-C2A1-40A0-8813-DE04EF91E795

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2020
The undersigned, an  Authorized  Officer of Trout Creek  Community  Development  District  (the "District")   hereby submits the following   requisition   for disbursement    under   and pursuant to the terms of the Master Trust Indenture from the District to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") dated as   of September 2020 (the   "Master Indenture"), as amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of  September 2020
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

November 13, 2020

Requisition Number: CUS 3

Name of Payee:	Besch and Smith Civil Group, Inc.
345 Cumberland Industrial Ct St. Augustine, FL 32095

Amount Payable: $131,991.26

Pay Application #3

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The  undersigned  hereby certifies that the obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account, and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents a Cost of the 2020 Project, and has not previously been paid or this requisition is for Costs oflssuance payable from the Costs oflssuance Account that 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.
I
I
If this requisition is for a disbursement from other than the Costs of Issuance Account or for payment of capitalized interest, there shall be attached a resolution of the Governing Body of the District approving this requisition or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

1ROUT CREEK COMMUNITY DEVELOPMENT DIS1RICT

- - - - - - - - - - - - - - - -

BY:
CHAIRMAN OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition is for a disbursement for other than Capitalized Interest or Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2020 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for portion of the 2020 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supplemental Indenture, as such report shall have been
amended or modified on the date hereof.

BY : _
=n1-=s=1R=I-==c=Tc-±.--G=- =INE-=E-=R-    -    -

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 2806 N. FIFTH STREET · UNIT 403 · ST. AUGUSTINE, FLORIDA 32084

February 4, 2021

RIZZETTA & COMPANY, INC.
Trout Creek, Custody Account Attn: Bill James
2806 N. Fifth Street, Unit 403 St. Augustine, FL 32084

RE:	Custody Account, Series 2020	
	Requisitions for Payment	
Dear Bill:		

Below please find a table detailing the enclosed requisition(s) ready for payment from the Districts Acquisition/Construction Trust Account.

PLEASE EXPEDITE PAYMENT TO THE PAYEE(S) AS FOLLOWS:

All checks should be sent overnight delivery via UPS

REQUISITION NO.	PAYEE	AMOUNT	
CUS 4	Besch & Smith	$245,868.29	
CUS 5	Besch & Smith	$179,219.12	

If you have any questions regarding this request, please do not hesitate to call me at (904) 436-6270. Thank you for your prompt attention to this matter.

Sincerely,
TROUT CREEK
COMMUNITY DEVELOPMENT DISTRICT

Melissa Dobbins District Manager

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2020

The   undersigned,  an  Authorized   Officer  of Trout Creek   Community   Development   District    (the "District")    hereby  submits the   following   requisition   for   disbursement   under   and  pursuant  to the terms of the Master  Trust Indenture from the District  to The Bank of New  York Mellon Trust Company, N.A., as trustee  (the "Trustee") dated  as   of September 4020  (the   "Master Indenture") ,  as  amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of September 2020
(the  Master I nden tu re  as  amended and  supplemented  is hereinafter  referred  to  as  the  in  denture")  (all  capitalized  tenns used herein shall have the meaning ascribed to such term in the Indenture):

January 29, 2021

Requisition Number: CUS 4

Name of Payee:	Besch and Smith Civil Group, Inc.
345 Cumberland Industrial Ct St. Augustine, FL 32095

Amount Payable: $245,868.29

Pay Application #4

Fund or Account and Subaccount, if a n y ,  from which disbursement to be made : SunTrust Custody Account

The undersigned hereby certifies that the obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account, and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in c01mection with the acquisition and construction of the 2018 Project and each represents  a Cost of the 2020 Project, and has not previously  been paid or this requisition is for Costs oflssuance payable from the Costs oflssuance Account that 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.

If this requisition is for a disbursement from other than  the Costs of Issuance Account or for payment  of capitalized inte rest,  there shall  be attached  a resolution of the Governing  Body of the District  approving  this  requisition or approving  the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT
BY	 		Q_ 
CHAA	N OR VICE-CHAIRMAN

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

'rS

If this requisition  is for a disbursement  for other  than  Capitalized  Interest  or Costs of Issuance,  the  undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2020 Project and is consistent with: (i) the applicable acquisition or construction contract ; (ii) the plans and specifications for  portion of the 2020 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supplem ntal Indenture, as such report shall have been

= <led " modified oo th, dste bcrrof.

BY: =n=TI=sR=I c=T-l='cN-"G"'=r=n-=E=E=R--\c---+--  -

TROUT CREEK CDD
FORM OF REQUISITION FOR SERIES 2020

The  undersigned,  an  Authorized   Officer  of Trout Creek   Community   Development   District    (the "District")    hereby  submits the  following   requisition   for   disbursement   under   and  pursuant to the terms of the Master  Trust Indenture from  the District   to The Bank of New  York Mellon Trust Company,  N.A., as trustee  (the "Trustee") dated  as   of September 2020  (the   "Master Indenture"),  as  amended and supplemented by the First Supplemental Indenture from the District to the Trustee, dated as of September 2020
(the Master Indenture as amended and supplemented is hereinafter referred to as the in denture") (all capitalized tenns used herein shall have the meaning ascribed to such tem1 in the Indenture):

January 29, 2021

Requisition Number: CVS 5

Name of Payee:	Besch and Smith Civil Group, Inc.
345 Cumberland Industrial Ct St. Augustine, FL 32095

Amount Payable: $179,219.12

Pay Application #5

Fund or Account and Subaccount, if any, from which disbursement to be made: SunTrust Custody Account

The undersigned hereby certifies that the obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Series 2020 Acquisition and Construction Account, and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the 2018 Project and each represents  a Cost of the 2020 Project , and has not previously been paid or this requisition is for Costs of Issuance payable from the Costs of Issuance Account that 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.

Tf this requisition is for a disbursement from other than the Costs of Issuance Account or for payment  of capitalized interest ,  there shall  be attached   a resolution of the Governing  Body of the District approving  this  requisition  or approving the specific contract with respect to which disbursements pursuant to this requisition are due and payable.
Attached hereto are copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested.

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

CHAIRMAN OR VICE-CHAI

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND CAPITALIZED INTEREST REQUESTS ONLY

If this requisition  is for a disbursement  for other  than  Capitalized Interest  or Costs of Issuance,  the  undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the 2020 Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for  portion of the 2020 Project with respect to which such disbursement is being made; and, (iii) the report of the Consulting Engineer attached as an Exhibit to the First Supplemental Indenture,  as such report shall have been amended or modified on the date hereof.

BY: =D--=-Is=T=RI=-=f=c=-==--=-==="'=,,	_

STAFF REPORTS

District Counsel

District Engineer

Construction Administrator

Landscape Maintenance

Amenity and Maintenance

District Manager

BUSINESS ITEMS

Tab 7

RESOLUTION 2021-09

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT DIRECTING THE CHAIRMAN AND DISTRICT STAFF TO FILE A PETITION WITH ST. JOHNS COUNTY, FLORIDA, REQUESTING THE PASSAGE OF AN ORDINANCE AMENDING THE DISTRICT’S BOUNDARIES, AND AUTHORIZING SUCH OTHER ACTIONS AS ARE NECESSARY IN FURTHERANCE OF THE BOUNDARY AMENDMENT PROCESS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Trout Creek Community Development District (“District”) is a unit of special- purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes (“Uniform Act”), and St. Johns County Ordinance No. 2014- 44 (“Ordinance”); and

WHEREAS, pursuant to the Uniform Act, the District is authorized to construct, acquire, and maintain infrastructure improvements and services including, but not limited to, master stormwater system, water and sewer system, roadway improvements, master utilities, landscape and hardscape improvements, recreation improvements, and other infrastructure; and

WHEREAS, the District presently consists of 997.90 acres, more or less, as more fully described in the Ordinance; and

WHEREAS, the District desires to amend its boundaries to include certain property which property is generally depicted in Exhibit A attached hereto and incorporated herein by reference (“Expansion Area”) and upon which property the District intends to construct, acquire, and maintain infrastructure improvements and services; and

WHEREAS, the amendment proposed is within the amendment size restrictions contained within Section 190.046(1), Florida Statutes; and

WHEREAS, the District will obtain written consent to the expansion of the District by the landowners of the lands included in the Expansion Area; and

WHEREAS, the proposed boundary amendment is in the best interests of the District and the area of land within the proposed amended boundaries of the District will continue to be of sufficient size, sufficiently compact, and sufficiently contiguous to be developable as one functionally related community; and

WHEREAS, for the area of land within the amended boundaries of the District, the District is the best alternative available for delivering community development services and facilities; and

WHEREAS, the expansion of land to the District in the Expansion Area is not inconsistent with either the State or local comprehensive plan; and

WHEREAS, the area of land that will lie in the amended boundaries of the District is amenable to separate special district government; and

WHEREAS, in order to seek a boundary amendment pursuant to Chapter 190, Florida Statutes, the District desires to authorize District staff, including but not limited to legal, engineering, and managerial staff, to provide such services as are necessary throughout the pendency of the boundary amendment process; and

WHEREAS, the retention of any necessary consultants and the work to be performed by District staff may require the expenditure of certain fees, costs, and other expenses by the District as authorized by the District’s Board of Supervisors (“Board”); and

WHEREAS, the District desires to petition to amend its boundaries in accordance with the procedures and processes described in Chapter 190, Florida Statutes, which processes include the preparation of a petition to St. Johns County, Florida, and such other actions as are necessary in furtherance of the boundary amendment process.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The recitals as stated above are true and correct and by this reference are incorporated into and form a material part of this Resolution.

SECTION 2. The Board hereby directs the Chairman and District staff to proceed in an expeditious manner with the preparation and filing of a petition and related materials with St. Johns County to seek the amendment of the District’s boundaries to include the lands within the Expansion Area, pursuant to Chapter 190, Florida Statutes, and authorizes the prosecution of the procedural requirements detailed in Chapter 190, Florida Statutes, for the amendment of the District’s boundaries.

SECTION 3. The Board hereby authorizes the District Chairperson, Katie S. Buchanan, and Sarah S. Warren to act as agents of the District with regard to any and all matters pertaining to the petition to St. Johns County to amend the boundaries of the District.

SECTION 4. This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this	day of	, 2021.

ATTEST:		TROUT CREEK COMMUNITY	
		DEVELOPMENT DISTRICT	
			
Assistant Secretary		Chairperson, Board of Supervisors	

Exhibit A: Depiction of Expansion Area

EXHIBIT A BOUNDARIES OF EXPANSION AREA

COUNTY ROAD NO. 210  W
(100' R/W)

N
I

SHE-RW-TER CDD P-RCEL 2

SHE-RW- TER CDD

SHE-RW- TER CDD P-RCEL 3

/

SHE-RW- TER CDD P-RCEL 4

COUNTY ROAD NO. 16-A
(VARIABLE WIDTH R/W)

1000	0

---

DENOTES SHEARWATER LANDS NOT INCLUDED

GRAPHIC	SCALE

500
I

1000
I

2000
I

4000
I

SHEARWATER CDD PARCEL 2

A PORTION OF TRACT 18 AS SHOWN ON THE PLAT OF SHEARWATER PHASE 1B WEST, RECORDED IN MAP BOOK 81, PAGES 61 THROUGH 79, INCLUSIVE, OF THE PUBLIC RECORDS OF ST. JOHNS COUNTY, FLORIDA, A PORTION OF TRACT 2A-42, AS SHOWN ON THE PLAT OF SHEARWATER PHASE 2A, AS RECORDED IN MAP BOOK 89, PAGES 1 THROUGH 17, INCLUSIVE, OF SAID PUBLIC RECORDS, A PORTION OF TRACTS 2D-22 AND 2D-27, AS SHOWN ON THE PLAT OF SHEARWATER PHASE 2D, AS RECORDED IN MAP BOOK 101, PAGES 16 THROUGH 34, INCLUSIVE, OF SAID PUBLIC RECORDS AND A PORTION OF SECTIONS 27, 34 AND A PORTION OF THE FRANCIS BRADY GRANT, SECTION 41, ALL LYING IN TOWNSHIP 5 SOUTH, RANGE 27 EAST ST. JOHNS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGIN AT THE SOUTHWEST CORNER OF SAID TRACT 18; THENCE SOUTH 21°03'06" WEST, ALONG THE EASTERLY LINE OF THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 1287, PAGE 801, OF THE SAID PUBLIC RECORDS, 2089.58 FEET; THENCE SOUTH 78°13'20" EAST, 20.36 FEET; THENCE SOUTH 50°20'23" EAST, 57.25 FEET; THENCE SOUTH 74°37'02" EAST, 65.11 FEET; THENCE SOUTH
36°37'19" EAST, 160.18 FEET; THENCE SOUTH 49°38'07" EAST, 69.24 FEET; THENCE SOUTH 27°55'04"
EAST, 48.82 FEET; THENCE SOUTH 05°16'23" EAST, 216.06 FEET; THENCE SOUTH 08°49'30" EAST, 241.37
FEET; THENCE SOUTH 10°08'00" EAST, 48.01 FEET; THENCE SOUTH 11°27'09" EAST, 324.36 FEET;
THENCE SOUTH 19°51'55" EAST, 48.16 FEET; THENCE SOUTH 01°12'58" WEST, 292.22 FEET; THENCE
SOUTH 42°28'14" WEST, 621.07 FEET; THENCE SOUTH 59°45'55" WEST, 36.42 FEET; THENCE NORTH
86°57'59" WEST, 114.80 FEET; THENCE NORTH 43°48'19" WEST, 59.76 FEET; THENCE SOUTH 87°54'15"
WEST, 267.83 FEET; THENCE SOUTH 35°39'49" WEST, 23.86 FEET; THENCE SOUTH 53°52'56" EAST,
748.41 FEET; THENCE NORTH 36°07'04" EAST, 500.00 FEET; THENCE SOUTH 53°52'56" EAST, 197.40 FEET, TO THE POINT OF CURVATURE OF A CURVE LEADING SOUTHEASTERLY; THENCE SOUTHEASTERLY, ALONG AND AROUND THE ARC OF SAID CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF
627.96 FEET, AN ARC DISTANCE OF 294.89 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 67°20'07" EAST, 292.19 FEET, TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 80°47'19" EAST, 945.14 FEET; THENCE NORTH 09°12'41" EAST, 293.33 FEET; THENCE NORTH 25°46'42" WEST, 48.53 FEET; THENCE NORTH 19°23'36" WEST, 98.94 FEET; THENCE NORTH 12°37'43" WEST, 71.45 FEET; THENCE NORTH 12°28'08" EAST, 65.65 FEET; THENCE NORTH 09°02'37" EAST, 781.00 FEET; THENCE NORTH 26°24'11" EAST, 434.95 FEET; THENCE NORTH 60°58'52" EAST,
592.53 FEET; THENCE NORTH 45°13'40" EAST, 483.30 FEET; THENCE NORTH 06°48'06" EAST, 370.35 FEET; THENCE NORTH 04°13'21" WEST, 95.45 FEET; THENCE NORTH 10°40'44" EAST, 43.69 FEET; THENCE NORTH 36°55'49" EAST, 368.31 FEET; THENCE NORTH 62°13'53" WEST, 294.58 FEET; THENCE NORTH 74°34'14" WEST, 401.74 FEET; THENCE NORTH 56°13'46" WEST, 152.75 FEET; THENCE NORTH 52°45'43" WEST, 562.20 FEET; THENCE NORTH 56°47'31" WEST, 97.59 FEET; THENCE NORTH 27°53'45" WEST, 113.93 FEET; THENCE NORTH 36°42'23" WEST, 851.63 FEET; THENCE NORTH 03°00'55" WEST,
394.52 FEET; THENCE NORTH 05°54'41" EAST, 27.74 FEET; THENCE NORTH 01°03'55" EAST, 465.98 FEET;

THENCE NORTH 08°08'14" EAST, 24.21 FEET; THENCE NORTH 68°41'56" WEST, 103.90 FEET, TO THE WESTERLY LINE OF AFORESAID TRACT 18; THENCE SOUTH 21°18'04" WEST, ALONG LAST SAID LINE, 1448.83 FEET, TO THE POINT OF BEGINNING.

CONTAINING 204.36 ACRES, MORE OR LESS.

SHEARWATER CDD PARCEL 3

A PORTION OF SECTIONS 33 AND 34, TOWNSHIP 5 SOUTH, RANGE 27 EAST ST. JOHNS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHWEST CORNER OF TRACT 18 AS SHOWN ON THE PLAT OF SHEARWATER PHASE 1B WEST, RECORDED IN MAP BOOK 81, PAGES 61 THROUGH 79, INCLUSIVE, OF THE PUBLIC RECORDS OF ST. JOHNS COUNTY, FLORIDA; THENCE SOUTH 21°03'06" WEST, ALONG THE EASTERLY LINE OF THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 1287, PAGE 801, OF THE SAID PUBLIC RECORDS AND ALONG THE EASTERLY LINE OF THE PLAT OF BREAKAWAY TRAILS, RECORDED IN MAP BOOK 49, PAGES 78 THROUGH 91, INCLUSIVE, OF SAID PUBLIC RECORDS, 4048.25 FEET; THENCE SOUTH 17°54'04" WEST, ALONG LAST SAID LINE, 51.32 FEET, TO THE POINT OF BEGINNING; THENCE SOUTHWESTERLY, CONTINUING ALONG SAID EASTERLY LINE OF BREAKAWAY TRAILS, RUN THE FOLLOWING THREE (3) COURSES AND DISTANCES: COURSE NO. 1: SOUTH 17°54'04" WEST, 2676.79 FEET, TO THE POINT OF CURVATURE OF A CURVE LEADING SOUTHWESTERLY; COURSE NO. 2: SOUTHWESTERLY , ALONG AND AROUND THE ARC OF SAID CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 112.13 FEET, AN ARC DISTANCE OF 81.25 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 38°39'58" WEST, 79.48 FEET TO THE POINT OF TANGENCY OF SAID CURVE; COURSE NO. 3: SOUTH 59°24'35" WEST, A DISTANCE OF 607.60 FEET, TO THE WESTERLY LINE OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33; THENCE SOUTH 02°33'37" EAST, ALONG LAST SAID LINE, 67.62 FEET TO THE NORTHERLY LINE OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33; THENCE NORTH 89°04'17" EAST, ALONG LAST SAID LINE, 1343.18 FEET TO THE NORTHERLY LINE OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 34; THENCE NORTH 88°50'22" EAST, ALONG LAST SAID LINE, 1305.22 FEET; THENCE NORTH 00°20'25" EAST,
212.74 FEET; THENCE NORTH 32°49'06" WEST, 154.08 FEET; THENCE SOUTH 87°17'02" WEST, 362.42 FEET; THENCE SOUTH 88°09'14" WEST, 125.55 FEET; THENCE NORTH 51°50'27" WEST, 81.98 FEET; THENCE NORTH 49°12'33" WEST, 95.65 FEET; THENCE NORTH 32°45'29" WEST, 19.33 FEET; THENCE NORTH 09°05'53" WEST, 17.90 FEET; THENCE NORTH 17°03'12" WEST, 446.49 FEET; THENCE NORTH 45°44'27" EAST, 555.70 FEET; THENCE NORTH 83°29'16" EAST, 212.93 FEET; THENCE NORTH 83°59'31" EAST, 116.40 FEET; THENCE SOUTH 89°15'54" EAST, 97.39 FEET; THENCE SOUTH 79°19'05" EAST, 150.77 FEET; THENCE NORTH 71°04'12" EAST, 160.26 FEET; THENCE NORTH 64°36'20" EAST, 119.01 FEET; THENCE NORTH 49°30'11" EAST, 153.41 FEET; THENCE NORTH 58°34'33" EAST, 95.54 FEET; THENCE NORTH 23°38'34" EAST, 67.62 FEET; THENCE NORTH 75°01'56" WEST, 603.93 FEET; THENCE NORTH 16°58'39" EAST, 178.40 FEET; THENCE NORTH 15°11'33" WEST, 43.75 FEET; THENCE NORTH 32°26'06" WEST, 20.91 FEET; THENCE NORTH 56°28'22" WEST, 42.62 FEET; THENCE NORTH 74°38'11" WEST, 39.58 FEET; THENCE SOUTH 81°11'14" WEST, 36.51 FEET; THENCE SOUTH 60°47'36" WEST, 29.17 FEET; THENCE SOUTH 40°16'36" WEST, 74.13 FEET; THENCE SOUTH 22°08'01" WEST, 46.91 FEET; THENCE SOUTH 32°07'04" WEST, 80.59 FEET, TO THE ARC OF A CURVE LEADING NORTHWESTERLY; THENCE NORTHWESTERLY, ALONG AND AROUND THE ARC OF SAID CURVE, CONCAVE NORTHEASTERLY, HAVING

A RADIUS OF 1577.96 FEET, AN ARC DISTANCE OF 340.67 FEET, SAID ARC BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 60°04'02" WEST, 340.01 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 53°52'56" WEST, 197.40 FEET; THENCE NORTH 36°07'04" EAST, 300.00 FEET; THENCE NORTH 53°52'56" WEST, 971.70 FEET, TO THE POINT OF BEGINNING.

CONTAINING 91.90 ACRES, MORE OR LESS.

SHEARWATER CDD PARCEL 4

A PORTION OF SECTION 34, TOWNSHIP 5 SOUTH, RANGE 27 EAST, ST. JOHNS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE INTERSECTION OF THE EASTERLY LINE OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 34, WITH THE NORTHERLY RIGHT OF WAY LINE OF COUNTY ROAD 16- A (A VARIABLE WIDTH RIGHT OF WAY, AS NOW ESTABLISHED); THENCE NORTH 88°59'37" EAST, ALONG SAID THE NORTHERLY RIGHT OF WAY LINE OF COUNTY ROAD 16-A, 1156.65 FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 88°59'37" EAST, ALONG SAID THE NORTHERLY RIGHT OF WAY LINE OF COUNTY ROAD 16-A, 202.59 FEET, TO THE WESTERLY LINE OF THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS 3955, PAGE 1006, OF THE PUBLIC RECORDS OF SAID ST. JOHNS COUNTY; THENCE NORTH 01°00'23" WEST, ALONG LAST SAID LINE, 619.36 FEET; THENCE NORTH 36°41'14" EAST, ALONG LAST SAID LINE, 290.29 FEET, TO THE SOUTHERLY LINE OF LAST SAID LANDS; THENCE NORTH 57°07'42" WEST, ALONG LAST SAID LINE, 337.17 FEET; THENCE SOUTH 51°12'02" WEST, ALONG LAST SAID LINE, 126.50 FEET; THENCE SOUTH 00°59'42" EAST, 959.49 FEET, TO THE POINT OF BEGINNING.

CONTAINING 5.36 ACRES, MORE OR LESS

Tab 8

BOUNDARY AMENDMENT FUNDING AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND WFC ASHFORD MILLS OWNER VII, LLC

This Agreement is made and entered into this      _ day of	, 2021, by and between:

Trout Creek Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in St. Johns County, Florida ("District"), and

WFC Ashford Mills Owner VII, LLC, a Delaware limited liability company and a Developer in the District ("Landowner").

RECITALS

WHEREAS, the District was established by an ordinance adopted by the County Commission of St. Johns County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, pursuant to the Uniform Act, the District is authorized to construct, acquire, and maintain infrastructure improvements and services; and

WHEREAS, the District presently consists of 997.90 acres, more or less; and

WHEREAS, the Landowner has approached the District and requested the District petition to amend its boundaries to include approximately	acres of lands; and

WHEREAS, the amendment proposed by the Landowner will result in the District being comprised of approximately	acres; and

WHEREAS, the District agrees to petition to amend its boundary in accordance with the procedures and processes described in Chapter 190, Florida Statutes, which processes include the preparation of a petition to the County Commission of St. Johns County, Florida and such other actions as are necessary in furtherance of the boundary amendment process; and

WHEREAS, in order to seek a boundary amendment pursuant to Chapter 190, Florida Statutes, the District desires to authorize District staff, including but not limited to legal, engineering, and managerial staff, to provide such services as are necessary throughout the boundary amendment process; and

WHEREAS, any such work shall only be performed in accord with the authorizations of the District’s Board of Supervisors; and

WHEREAS, the retention of any necessary consultants and the work to be performed by District Staff may require the expenditure of certain fees, costs, and other expenses by the District as authorized by the District’s Board of Supervisors; and

WHEREAS, the Landowner desires to provide sufficient funds to the District to reimburse the District for any such expenditures including but not limited to legal, engineering, and other consultant fees, filing fees, administrative, and other expenses, if any.

NOW, therefore, based upon good and valuable consideration and mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the parties agree as follows:

PROVISION OF FUNDS. The Landowner agrees to make available to the District such monies as are necessary to enable the District to proceed with the boundary amendment and to provide such monies as are necessary to enable District staff, including legal, engineering, and managerial staff, to assist in the boundary amendment process and proceedings. The Landowner will make such funds available on a monthly basis, within thirty (30) days of a written request by the District. The funds shall be placed in the District's depository as determined by the District.

DISTRICT USE OF FUNDS. The District agrees to use such funds solely for the fees, costs, and other expenditures accruing or accrued for the purpose of seeking an amendment to the boundaries of the District in accord with Chapter 190, Florida Statutes. The District agrees to use good faith best efforts to proceed in an expeditious manner with the preparation and filing of the petition and related materials to seek the amendment of the District's boundary pursuant to Chapter 190, Florida Statutes, and with the prosecution of the procedural requirements detailed in Chapter 190, Florida Statutes, for the amendment of the District's boundary. The District also agrees to make monthly requests for necessary funds from the Landowner for reimbursement for services of the boundary amendment team, as described in Paragraph One (1) of this Agreement. The District shall not reimburse the Landowner for funds made available to the District under this Agreement.

DEFAULT.   A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief and/or specific performance.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing that is executed by both of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties to this Agreement, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument.

NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to District:	Trout Creek Community Development District
2806 North Fifth Street, Unit 403 St. Augustine, Florida 32084 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: Katie S. Buchanan

If to Landowner:	WFC Ashford Mills Owner VII, L.L.C.
c/o 500 Boylston Street, Suite 2010
Boston, MA 02116
Attn: Jesse Baker and Casey Tischer

With a copy to:	FCM FL, LLC
322 Paseo Reyes Drive Saint Augustine, FL 32095 Attn: Mike McCollum

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

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties to this Agreement and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties to this Agreement any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the parties to this Agreement and their respective representatives, successors, and assigns.

ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

CONTROLLING LAW. This Agreement and the provisions contained herein shall be construed, interpreted, and controlled according to the laws of the State of Florida.

EFFECTIVE DATE. The Agreement shall be effective after execution by both parties to this Agreement and shall remain in effect unless terminated by either of the parties.

PUBLIC RECORDS. Landowner understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement may be public records and will be treated as such in accord with Florida law.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and doubtful language will not be interpreted or construed against any party.

SOVEREIGN IMMUNITY. Landowner agrees that nothing in this Agreement shall constitute or be construed as a waiver of the District's limitations on liability beyond those contained in Section 768.28, Florida Statutes, or other statutes or law.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

IN WITNESS THEREOF, the parties execute this agreement the day and year first written above.

Attest:	TROUT CREEKCOMMUNITY DEVELOPMENT DISTRICT

Assistant Secretary	Name:	 Title: 	

WFC ASHFORD MILLS OWNER VII, L.L.C.,
a Delaware limited liability company

By: WFC Ashford Mills Holdings JV VII, L.L.C.,
a Delaware limited liability company, its Sole Member

By:	FCA Ashford, LLC,
a Delaware limited liability company, its Administrative Member

By:	 Name:
Title: Authorized Signatory

Tab 9

AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND VALLENCOURT CONSTRUCTION COMPANY,
INC., FOR POST COMPLETION FINAL ASPHALT LIFT [PHASE 1C]

THIS AGREEMENT (“Agreement”) is made and entered into this      day of February, 2021, by and between:

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in St. Johns County, Florida, whose mailing address is c/o Rizzetta & Company, Inc., 2806 North Fifth Street, Unit 403, St. Augustine, Florida 32084 (“District”), and

VALLENCOURT CONSTRUCTION COMPANY, INC., a Florida corporation, with a mailing address of 449 Center Street, Green Cove Springs, Florida 32043 (“Contractor”).

RECITALS

WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District previously accepted dedication of master infrastructure improvements for Phase 1C that were constructed and/or installed pursuant to the Construction Contract Agreement (Phase 1C), dated April 4, 2018, between WFC Ashford Mills Owner VII,
L.L.C. and the Contractor; and

WHEREAS, the District now has a need to for the Contractor to provide the labor and materials necessary for the post completion final asphalt lift within the District on roadway improvements previously constructed and/or installed by the Contractor, all as more particularly described in Contractor’s proposal attached hereto as Exhibit A and incorporated herein by this reference; and

WHEREAS, Contractor represents and warrants to the District that it is qualified, capable and willing to provide such services and the District desires to enter into this Agreement with Contractor for the same; and

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

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

SECTION 1.	RECITALS.	The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SECTION 2.	DUTIES.

The duties, obligations, and responsibilities of Contractor are to provide the services, labor and materials to install landscape and irrigation as described in Exhibit A, attached hereto and incorporated herein (“Project”). Contractor shall be solely responsible for the means, manner, and methods by which its duties, obligations, and responsibilities are met to the satisfaction of the District. Contractor shall report directly to the District Manager or his/her designee. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

Should any error or inconsistency appear in the construction specifications, Contractor, before proceeding with the Project, must notify the District for the proper adjustment, and in no case proceed with the Project in uncertainty nor with insufficient drawings.

This Agreement grants to Contractor the right to enter District lands which are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, and regulations.

Changes in the Project, labor, or materials for the Project may be accomplished by change order that demonstrates the written agreement of the District and Contractor upon the change in the Project, the amount of adjustment in compensation, and the extent of adjustment to the date of completion. Any additional compensation for additional duties shall be paid only upon the written authorization of the District Manager or his/her designee.

Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. Additionally, Contractor must clean mud and other debris from the District streets used as access to and from the building site. At completion of the Project, Contractor shall remove from the site waste materials, rubbish, tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up as provided in this Agreement, the District may do so and the cost, if any, shall be reimbursed by Contractor.

SECTION 3. COMPENSATION.

As compensation for the completion of the Project, the District agrees to pay Contractor Thirty-One Thousand Twenty-Six Dollars and Fifteen Cents ($31,026.15). Contractor shall invoice the District monthly for the portions of the

Project completed at the time of the invoice, in accordance with the requirements of subsection 3(D). The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

If the District should desire additional services, Contractor agrees to negotiate in good faith to undertake such additional work or services. However, no additional services shall be provided by Contractor prior to the parties’ successful negotiations of the additional terms and compensation. Upon successful negotiations, the parties shall agree in writing to an addendum, addenda, or change order(s) to this Agreement. Contractor shall be compensated for such agreed upon additional services upon mutual terms agreeable to the parties and agreed to in writing.

The District may require, as a condition precedent to making any payment to Contractor, that all subcontractors, materialmen, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, materialmen, suppliers or laborers, and further require that Contractor provide an affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from Contractor, in a form satisfactory to the District, that any indebtedness of Contractor, as to services to the District, has been paid and that Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workers’ Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, and each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each, the timeframe within which the services were provided, and the address or bank information to which payment is to be remitted. The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

SECTION 4.	OMITTED.

SECTION 5. DATE OF COMPLETION.   Contractor shall complete the Project within ninety (90) calendar days of the issuance of a Notice to Proceed by the District. The completion date may be adjusted to address any delays caused by the District. Contractor and the District recognize that time is of the essence with this Agreement and that the District will suffer financial loss if the Project is not completed within the times specified herein. Contractor and the District acknowledge and agree that the District may terminate this Agreement for cause if Contractor cannot substantially adhere to the agreed upon timing provided in this Section.

SECTION 6. TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing a written notice of termination to Contractor. The District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for any and all material and labor provided up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor.

SECTION 7. WARRANTY. Contractor warrants to the District that all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. Contractor hereby warrants workmanship and materials for one (1) year and agrees to assign any and all of the manufacturers’ warranties to the District. Neither final acceptance of the Project, nor final payment, nor any provisions of this Agreement shall relieve Contractor of the responsibility for defective or deficient materials or services. If any of the services provided under this Agreement are found to be defective, deficient or not in accordance with this Agreement, Contractor shall correct, remove and replace it promptly after receipt of a written notice from the District, and correct and pay for any other damage resulting therefrom to the District property or the property of landowners within the District.

Contractor hereby covenants to the District that it shall perform the services necessary to complete the Project: (i) using its best skill and judgment and in accordance with generally accepted professional and design standards and practices for projects of similar design and complexity as the development occurring within the District; (ii) in compliance with all applicable federal, state, county, municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation, all professional registration (both corporate and individual) for all required basic disciplines that it shall perform; and (iii) in an expeditious and economical manner consistent with the best interest of the District. Contractor hereby covenants to the District that any work product of Contractor shall not call for the use of, nor infringe on any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.

SECTION 8.   INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than
the following:	
Workers’ Compensation	statutory	
General Liability
Bodily Injury (including contractual) Property Damage (including contractual)	
$1,000,000/$2,000,000
$1,000,000/$2,000,000	
Automobile Liability (if applicable)
Bodily Injury and Property Damage	
$1,000,000/$2,000,000	

Contractor shall provide the District with a certificate naming the District, its officers, and employees as an additional insured. At no time shall Contractor be without insurance in the above amounts. No policy may be canceled during the term of this Agreement without at least thirty (30) days’ written notice to the District. An insurance certificate evidencing compliance with this section shall be sent to the District prior to the commencement of any performance under this Agreement.

If Contractor fails to have secured and maintained the required insurance, the District has the right but not the obligation to secure such required insurance in which event Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 9. INDEMNIFICATION.

Contractor agrees to indemnify and hold harmless the District and its officers, staff, and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in performance of services related to this construction contract.

Obligations under this Section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, and paralegals’ fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SECTION 10.	COMPLIANCE WITH GOVERNMENTAL REGULATION.   In performing its
obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor's rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Consistent with Section 9 provided for herein, Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor's failure to comply with the provisions contained

herein.

SECTION 11. LIENS AND CLAIMS. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. Contractor shall keep the District’s property free from any materialmen’s or mechanics’ liens and claims or notices in respect to such liens and claims, which arise by reason of Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that Contractor does not pay or satisfy such claim or lien within five (5) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

SECTION 12.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, 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 such limitations of liability or by operation of law.

SECTION 13. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns.

SECTION 14. INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes.   Contractor shall hire and pay all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor's supervision, direction and control.

In particular, the District will not: i) withhold FICA (Social Security) from Contractor's payments; ii) make state or federal unemployment insurance contributions on Contractor's behalf; iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain Workers' Compensation insurance on behalf of Contractor.

SECTION 15. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Contractor relating to the subject matter of this Agreement. Exhibit A is applicable to the extent that it states the scope of services for the labor and materials and/or the compensation to be provided under this Agreement. Except as otherwise provided herein and to the extent that any provisions of Exhibit A conflict with provisions of this Agreement, this Agreement shall control.

SECTION 16.    AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and Contractor.

SECTION 17. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement and be bound by this Agreement.

SECTION 18. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be hand-delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the parties, as follows:

A.	If to District:	Trout Creek Community Development
District	
		c/o Rizzetta & Company, Inc. 2806 North Fifth Street, Unit 403 St. Augustine, Florida 32084 Attn: District Manager	
	With a copy to:	Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel	
B.	If to Contractor:	Vallencourt Construction Company, Inc. 449 Center Street	
		Green Cove Springs, Florida 32043
Attn:  		

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

sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth in this Agreement.

SECTION 19. ENFORCEMENT OF AGREEMENT. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 20. CONTROLLING LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in St. Johns County, Florida

SECTION 21.   PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Melissa Dobbins (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor 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 Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Contractor’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 Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 436-6270, MDOBBINS@RIZZETTA.COM, OR AT 2806 NORTH FIFTH STREET, UNIT 403, ST. AUGUSTINE, FLORIDA 32084.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

SECTION 25. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully between the parties as an arm’s length transaction. The parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

SECTION 26.    ASSIGNMENT.   Contractor may not assign this Agreement or any monies to become due hereunder without the prior written approval of the District. Any assignments attempted to be made by Contractor without the prior written approval of the District are void.

SECTION 27.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 28. SCRUTINIZED COMPANIES STATEMENT. Contractor 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 Contractor 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.

SECTION 28. E-VERIFY REQUIREMENTS. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor 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. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the parties hereto hav e signed this Agreement  on  the day and year first written above.

ATTEST:	TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

WITNESS:		VALLENCOURT CONSTRUCTION COMPANY, INC.

By-:	--=S=tan-=B=a=-s=-t-e_  	_

It: _

...Vc.....ic.c..c.e.=.-.Pc-.r..e=sident"--     -	-	-	-	-

Exhibit A: Contractor 's Proposal as revised January 7. 2021

EXHIBIT A

TAB 10

AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND VALLENCOURT CONSTRUCTION COMPANY,
INC., FOR POST COMPLETION FINAL ASPHALT LIFT [PHASE 2A]

THIS AGREEMENT (“Agreement”) is made and entered into this      day of February, 2021, by and between:

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in St. Johns County, Florida, whose mailing address is c/o Rizzetta & Company, Inc., 2806 North Fifth Street, Unit 403, St. Augustine, Florida 32084 (“District”), and

VALLENCOURT CONSTRUCTION COMPANY, INC., a Florida corporation, with a mailing address of 449 Center Street, Green Cove Springs, Florida 32043 (“Contractor”).

RECITALS

WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District previously accepted dedication of master infrastructure improvements for Phase 2A that were constructed and/or installed pursuant to the Construction Contract Agreement (Phase 2A), dated June 15, 2017, between WFC Ashford Mills Owner VII,
L.L.C. and the Contractor; and

WHEREAS, the District now has a need to for the Contractor to provide the labor and materials necessary for the post completion final asphalt lift within the District on roadway improvements previously constructed and/or installed by the Contractor, all as more particularly described in Contractor’s proposal attached hereto as Exhibit A and incorporated herein by this reference; and

WHEREAS, Contractor represents and warrants to the District that it is qualified, capable and willing to provide such services and the District desires to enter into this Agreement with Contractor for the same; and

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

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

SECTION 1.	RECITALS.	The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SECTION 2.	DUTIES.

The duties, obligations, and responsibilities of Contractor are to provide the services, labor and materials to install landscape and irrigation as described in Exhibit A, attached hereto and incorporated herein (“Project”). Contractor shall be solely responsible for the means, manner, and methods by which its duties, obligations, and responsibilities are met to the satisfaction of the District. Contractor shall report directly to the District Manager or his/her designee. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

Should any error or inconsistency appear in the construction specifications, Contractor, before proceeding with the Project, must notify the District for the proper adjustment, and in no case proceed with the Project in uncertainty nor with insufficient drawings.

This Agreement grants to Contractor the right to enter District lands which are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, and regulations.

Changes in the Project, labor, or materials for the Project may be accomplished by change order that demonstrates the written agreement of the District and Contractor upon the change in the Project, the amount of adjustment in compensation, and the extent of adjustment to the date of completion. Any additional compensation for additional duties shall be paid only upon the written authorization of the District Manager or his/her designee.

Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. Additionally, Contractor must clean mud and other debris from the District streets used as access to and from the building site. At completion of the Project, Contractor shall remove from the site waste materials, rubbish, tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up as provided in this Agreement, the District may do so and the cost, if any, shall be reimbursed by Contractor.

SECTION 3. COMPENSATION.

As compensation for the completion of the Project, the District agrees to pay Contractor One Hundred Ninety-Three Thousand Sixty-Nine Dollars and Ninety- Three Cents ($193,069.93). Contractor shall invoice the District monthly for the

portions of the Project completed at the time of the invoice, in accordance with the requirements of subsection 3(D). The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

If the District should desire additional services, Contractor agrees to negotiate in good faith to undertake such additional work or services. However, no additional services shall be provided by Contractor prior to the parties’ successful negotiations of the additional terms and compensation. Upon successful negotiations, the parties shall agree in writing to an addendum, addenda, or change order(s) to this Agreement. Contractor shall be compensated for such agreed upon additional services upon mutual terms agreeable to the parties and agreed to in writing.

The District may require, as a condition precedent to making any payment to Contractor, that all subcontractors, materialmen, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, materialmen, suppliers or laborers, and further require that Contractor provide an affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from Contractor, in a form satisfactory to the District, that any indebtedness of Contractor, as to services to the District, has been paid and that Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workers’ Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, and each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each, the timeframe within which the services were provided, and the address or bank information to which payment is to be remitted. The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

SECTION 4.	OMITTED.

SECTION 5. DATE OF COMPLETION.   Contractor shall complete the Project within ninety (90) calendar days of the issuance of a Notice to Proceed by the District. The completion date may be adjusted to address any delays caused by the District. Contractor and the District recognize that time is of the essence with this Agreement and that the District will suffer financial loss if the Project is not completed within the times specified herein. Contractor and the District acknowledge and agree that the District may terminate this Agreement for cause if Contractor cannot substantially adhere to the agreed upon timing provided in this Section.

SECTION 6. TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing a written notice of termination to Contractor. The District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for any and all material and labor provided up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor.

SECTION 7. WARRANTY. Contractor warrants to the District that all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. Contractor hereby warrants workmanship and materials for one (1) year and agrees to assign any and all of the manufacturers’ warranties to the District. Neither final acceptance of the Project, nor final payment, nor any provisions of this Agreement shall relieve Contractor of the responsibility for defective or deficient materials or services. If any of the services provided under this Agreement are found to be defective, deficient or not in accordance with this Agreement, Contractor shall correct, remove and replace it promptly after receipt of a written notice from the District, and correct and pay for any other damage resulting therefrom to the District property or the property of landowners within the District.

Contractor hereby covenants to the District that it shall perform the services necessary to complete the Project: (i) using its best skill and judgment and in accordance with generally accepted professional and design standards and practices for projects of similar design and complexity as the development occurring within the District; (ii) in compliance with all applicable federal, state, county, municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation, all professional registration (both corporate and individual) for all required basic disciplines that it shall perform; and (iii) in an expeditious and economical manner consistent with the best interest of the District. Contractor hereby covenants to the District that any work product of Contractor shall not call for the use of, nor infringe on any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.

SECTION 8.   INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than
the following:	
Workers’ Compensation	statutory	
General Liability
Bodily Injury (including contractual) Property Damage (including contractual)	
$1,000,000/$2,000,000
$1,000,000/$2,000,000	
Automobile Liability (if applicable)
Bodily Injury and Property Damage	
$1,000,000/$2,000,000	

Contractor shall provide the District with a certificate naming the District, its officers, and employees as an additional insured. At no time shall Contractor be without insurance in the above amounts. No policy may be canceled during the term of this Agreement without at least thirty (30) days’ written notice to the District. An insurance certificate evidencing compliance with this section shall be sent to the District prior to the commencement of any performance under this Agreement.

If Contractor fails to have secured and maintained the required insurance, the District has the right but not the obligation to secure such required insurance in which event Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 9. INDEMNIFICATION.

Contractor agrees to indemnify and hold harmless the District and its officers, staff, and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in performance of services related to this construction contract.

Obligations under this Section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, and paralegals’ fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SECTION 10.	COMPLIANCE WITH GOVERNMENTAL REGULATION.   In performing its
obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor's rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Consistent with Section 9 provided for herein, Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor's failure to comply with the provisions contained

herein.

SECTION 11. LIENS AND CLAIMS. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. Contractor shall keep the District’s property free from any materialmen’s or mechanics’ liens and claims or notices in respect to such liens and claims, which arise by reason of Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that Contractor does not pay or satisfy such claim or lien within five (5) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

SECTION 12.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, 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 such limitations of liability or by operation of law.

SECTION 13. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns.

SECTION 14. INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes.   Contractor shall hire and pay all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor's supervision, direction and control.

In particular, the District will not: i) withhold FICA (Social Security) from Contractor's payments; ii) make state or federal unemployment insurance contributions on Contractor's behalf; iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain Workers' Compensation insurance on behalf of Contractor.

SECTION 15. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Contractor relating to the subject matter of this Agreement. Exhibit A is applicable to the extent that it states the scope of services for the labor and materials and/or the compensation to be provided under this Agreement. Except as otherwise provided herein and to the extent that any provisions of Exhibit A conflict with provisions of this Agreement, this Agreement shall control.

SECTION 16.    AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and Contractor.

SECTION 17. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement and be bound by this Agreement.

SECTION 18. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be hand-delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the parties, as follows:

A.	If to District:	Trout Creek Community Development
District	
		c/o Rizzetta & Company, Inc. 2806 North Fifth Street, Unit 403 St. Augustine, Florida 32084 Attn: District Manager	
	With a copy to:	Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel	
B.	If to Contractor:	Vallencourt Construction Company, Inc. 449 Center Street	
		Green Cove Springs, Florida 32043
Attn:  		

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

sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth in this Agreement.

SECTION 19. ENFORCEMENT OF AGREEMENT. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 20. CONTROLLING LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in St. Johns County, Florida

SECTION 21.   PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Melissa Dobbins (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor 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 Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Contractor’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 Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 436-6270, MDOBBINS@RIZZETTA.COM, OR AT 2806 NORTH FIFTH STREET, UNIT 403, ST. AUGUSTINE, FLORIDA 32084.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

SECTION 25. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully between the parties as an arm’s length transaction. The parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

SECTION 26.    ASSIGNMENT.   Contractor may not assign this Agreement or any monies to become due hereunder without the prior written approval of the District. Any assignments attempted to be made by Contractor without the prior written approval of the District are void.

SECTION 27.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 28. SCRUTINIZED COMPANIES STATEMENT. Contractor 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 Contractor 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.

SECTION 28. E-VERIFY REQUIREMENTS. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor 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. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

[Signatures on next page]

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

AT T EST :	TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary • ----

C. ."\:»N,0	oANt:
WITNESS:

 	C		s::a::	
Chairperson. Board of Supervisors

V ALLENCOURT CONSTRUCTION COMPANY, INC.

By:	Stan Bates
Its:	Vice President

Exhibit A: Contractor's Proposal dated February 9, 2021

11

EXHIBIT A

TAB 11

AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND VALLENCOURT CONSTRUCTION COMPANY,
INC., FOR POST COMPLETION FINAL ASPHALT LIFT [PHASE 2C]

THIS AGREEMENT (“Agreement”) is made and entered into this      day of February, 2021, by and between:

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in St. Johns County, Florida, whose mailing address is c/o Rizzetta & Company, Inc., 2806 North Fifth Street, Unit 403, St. Augustine, Florida 32084 (“District”), and

VALLENCOURT CONSTRUCTION COMPANY, INC., a Florida corporation, with a mailing address of 449 Center Street, Green Cove Springs, Florida 32043 (“Contractor”).

RECITALS

WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District had a need to retain an independent contractor to provide the labor and materials necessary for the construction and/or installation of infrastructure improvements for Phase 2C and entered into that certain Standard Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price), dated August 28, 2018, with the Contractor for the completion of those services; and

WHEREAS, the District now has a need to for the Contractor to provide the labor and materials necessary for the post completion final asphalt lift within the District on roadway improvements previously constructed and/or installed by the Contractor, all as more particularly described in Contractor’s proposal attached hereto as Exhibit A and incorporated herein by this reference; and

WHEREAS, Contractor represents and warrants to the District that it is qualified, capable and willing to provide such services and the District desires to enter into this Agreement with Contractor for the same; and

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

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

SECTION 1.	RECITALS.	The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SECTION 2.	DUTIES.

The duties, obligations, and responsibilities of Contractor are to provide the services, labor and materials to install landscape and irrigation as described in Exhibit A, attached hereto and incorporated herein (“Project”). Contractor shall be solely responsible for the means, manner, and methods by which its duties, obligations, and responsibilities are met to the satisfaction of the District. Contractor shall report directly to the District Manager or his/her designee. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

Should any error or inconsistency appear in the construction specifications, Contractor, before proceeding with the Project, must notify the District for the proper adjustment, and in no case proceed with the Project in uncertainty nor with insufficient drawings.

This Agreement grants to Contractor the right to enter District lands which are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, and regulations.

Changes in the Project, labor, or materials for the Project may be accomplished by change order that demonstrates the written agreement of the District and Contractor upon the change in the Project, the amount of adjustment in compensation, and the extent of adjustment to the date of completion. Any additional compensation for additional duties shall be paid only upon the written authorization of the District Manager or his/her designee.

Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. Additionally, Contractor must clean mud and other debris from the District streets used as access to and from the building site. At completion of the Project, Contractor shall remove from the site waste materials, rubbish, tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up as provided in this Agreement, the District may do so and the cost, if any, shall be reimbursed by Contractor.

SECTION 3. COMPENSATION.

As compensation for the completion of the Project, the District agrees to pay Contractor Two Hundred Thirty-One Thousand Ninety-Eight Dollars and Eight- Five Cents ($231,098.85). Contractor shall invoice the District monthly for the

portions of the Project completed at the time of the invoice, in accordance with the requirements of subsection 3(D). The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

If the District should desire additional services, Contractor agrees to negotiate in good faith to undertake such additional work or services. However, no additional services shall be provided by Contractor prior to the parties’ successful negotiations of the additional terms and compensation. Upon successful negotiations, the parties shall agree in writing to an addendum, addenda, or change order(s) to this Agreement. Contractor shall be compensated for such agreed upon additional services upon mutual terms agreeable to the parties and agreed to in writing.

The District may require, as a condition precedent to making any payment to Contractor, that all subcontractors, materialmen, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, materialmen, suppliers or laborers, and further require that Contractor provide an affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from Contractor, in a form satisfactory to the District, that any indebtedness of Contractor, as to services to the District, has been paid and that Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workers’ Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, and each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each, the timeframe within which the services were provided, and the address or bank information to which payment is to be remitted. The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

SECTION 4.	OMITTED.

SECTION 5. DATE OF COMPLETION.   Contractor shall complete the Project within ninety (90) calendar days of the issuance of a Notice to Proceed by the District. The completion date may be adjusted to address any delays caused by the District. Contractor and the District recognize that time is of the essence with this Agreement and that the District will suffer financial loss if the Project is not completed within the times specified herein. Contractor and the District acknowledge and agree that the District may terminate this Agreement for cause if Contractor cannot substantially adhere to the agreed upon timing provided in this Section.

SECTION 6. TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing a written notice of termination to Contractor. The District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for any and all material and labor provided up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor.

SECTION 7. WARRANTY. Contractor warrants to the District that all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. Contractor hereby warrants workmanship and materials for one (1) year and agrees to assign any and all of the manufacturers’ warranties to the District. Neither final acceptance of the Project, nor final payment, nor any provisions of this Agreement shall relieve Contractor of the responsibility for defective or deficient materials or services. If any of the services provided under this Agreement are found to be defective, deficient or not in accordance with this Agreement, Contractor shall correct, remove and replace it promptly after receipt of a written notice from the District, and correct and pay for any other damage resulting therefrom to the District property or the property of landowners within the District.

Contractor hereby covenants to the District that it shall perform the services necessary to complete the Project: (i) using its best skill and judgment and in accordance with generally accepted professional and design standards and practices for projects of similar design and complexity as the development occurring within the District; (ii) in compliance with all applicable federal, state, county, municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation, all professional registration (both corporate and individual) for all required basic disciplines that it shall perform; and (iii) in an expeditious and economical manner consistent with the best interest of the District. Contractor hereby covenants to the District that any work product of Contractor shall not call for the use of, nor infringe on any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.

SECTION 8.   INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than
the following:	
Workers’ Compensation	statutory	
General Liability
Bodily Injury (including contractual) Property Damage (including contractual)	
$1,000,000/$2,000,000
$1,000,000/$2,000,000	
Automobile Liability (if applicable)
Bodily Injury and Property Damage	
$1,000,000/$2,000,000	

Contractor shall provide the District with a certificate naming the District, its officers, and employees as an additional insured. At no time shall Contractor be without insurance in the above amounts. No policy may be canceled during the term of this Agreement without at least thirty (30) days’ written notice to the District. An insurance certificate evidencing compliance with this section shall be sent to the District prior to the commencement of any performance under this Agreement.

If Contractor fails to have secured and maintained the required insurance, the District has the right but not the obligation to secure such required insurance in which event Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 9. INDEMNIFICATION.

Contractor agrees to indemnify and hold harmless the District and its officers, staff, and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in performance of services related to this construction contract.

Obligations under this Section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, and paralegals’ fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SECTION 10.	COMPLIANCE WITH GOVERNMENTAL REGULATION.   In performing its
obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor's rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Consistent with Section 9 provided for herein, Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor's failure to comply with the provisions contained

herein.

SECTION 11. LIENS AND CLAIMS. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. Contractor shall keep the District’s property free from any materialmen’s or mechanics’ liens and claims or notices in respect to such liens and claims, which arise by reason of Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that Contractor does not pay or satisfy such claim or lien within five (5) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

SECTION 12.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, 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 such limitations of liability or by operation of law.

SECTION 13. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns.

SECTION 14. INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes.   Contractor shall hire and pay all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor's supervision, direction and control.

In particular, the District will not: i) withhold FICA (Social Security) from Contractor's payments; ii) make state or federal unemployment insurance contributions on Contractor's behalf; iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain Workers' Compensation insurance on behalf of Contractor.

SECTION 15. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Contractor relating to the subject matter of this Agreement. Exhibit A is applicable to the extent that it states the scope of services for the labor and materials and/or the compensation to be provided under this Agreement. Except as otherwise provided herein and to the extent that any provisions of Exhibit A conflict with provisions of this Agreement, this Agreement shall control.

SECTION 16.    AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and Contractor.

SECTION 17. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement and be bound by this Agreement.

SECTION 18. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be hand-delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the parties, as follows:

A.	If to District:	Trout Creek Community Development
District	
		c/o Rizzetta & Company, Inc. 2806 North Fifth Street, Unit 403 St. Augustine, Florida 32084 Attn: District Manager	
	With a copy to:	Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel	
B.	If to Contractor:	Vallencourt Construction Company, Inc. 449 Center Street	
		Green Cove Springs, Florida 32043
Attn:  		

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

sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth in this Agreement.

SECTION 19. ENFORCEMENT OF AGREEMENT. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 20. CONTROLLING LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in St. Johns County, Florida

SECTION 21.   PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Melissa Dobbins (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor 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 Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Contractor’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 Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 436-6270, MDOBBINS@RIZZETTA.COM, OR AT 2806 NORTH FIFTH STREET, UNIT 403, ST. AUGUSTINE, FLORIDA 32084.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

SECTION 25. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully between the parties as an arm’s length transaction. The parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

SECTION 26.    ASSIGNMENT.   Contractor may not assign this Agreement or any monies to become due hereunder without the prior written approval of the District. Any assignments attempted to be made by Contractor without the prior written approval of the District are void.

SECTION 27.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 28. SCRUTINIZED COMPANIES STATEMENT. Contractor 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 Contractor 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.

SECTION 28. E-VERIFY REQUIREMENTS. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor 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. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

[Signatures on next page]

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

ATTEST:	TRO T CREEK COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant S cretary
,o1' ME'
WITNESS:

Chairperson. Board of Supervisors

VALLENCOURT CONSTRUCTION COMPANY, INC.

By-:   -	= S=tan-=Bc..a;;;="t"e's		_

Its: -	-

Vice Pres=i-d=e"n""t""'--	-	-	-	-	-

Exhibit A: Contractor ·s Proposal dated February 8. 2021

EXHIBIT A

TAB 12

AGREEMENT BETWEEN THE TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT AND VALLENCOURT CONSTRUCTION COMPANY,
INC., FOR POST COMPLETION FINAL ASPHALT LIFT [PHASE 2D]

THIS AGREEMENT (“Agreement”) is made and entered into this      day of February, 2021, by and between:

TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, located in St. Johns County, Florida, whose mailing address is c/o Rizzetta & Company, Inc., 2806 North Fifth Street, Unit 403, St. Augustine, Florida 32084 (“District”), and

VALLENCOURT CONSTRUCTION COMPANY, INC., a Florida corporation, with a mailing address of 449 Center Street, Green Cove Springs, Florida 32043 (“Contractor”).

RECITALS

WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District previously accepted dedication of master infrastructure improvements for Phase 2D that were constructed and/or installed pursuant to the Standard Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price), dated August 28, 2018, between WFC Ashford Mills Owner VII, L.L.C. and the Contractor; and

WHEREAS, the District now has a need to for the Contractor to provide the labor and materials necessary for the post completion final asphalt lift within the District on roadway improvements previously constructed and/or installed by the Contractor, all as more particularly described in Contractor’s proposal attached hereto as Exhibit A and incorporated herein by this reference; and

WHEREAS, Contractor represents and warrants to the District that it is qualified, capable and willing to provide such services and the District desires to enter into this Agreement with Contractor for the same; and

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

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

SECTION 1.	RECITALS.	The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SECTION 2.	DUTIES.

The duties, obligations, and responsibilities of Contractor are to provide the services, labor and materials to install landscape and irrigation as described in Exhibit A, attached hereto and incorporated herein (“Project”). Contractor shall be solely responsible for the means, manner, and methods by which its duties, obligations, and responsibilities are met to the satisfaction of the District. Contractor shall report directly to the District Manager or his/her designee. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage. Contractor agrees to repair any damage resulting from Contractor’s activities and work within twenty-four (24) hours.

Should any error or inconsistency appear in the construction specifications, Contractor, before proceeding with the Project, must notify the District for the proper adjustment, and in no case proceed with the Project in uncertainty nor with insufficient drawings.

This Agreement grants to Contractor the right to enter District lands which are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, and regulations.

Changes in the Project, labor, or materials for the Project may be accomplished by change order that demonstrates the written agreement of the District and Contractor upon the change in the Project, the amount of adjustment in compensation, and the extent of adjustment to the date of completion. Any additional compensation for additional duties shall be paid only upon the written authorization of the District Manager or his/her designee.

Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. Additionally, Contractor must clean mud and other debris from the District streets used as access to and from the building site. At completion of the Project, Contractor shall remove from the site waste materials, rubbish, tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up as provided in this Agreement, the District may do so and the cost, if any, shall be reimbursed by Contractor.

SECTION 3. COMPENSATION.

As compensation for the completion of the Project, the District agrees to pay Contractor One Hundred Sixty-Five Thousand Twenty-Two Dollars and Thirty- Five Cents ($165,022.35). Contractor shall invoice the District monthly for the

portions of the Project completed at the time of the invoice, in accordance with the requirements of subsection 3(D). The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

If the District should desire additional services, Contractor agrees to negotiate in good faith to undertake such additional work or services. However, no additional services shall be provided by Contractor prior to the parties’ successful negotiations of the additional terms and compensation. Upon successful negotiations, the parties shall agree in writing to an addendum, addenda, or change order(s) to this Agreement. Contractor shall be compensated for such agreed upon additional services upon mutual terms agreeable to the parties and agreed to in writing.

The District may require, as a condition precedent to making any payment to Contractor, that all subcontractors, materialmen, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, materialmen, suppliers or laborers, and further require that Contractor provide an affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from Contractor, in a form satisfactory to the District, that any indebtedness of Contractor, as to services to the District, has been paid and that Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workers’ Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, and each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each, the timeframe within which the services were provided, and the address or bank information to which payment is to be remitted. The invoices shall be due and payable consistent with Florida’s Prompt Payment Act for construction services.

SECTION 4.	OMITTED.

SECTION 5. DATE OF COMPLETION.   Contractor shall complete the Project within ninety (90) calendar days of the issuance of a Notice to Proceed by the District. The completion date may be adjusted to address any delays caused by the District. Contractor and the District recognize that time is of the essence with this Agreement and that the District will suffer financial loss if the Project is not completed within the times specified herein. Contractor and the District acknowledge and agree that the District may terminate this Agreement for cause if Contractor cannot substantially adhere to the agreed upon timing provided in this Section.

SECTION 6. TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing a written notice of termination to Contractor. The District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for any and all material and labor provided up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor.

SECTION 7. WARRANTY. Contractor warrants to the District that all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. Contractor hereby warrants workmanship and materials for one (1) year and agrees to assign any and all of the manufacturers’ warranties to the District. Neither final acceptance of the Project, nor final payment, nor any provisions of this Agreement shall relieve Contractor of the responsibility for defective or deficient materials or services. If any of the services provided under this Agreement are found to be defective, deficient or not in accordance with this Agreement, Contractor shall correct, remove and replace it promptly after receipt of a written notice from the District, and correct and pay for any other damage resulting therefrom to the District property or the property of landowners within the District.

Contractor hereby covenants to the District that it shall perform the services necessary to complete the Project: (i) using its best skill and judgment and in accordance with generally accepted professional and design standards and practices for projects of similar design and complexity as the development occurring within the District; (ii) in compliance with all applicable federal, state, county, municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation, all professional registration (both corporate and individual) for all required basic disciplines that it shall perform; and (iii) in an expeditious and economical manner consistent with the best interest of the District. Contractor hereby covenants to the District that any work product of Contractor shall not call for the use of, nor infringe on any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.

SECTION 8.   INSURANCE.   Contractor shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than
the following:	
Workers’ Compensation	statutory	
General Liability
Bodily Injury (including contractual) Property Damage (including contractual)	
$1,000,000/$2,000,000
$1,000,000/$2,000,000	
Automobile Liability (if applicable)
Bodily Injury and Property Damage	
$1,000,000/$2,000,000	

Contractor shall provide the District with a certificate naming the District, its officers, and employees as an additional insured. At no time shall Contractor be without insurance in the above amounts. No policy may be canceled during the term of this Agreement without at least thirty (30) days’ written notice to the District. An insurance certificate evidencing compliance with this section shall be sent to the District prior to the commencement of any performance under this Agreement.

If Contractor fails to have secured and maintained the required insurance, the District has the right but not the obligation to secure such required insurance in which event Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

SECTION 9. INDEMNIFICATION.

Contractor agrees to indemnify and hold harmless the District and its officers, staff, and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in performance of services related to this construction contract.

Obligations under this Section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, and paralegals’ fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

SECTION 10.	COMPLIANCE WITH GOVERNMENTAL REGULATION.   In performing its
obligations under this Agreement, Contractor and each of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public or governmental authority having appropriate jurisdiction, including all laws, regulations and rules relating to immigration and/or the status of foreign workers. Contractor shall initiate, maintain, and supervise all safety precautions and programs in connection with its obligations herein. Contractor shall ensure that all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor observe Contractor's rules and regulations of safety and conduct. Contractor shall take all reasonable precautions for the safety of and shall provide all reasonable protection to prevent damage, injury or loss to all of its employees, agents and subcontractors performing its obligations herein and other persons who may be affected, and any material, equipment and other property. Contractor shall remedy all damage or loss to any property caused in whole or in part by Contractor, its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable. Consistent with Section 9 provided for herein, Contractor shall indemnify District for all damage or losses it may incur or be exposed to because of Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor's failure to comply with the provisions contained

herein.

SECTION 11. LIENS AND CLAIMS. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. Contractor shall keep the District’s property free from any materialmen’s or mechanics’ liens and claims or notices in respect to such liens and claims, which arise by reason of Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that Contractor does not pay or satisfy such claim or lien within five (5) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

SECTION 12.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other statute, 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 such limitations of liability or by operation of law.

SECTION 13. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns.

SECTION 14. INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, subcontractors or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes.   Contractor shall hire and pay all of Contractor's employees, agents, subcontractors or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor's supervision, direction and control.

In particular, the District will not: i) withhold FICA (Social Security) from Contractor's payments; ii) make state or federal unemployment insurance contributions on Contractor's behalf; iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain Workers' Compensation insurance on behalf of Contractor.

SECTION 15. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Contractor relating to the subject matter of this Agreement. Exhibit A is applicable to the extent that it states the scope of services for the labor and materials and/or the compensation to be provided under this Agreement. Except as otherwise provided herein and to the extent that any provisions of Exhibit A conflict with provisions of this Agreement, this Agreement shall control.

SECTION 16.    AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and Contractor.

SECTION 17. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement and be bound by this Agreement.

SECTION 18. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be hand-delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the parties, as follows:

A.	If to District:	Trout Creek Community Development
District	
		c/o Rizzetta & Company, Inc. 2806 North Fifth Street, Unit 403 St. Augustine, Florida 32084 Attn: District Manager	
	With a copy to:	Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel	
B.	If to Contractor:	Vallencourt Construction Company, Inc. 449 Center Street	
		Green Cove Springs, Florida 32043
Attn:  		

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

sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth in this Agreement.

SECTION 19. ENFORCEMENT OF AGREEMENT. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 20. CONTROLLING LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in St. Johns County, Florida

SECTION 21.   PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Melissa Dobbins (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Contractor 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 Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Contractor’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 Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 436-6270, MDOBBINS@RIZZETTA.COM, OR AT 2806 NORTH FIFTH STREET, UNIT 403, ST. AUGUSTINE, FLORIDA 32084.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

SECTION 25. NEGOTIATION AT ARM’S LENGTH. This Agreement has been negotiated fully between the parties as an arm’s length transaction. The parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

SECTION 26.    ASSIGNMENT.   Contractor may not assign this Agreement or any monies to become due hereunder without the prior written approval of the District. Any assignments attempted to be made by Contractor without the prior written approval of the District are void.

SECTION 27.	DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 28. SCRUTINIZED COMPANIES STATEMENT. Contractor 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 Contractor 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.

SECTION 28. E-VERIFY REQUIREMENTS. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor 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. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

[Signatures on next page]

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

ATTEST:	TROUT CREEK COMMUNITY DEVELOPMENT DISTRICT

Secretary/ Assistant Seer tary
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WITNESS:

By:	Marcus Mcinamay, President

Preside?nr

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ctfafrp= n, Board of Supervisors
VALLENCOURT CONSTRUCTION COMPANY, INC.

Its: - Vice Preside'n--'-t----- - - - - -

Exhibit A: Contractor's Proposal dated February 8, 2021

11

EXHIBIT A

AUDIENCE COMMENTS AND SUPERVISOR REQUESTS

ADJOURNMENT