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HomeMy WebLinkAboutItem 05 Approval of Utility Use and Indemnification Agreements for Ocoee Village Center PUD City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: October 17, 2023 Item #: 5 Contact Name: Michael Rumer Department Director: Michael Rumer Contact Number: Ext. 1018 City Manager: Robert Frank Subject: Approval of Utility Use and Indemnification Agreements for Ocoee Village Center PUD. (Development Services Director Rumer) Background Summary: The Ocoee Village Center PUD has been approved as a Commercial, Townhome, and Multi-Family Development. The project received approval for rezoning to PUD and PUD Land Use plan on June 18, 2019, and an amendment was approved in October 2020, which now results in 150,000 S.F. of Commercial, 232 Townhome units, and 320 Apartment units. In order to facilitate the development, significant off-site improvements were required to provide access to water, sewer, and reclaimed water. N Lakewood Avenue is being realigned with water and sewer lines installed along with a new lift station. Typically, Certificates of Occupancies are given once all of the offsite work is completed that provides the water, sewer, and roads. Allure is requesting to obtain a Temporary Certificate of Occupancy or Certificate of Occupancy for two (2) apartment buildings, two (2) garages, trash compactor, and Club House before the offsite work required to have potable water, sewer and access is completed and accepted by the City Commission. As a way to help Allure stay on schedule, staff is proposing a Utility Use Agreement that allows the City to accept a portion of the realigned N Lakewood Ave and operate and maintain the utilities until full acceptance is approved in order to give Allure a Temporary Certificate of Occupancy. Additionally, the City Attorney and NRP have worked out an Indemnification Agreement whereas the City requested indemnification from the NRP Indemnitors, as beneficiaries of the TCO, to indemnify, defend and hold the City harmless from: (i) any claims, demands, causes of action, disputes, lawsuits, litigation, and appeals brought or pursued by Konover, Park Square, NRP, the Consortium, contract purchasers, purchasers, tenants, lessees, lenders, partners or others against the City relating to the TCO Agreements, MMW Agreement, Utility Use Agreement or the City’s actions in approving, entering into, or carrying out the TCO Agreements, MMW Agreement or Utility Use Agreement. The completion of the Ocoee Village Center Off-Site construction improvements is scheduled to be completed during the month of October and staff will bring back a Maintenance and Material Agreement and Maintenance Surety for all of the public improvements. Once this has taken place, the Utility Use Agreement and Indemnification Agreement will be rescinded. Issue: Should the Honorable Mayor and City Commissioners approve staff to move forward with a Utility Use and Indemnification Agreement for Ocoee Village Center PUD? Page 121 of 782 City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org Recommendations: Staff recommends the Honorable Mayor and City Commission approve staff to move forward with a Utility Use and Indemnification Agreement for Ocoee Village Center PUD. Attachments: 1. Utility Use Agreement (Ocoee Village) 2. OVC Potable Water Utility Use Agreement Map 3. OVC Sanitary Sewer Utility Use Agreement Map 4. City of Ocoee Indemnification Agreement 5. Phase Plan Financial Impacts: None Type of Item: Consent Page 122 of 782 AFTER RECORDING RETURN TO: City Clerk CITY OF OCOEE 1 North Bluford Avenue Ocoee, FL 34761 (407)656-2322 UTILITY USE AGREEMENT (OCOEE VILLAGE CENTER) THIS UTILITY USE AGREEMENT (this “Utility Use Agreement”) is made this ____ day of October, 2023 by CITY OF OCOEE, a Florida municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee, Florida 34761 (the “City”), OCOEE VILLAGE RESIDENTIAL LLC, a Delaware limited liability company (“NRP”), and KIMAYA OCOEE VILLAGE, LLC, a Florida limited liability company (“Park Square”, and together with NRP, the “Developers”). W I T N E S S E T H: WHEREAS, OCOEE VILLAGE DEVELOPERS CONSORTIUM, an unincorporated association of members (the “Consortium”), commenced construction of a mixed use project referred to as Ocoee Village Center (the “Center”) and, in connection therewith and with the approval of the City, has installed certain roads, streets, sewers, water systems, drainage works, and/or other improvements (the “Improvements”) under the provisions, conditions, and requirements of the City’s Subdivision Regulations and the following approvals granted by the Ocoee City Commission (collectively, the “Subdivision Plan”), to wit: (a) Case No. RZ-18-06-09, whereby on October 6, 2020, the Ocoee City Commission approved Ordinance No. 2019-011, rezoning the Property to PUD, under the Ocoee Land Development Code, as amended by Ordinance No. 2020-024 approved by the Ocoee City Commission on October 6, 2020 (collectively, the “Ocoee Village Center PUD”); and (b) Case No. CPA-2018-006, whereby on October 6, 2020, the Ocoee City Commission approved Ordinance No. 2019-010, amending the Ocoee Comprehensive Plan to change the Future Land Use Designation for the Property to “High Density Residential and Commercial” (the “Land Use Plan Amendment”); and (c) Project No. LS-2019-005, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Townhomes at Ocoee Village Center (the “Townhome Site Plan Approval”); and (d) Project No. LS-2019.007, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Allure Apartments at Ocoee Village Center (the “Apartment Site Plan Approval”); and (e) Project No. LS-2019-009, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Southeast Commercial at Ocoee Village Center (the “Southeast Commercial Site Plan Approval”); and WHEREAS, the Consortium is composed of the following parties, to wit: (i) Park Square, (ii) NRP, and (iii) DKC Ocoee Village Center SE, LLC, a Florida limited liability company; and Page 123 of 782 WHEREAS, the parties comprising the Consortium own and/or have contractual rights to acquire parcels within the Center (each a “Parcel”), and the Consortium has elected, pursuant to a written agreement with the predecessor/original developer, to compete the development of the Center for their mutual benefit; and WHEREAS, under Section 4-4, Subdivision Review Process, of the City’s Land Development Code, the original developer or Consortium, as the case may be, is required to provide a surety for completion of the Improvements for the Center if platting is requested prior to the issuance of the Certificate of Completion; and WHEREAS, the NRP has requested that the City, prior to the issuance of the Certificate of Completion for the Approved Offsite Infrastructure Plan, take operational control of the water lines, Sewer lines, and lift station located in the realigned N Lakewood Ave which is located between the southern boundary of that tract NR-1 (and crossing Clarcona Ocoee Road and Banyan Cove Boulevard) and the eastern boundary of the north-south segment of North Lakewood Avenue (the “Realigned North Lakewood Avenue Section”); and WHEREAS, the City has elected to accept the paving, grading, and drainage for the section of Realigned North Lakewood Avenue Section located north of Clarcona Ocoee Road with this Utility Use Agreement, and to not yet accept the paving, grading, and drainage for Realigned North Lakewood Avenue Section located south of Clarcona Ocoee Road, and the City desires to waive certain provisions of the Land Development Code and City Policy as hereinafter set forth. NOW THEREFORE, the City and the Developers agree as follows: SECTION 1. Temporary Certificates of Occupancy, Use Authorizations. City hereby agrees that Temporary Certificates of Occupancy or other similar use authorizations for buildings within the Allure Multi-Family Development may be issued for Apartment Buildings 1 & 2, the Clubhouse, pool cabana, garages, and trash compactor; City hereby agrees to operate and maintain the lift station and water and sewer infrastructure located within the Realigned North Lakewood Avenue Section while the remaining improvements are being completed to the Realigned North Lakewood Avenue Section. As such, the City will issue Temporary Certificates of Occupancy in accordance with the approval and execution of this Utility Use Agreement and Maintenance, Materials and Workmanship Agreement acceptable to the City. Further, Park Square and NRP agree to hold the City harmless for actions, matters and events that occur during the time the Realigned North Lakewood Avenue Section and the Utilities located within, have not had ownership transferred to the City via a Bill of Sale and Maintenance Agreement. NRP and Park Square agree to provide the City with 24 hour / 7 Days a week access to the utilities under the Realigned North Lakewood Avenue Section and if the City has to make repairs to the Realigned North Lakewood Avenue Section, the City is not responsible to repair and/or replace the road section affected from repairs, maintenance or other actions relating to the utility lines. NRP and Park Square further agree to be responsible for all costs associated with the repair and replacement of utility lines, lift station, and the Realigned North Lakewood Avenue Section in the event any such work is required after the execution of this Utility Use Agreement until such time as the Realigned North Lakewood Avenue Section is permanently transferred to the City and the bonds/escrow and warranty period begin or are in place. NRP and Park Square are jointly and severally responsible and liable for their obligations under this Utility Use Agreement. Page 124 of 782 IN WITNESS WHEREOF, the City has caused these presents to be signed as of the date and year first above written. ATTEST: By: Melanie Sibbitt, City Clerk (SEAL) CITY: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By: Rusty Johnson, Mayor APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON _____________, 20__ UNDER AGENDA ITEM NO. ______ Page 125 of 782 PARK SQUARE: Witnesses:Kimaya Ocoee Village, LLC, a Florida limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF FLORIDA COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Kimaya Ocoee Village, LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 127 of 782 NRP: Witnesses:Ocoee Village Residential LLC, c/o The NRP Group, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF FLORIDA COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 128 of 782 Clarcona Ocoee Road N Lakewood Avenue4th Avenue 5th Avenue 3rd Avenue 2nd Avenue Fullers Cross RoadState R oad 429 O ff Ram p N Westbridge Court12" PW 8" PW 12" PW12" PW12" PW8" PW8" PW City of Ocoee and Ocoee Village CenterPotable Water Utility Use Agreement Last Updated: October 11, 2023 1:4,000 City of Ocoee temporary operational control of Potable Water Main Lines Legend Utility Use Agreement Area City of Ocoee Temporary OperationalControl 10" to 14" Potable Water Main Line 6" t o 8" Potable Water Main Line 4" and Smaller Potable Water MainLine Utilities exclu ded from Use Agreement 6" t o 8" Potable Wat er M ain Line Overview Map ² Page 129 of 782 Angola StreetN Lakewood AvenueClarcona Ocoee Road 4th Avenue 5th Avenue 3rd Avenue 2nd Avenue Fullers Cross Road 6 t h A v e n u eWestbridge Court8" SS GM8" SS GM8" SS GM8" SS GM6" FM8" FM8" FMCity of Ocoee and Ocoee Village CenterSanitary Sewer Utility Use Agreement Last Updated: October 11, 2023 1:4,300 City of Ocoee temporary operational control of Sanitary Sewer Lift Station, Gravity Main, Force Main Lines Overview Map ²6" FM8" SS GMSee Lift S tation Detail Lift Station Detail Westbridge CourtN Lakewood AvenueLegend Utility Use Agreement Area City of Ocoee Temporary OperationalControl ")LS Ocoe e L if t Station Se we r Gravity Main Sewer Force Main Line Utilities exclu ded from Use Agreement Se we r Gravit y Main !!2 Manhole Page 130 of 782 Page 1 of 10 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of October 17, 2023, by and between CITY OF OCOEE, a Florida municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee, Florida 34761 (the “City”) and NRP INVESTMENTS LLC, an Ohio limited liability company, NRP MANAGEMENT LLC, an Ohio limited liability company, NRP HOLDINGS LLC, an Ohio limited liability company, NRP CONTRACTORS LLC, an Ohio limited liability company, and NRP CONTRACTORS II LLC, an Ohio limited liability company (collectively referred to as the “NRP Indemnitors”; and together with the City, the “Parties”). Recitals: A. Ocoee Village Developers Consortium (the “Consortium”), an association of members comprised of Ocoee Village Residential LLC (“NRP”), Kimaya Ocoee Village LLC (“Park Square”), and DKC Ocoee Village Center SE, LLC (“Konover”), are in the process of constructing a mixed use project referred to as Ocoee Village Center (the “Center”) pursuant to a Development Agreement with the City dated February 2, 2021 and recorded in the Orange County Public Records as Document #20210068654 (the “Development Agreement”); B. In connection therewith and with the approval of the City, the Consortium has installed certain roads, streets, sewers, water systems, drainage works, and/or other improvements (the “Improvements”) under the provisions, conditions, and requirements of the City’s Subdivision Regulations and the following approvals granted by the Ocoee City Commission (collectively, the “Subdivision Plan”), to wit: i. Case No. RZ-18-06-09, whereby on October 6, 2020, the Ocoee City Commission approved Ordinance No. 2019-011, rezoning the Property to PUD, under the Ocoee Land Development Code, as amended by Ordinance No. 2020-024 approved by the Ocoee City Commission on October 6, 2020 (collectively, the “Ocoee Village Center PUD”); and ii. Case No. CPA-2018-006, whereby on October 6, 2020, the Ocoee City Commission approved Ordinance No. 2019-010, amending the Ocoee Comprehensive Plan to change the Future Land Use Designation for the Property to “High Density Residential and Commercial” (the “Land Use Plan Amendment”); and iii. Project No. LS-2019-005, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Townhomes at Ocoee Village Center (the “Townhome Site Plan Approval”); and iv. Project No. LS-2019.007, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Allure Apartments at Ocoee Village Center (the “Apartment Site Plan Approval”); and v. Project No. LS-2019-009, whereby on October 6, 2020, the Ocoee City Commission approved the Preliminary/Final Site Plan for the Southeast Commercial at Ocoee Village Center (the “Southeast Commercial Site Plan Approval”). Page 131 of 782 Page 2 of 10 C. The City has requested that Consortium or NRP and Park Square enter into a utility use agreement (the “Utility Use Agreement”) in connection with the acceptance of certain Improvements and the issuance of certain Temporary Certificates of Occupancy (the “TCO”) related to the Center as more specifically set forth in the Utility Use Agreement; D. The City has requested that the Consortium or NRP and Park Square enter into a Maintenance, Materials, and Workmanship Escrow Agreement (the “MMW Agreement,” and together with the Utility Use Agreement collectively referred to as the “TCO Agreements”) in order to establish an escrow fund to guaranty the maintenance, repair, replacement, materials, and workmanship of certain Improvements accepted by the City in connection with the Utility Use Agreement; E. Pursuant to a Resolution dated October ___, 2023 (the “Resolution”) and pursuant to the authority cited therein, NRP and Park Square, as the 2/3 majority vote of the duly appointed delegates of the Consortium, authorized and approved the execution of the TCO Agreements on behalf of the Consortium; F. Konover did not execute the TCO Agreements; and G. The City requests indemnification from the NRP Indemnitors, as beneficiaries of the TCO, to indemnify, defend and hold the City harmless from: (i) any claims, demands, causes of action, disputes, lawsuits, litigation, and appeals brought or pursued by Konover, Park Square, NRP, the Consortium, contract purchasers, purchasers, tenants, lessees, lenders, partners or others against the City relating to the TCO Agreements, MMW Agreement, Utility Use Agreement or the City’s actions in approving, entering into, or carrying out the TCO Agreements, MMW Agreement or Utility Use Agreement (collectively the “Approval Claims”); and (ii) any claims, demands, causes of action, disputes, lawsuits, litigation and appeals asserted against the City and/or costs or expenses incurred by the City arising out of, relating to or resulting from its approval and execution of the TCO Agreements and/or operation, repair, replacement and/or maintenance of the lift station and water and sewer infrastructure utilities that are the subject of the TCO Agreements for actions, matters and events that occur before such utilities and infrastructure are permanently transferred to the City through acceptance of Bills of Sale by the City (collectively, the “TCO Agreement Claims”), all as more specifically set forth herein. NOW, THEREFORE, in consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The above Recitals are incorporated by reference as if fully set forth herein. 2. Indemnification. The NRP Indemnitors hereby covenant and agree, at their sole cost and expense, to indemnify, protect, defend and save harmless, the City and its employees, agents, officers, directors, representatives, agents, elected officials and assigns, from and against, any and all costs, damages, expenses, penalties, payments, liabilities, obligations, responsibilities, and including without limitation, attorneys’ fees at trial and appellate levels and any other losses of any kind whatsoever in connection with, arising out of, resulting from or relating to the Approval Page 132 of 782 Page 3 of 10 Claims and/or the TCO Agreement Claims or any action, suit, claim, judgement, demand, directive, order, litigation, environmental notice, investigation proceeding, lien, complaint, demand, allegation or other legal proceeding or assertion by any person alleging liability or responsibility of whatever kind or nature, in connection with, arising from or relating to the Approval Claims and/or the TCO Agreement Claims. 3. Investigation and Defense. The NRP Indemnitors shall provide for the investigation and defense of the Approval Claims and the TCO Agreement Claims at the NRP Indemnitor’s sole cost. City shall have the right, at its option, to participate in such defense without relieving the NRP Indemnitors of any of their obligations under this Agreement. City shall have the right to select or approve defense counsel to be retained by the NRP Indemnitors in fulfilling NRP Indemnitors’ obligations hereunder to defend, indemnify, and hold harmless the City, unless such right is expressly waived by City in writing. The NRP Indemnitors shall retain City-approved defense counsel within five (5) business days of City’s written notice that City is invoking its right to indemnification under this Agreement. If the NRP Indemnitors fail to retain Counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and NRP shall be liable for all costs incurred by City. 4. Unconditional Obligation; Entire Understanding. The NRP Indemnitor’s obligations under this Agreement are absolute and unconditional and are valid irrespective of any other agreement or circumstance which might otherwise constitute a defense to the obligations under this Agreement, or to the obligations of others related to it. The NRP Indemnitor’s obligations under this Agreement shall automatically terminate and expire upon the acceptance of Bills of Sale by the City for the utilities and other infrastructure that is the subject of the TCO Agreements for only those claims from matters and events for which the indemnity applies which occur after the City’s acceptance of Bills of Sale. The NRP Indemnitor’s obligations pursuant to this Agreement relating to any and all matters and events that occur before the City accepts the Bills of Sale do not terminate or expire regardless of whether Approval Claims or TCO Agreement Claims occur before or after the City’s acceptances of the Bills of Sale. This Agreement sets forth the entire understanding of the parties with respect to the subject matter herein. 5. Further Modification. This Agreement may only be modified, amended, changed, waived, discharged or terminated orally, by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 6. Successors and Assigns. This Agreement is binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 7. Severability. If any term, covenant, provision or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant, provision or condition. 8. Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery Page 133 of 782 Page 4 of 10 of a manually executed counterpart. The words “executed”, “signed”, “signature”, “delivery” and words of like import in this Agreement shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, and as provided for in any applicable law, including laws based on the Uniform Electronic Transactions. [SIGNATURE PAGES FOLLOW] Page 134 of 782 Page 5 of 10 ATTEST: By: Melanie Sibbitt, City Clerk (SEAL) CITY: CITY OF OCOEE, FLORIDA, a Florida municipal corporation By: Rusty Johnson, Mayor APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON _____________, 2023 UNDER AGENDA ITEM NO. ______ Page 135 of 782 Page 6 of 10 THE NRP INDEMNITORS: Witnesses:NRP Investments LLC, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF OHIO COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 136 of 782 Page 7 of 10 Witnesses:NRP Management LLC, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF OHIO COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 137 of 782 Page 8 of 10 Witnesses:NRP Holdings LLC, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF OHIO COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 138 of 782 Page 9 of 10 Witnesses:NRP Contractors LLC, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF OHIO COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: Page 139 of 782 Page 10 of 10 Witnesses:NRP Contractors II LLC, a Foreign limited liability company By: Printed Name: Name: Title: Printed Name: STATE OF OHIO COUNTY OF ________ The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by ______________________, as ______________ of Ocoee Village Residential LLC, a Foreign limited liability company, on behalf of the company. He/she appeared by (check one)  physical appearance or  online notarization, and (check one)  is personally known to me or  has produced ______________ as identification. Print Name: Notary Public My Commission Expires: Commission Number: S:\AKA\CLIENTS\Ocoee, City of\Ocoee Village Center PUD O164-27501\Agreements\2023.10.09 Ocoee - City of Ocoee Indemnification Agreement Revised AKA REDLINE 10-10-23.docx Page 140 of 782 Subject: Infrastructure Turnover Phasing Exhibit Created: 9/11/2023 Revised: n/a Page 141 of 782