‘SETTLEMENT AGREEMENT ‘This is a Settlement Agreement (“Agreement”), by and between the CENTRAL FLORIDA. ‘TOURISM OVERSIGHT DISTRICT ("District") and WALT DISNEY PARKS AND RESORTS US, INC. (Disney") (collectively, the “Parties"), made and effective as of March 27, 2024 (CBlfeeive Dato"): WHEREAS, in 1967, the Florida Legislature established the Reedy Creek Improvement Disiret CRCID") through H.B. 486, Chapter 67-764, to support Disney's development plans in Cental Florida by ereaing a distct over which the company, owning the majority ofthe land within, would have significant influence; WHEREAS, on February 8, 2025, Disney and RCID entered into «30-year Development Agresment (‘Development Agreement”) and a declaration of restrictive covenants (Resthete ovens"), WHEREAS, on February 8, 2023, RCID entered into an Amended and Restated Labor Serves Agreement with Reedy Creck Energy Services (“RCES") for the maintenance, tnd ‘operation by RCES of RCID's uility systems; WHEREAS, on February 27, 2023, the Florida Legislature enacted HB 9B, amending RCID's 1967 founding act to revise its governance structure and renaming i the "Cental Florida ‘Tourism Oversight District"; WHEREAS, on May 1, 2023, the District filed a lawsuit against Disney in the Ninth ‘Judicial Circuit, in and for Orange County, Florida (State Lawsuit”), WHEREAS, on August 15, 2023, amidst ongoing discovery between the Patis, the Distt moved for Summary Judgment inthe State Lawsuit WHEREAS, on May 11, 2023, Disney isued a public records request to the District for specitic documents, and upen alleged non-compliance, fled a lawsuit (PR Lawsuit) os December 22, 2023, inthe Ninth Judicial Circuit in and for Orange County, Florida, agains the District for failing to adhere to Florida's pubic records law, with the case stl pending resolstion, WHEREAS, the Parties, cognizing that settlement serves the bes interest ofall involved and promotes good governance ofthe Dist, now express a matual desire to esse all doptes ‘elaing to the State Lawsuit and PR Laweuit through this Agreement. NOW, THEREFORE, in consideration of the mutual promises, agreements, and "presentations contained herein, and intending to be legally bound berchy, Disney and the Diseiet agre as follows: 1 Recitals. The Recital et forth above are hereby incorporated herein by reference.2. Dismissal of PR Lawsuit. In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufieieney of which are hereby acknowledged, Disney hereby agrees to dismise wit prejudice the PR Lawsuit filed aginst the District, Ths dismissal is made with the understanding that t represents permanent closure ofthe lawsuit, barring any future claims on the same matter, thus reflecting the Parties intention ‘0 conclusively resolve this dispute and foster a constructive path forward. This action signifies @ full and final resolution of the matters addressed within the PR Lawsuit, with no party admiting any fault or liability, but rather choosing to move forward in «sprit of cooperation and mutual benefit. Further, upon dismissal, any subpoenas or other obligations in connection with the PR Lawsuit will be withdrawn, 3. Withdrawal of Public Records Request. in consideration ofthe mutual covenants Contined herein and for other good and valuable consideration, the receipt and sulfcieny of hich are hereby acknowledged, Disney hereby agrees to withdraw in their entirety all public ‘cords requests submitted to the Distict and the Executive Office of the Governor This withdrawal is undertaken with the understanding tha it nullifies the basis for the PR Laveuit, effectively removing any pending obligations or expectations for the District or the Exccaive Office of the Governor to fulfil said requests. This action signifies fll and final resoltion of the matters addressed within the public records requests, with no party admitting any felt or ‘bitty, but rather choosing to move forward in a spirit of cooperation and mutual benefit. 4. _Acknovledgments and Stipulations. in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and suficency oF Which ate herehy acknowledged 8) Disney agres and covenants not to challenge the District's determination thet the District's 2032 Comprehensive Plan and the amendments to the Diste's Land Development Regulations, which were purportedly adopted in January and February 2023, are null and void, leaving the 2020 Comprehensive Plan as the operative plan. The District shall resolve to begin immediately to ceview, ‘evaluate, and amend the 2020 Comprehensive Plan pursuant to it statutory obligations and shall consult with Disney and any other appropeate parties ring the process; 5 Disney hereby stipulates and agrees thatthe Development Agreement shall be considered null and void. This acknowledgment is made with the understanding ‘thatthe Development Agreement shall have no legal effet or enforeabliyy effectively removing any obligations, rights, or liabilities purported to have been created by said agreement; and ©) The Parties hereby stipulate and agree tht the Restitive Covenants shall be considered null and void. This stipulation is made with the understanding that such Restrictive Covenants shall have no legal effect or enforceability, effectively eliminating any perceived obligations, rights or liabilities purported fo have arisen under these covenants. Furlhermore, the Parties commit 12 cooperate fully with each other to prepa, file, and record any and all 2documents necessary to offically effectste the cancelation of these Restrictive Covenants Each subpart ofthis paragraph (4) are executed without any party admitting faut oF ‘ibility, signifies a commitment o clarity, faimess, anda constructive future relationship between the Parties, aligning with their mutual intention to resolve past issues and foster postive ‘governance within the Disc. 5. Dismissal of State Lawsuit. Pursuant othe terms of this Agreement and eeflecting ‘he mutual intent ofthe Parties to conclusively resolve thei disputes, all Parties egre to execute «stipulation of dismissal with prejudice concerning the State Lavui, including any counterclaims therein, tobe submitted for approval by the Court. Tis action signifies a fll and final resolution of the matters addressed within the State Lawsuit, with no party admitting any fault oliability, but rather choosing to move forward in a spirit of cooperation and mutual benefit. Furthe, pon dismissal, any subpoenas or other obligations in connection with the State Lawsuit will be withdran, 6. Amendment of Labor Services Agreement. In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Disney and the District agree that within thiety G0) days after the Effective Date (a) Disney shall cause RCES to enter into the following smendment to Section 3 (TERM) of Labor Services Agroement and (b) the District hereby ages tosuch amendment: the Expiration Date (as defined in the Labor Services Agreement) in Section 3.1 shall be modified from December 31, 2032 to September 30, 2028; and (2) lie sunt ‘renewal terms in Section 2 shall be deleted. 7. Mitigation Credits. As & material inducement to Disney in entering into the Agreement, the District acknowledges Disney is the owner of, and the District shall not prohibit Or impede, but rather asist in the use of, Long-Teem Permit Mitigation Credits or other entllements created through: 8) South Florida Water Management District Environmental Resource Permits Nos. 48.00714-8, 48-00714-P, andor and 48-00714-S-72, s amended: ') Deparment of the Army Permit 199101901 (PGS) andlor SAJ-1991-01901 (SP-TSD), as amend ©) ‘State of Fovida Game and Fresh Water Fish Commission Permits Nos. OSC-4, (OSC-SSC-1, andlor OSC-TSR-I, a8 amended. 8. Federal Lavsuit. Disney grees to seek, and the District will not oppose, eimission from the court to defer briefing in Disney's pending federal appeal captioned at Wale Disney Parks and Resorts US, Ine. Governor, State of Florida tal, Case No. 24-10342 (11th Cit) (Federal Lawsuit"), pending negotiations among other matters of a new development agreement between Disney and the Distt.9. Prior Acts. Except as specifically provided for inthis Agreement or as neessary to ‘defend ll elaims tha are pending in the Federal Lawsuit, each of the Parties agrees not to contest all formal actions of the District though February 27,2023, in accordance with Section 1 ofthe District Charter. 10. Releases of Claims. 4) By Disney. Upon the Effective Date, Disney, on behalf of itself and its heirs, ‘executors, successors, and assigns, and anyone claiming by or through it, shal release, remise, and discharge, and shall be deemed t have released, remised, and discharged, the District and its officers, directors, employees, volunteers ‘parents subsidiaries, afiliates,atomeys, accountants, advisors, and agents (the “District Releasees") of and ffom any and all claims, countercieims costs, ‘causes of action, damages, demands, fes, lawsuits, liabilities, and obligations ‘of any kind ornsture whatsoever, whether arising at law, at equity, or otherwise, and whether arising under statute, common law, ot other soures of authority, tnd whether known or unknown to Disney as of the Effective Date, (that have been or could have been asserted in the State Lawsuit and PR Lawsuit (collectively, “Lawsuits") and (i) based upon the District's defense and liigtion ofthe Lawsuits (including, butnot limited to, any claims for stlomeys? fees), except for and specifically exeluding all claims that are pending inthe Federal Lawsuit (“Released Claims”). Disney agrees and covenants not to sue the District or the District Releasees or any of them upon any Released Claim ‘leased pursuant to this Paragraph 10(0), ') By the District. Upon the Effective Date, the Distict, on behalf of itself end its heirs, executors, successors, and assigns and anyone claiming by or through it shall release, remise, and discharge, and shall be deemed to have released, remised, and discharged, Disney and its officers, directors, employees, ‘volunteers, parents, subsidiaries, flats, atomeys, accountants, advisor, and agents (the “Disney Releasees”) of and fom any and all elaims, counterclaims, costs, causes of action, damages, demands, fees, lawsuits, liabilities, and obligations of any kind or nature whatsoever, whether arising at law t equity, or otherwise, and whether arising under statute, common lav, or other souree of authority and whether known or unknown othe Distit as ofthe Elective Date (collectively, “Released Cinims") (that have been of could have been asserted inthe State Lawsuit and PR Lawsuit (collectively, “Lawsuits” and (i) ‘based upon the Disney's defense and litigation of the Lawsuits (including, but not limited to, any claims for attoreys’ fees). The District agrees and covenants ‘otto sue Disney or the Disney Releasees or any of them upon any Released (Cm released pursuant to this Paragraph 10(0). ©) Claims for breach ofthis Agreement. The releases and covenants not to sue in ‘this Paragraph 10 do not apply to any claim for a breach of any promise, ‘covenant, representation, or warranty contained in this Agreement, and noshall be deemed by virtue ofthis Paragraph 10 to have released and covenanted not fo sue upon any such elim, 11. Fees and costs: The Parties hereto shall bear their own costs and attorney's fees sssociated with the Lawsuits, including atorneys' fees and costs incurred by the Paty in the preparation ofthis Agreement. 12, No admission. This Agreement shall not in any way be construed as an admission by any Party that it acted wrongfully and/or illegally in any manner with respeeto anyother Party. To the contrary, each Paty specifically denies that itengaged in any wrongful or unlawfl conduc This Agreement shall not be admissible as evidence of any admission of liability, wrongdoing, oF «violation of any law in any proceeding under federal, state, o local law. 13. Amendment and modification, This Agreement may be amended, modified, superseded, canceled, renewed, or extended, and the terms hereof may be waived only upon an ‘xpress written agreement signed by both Parties, 14, Severabitiy. If any portion ofthis Agreement shall be deleted by written agreement ofthe Parties, then such portion shall be deemed severed from this Agreement and the remaining terms and conditions ofthis Agreement shall continue in fll force and effect, 15. Noconstruction against drafter. The Parties acknowledge that this Agreement is collective product negotiated by competent counsel and shall not be construed for or aginst any Party on the grounds of authorship or draftsmanship, 16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes al prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. No representation, promise, inducement, ot statement of intention has been made by any Party whichis nt embodied inthis Agreement, and no Party shall be bound by or liable for any alleged representation, promise, inducement, oF statement of intention not set forth herein 17. Cholee oftaw and venue. This Agreement shall be deemed 1 have been executed and delivered within the State of Florida and it shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of Florida without regard to choice of law principles 18, Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. No waiver shall be valid unless in writing and signed by the Party agains whom the waiver is being enforced 19. Binding effect. Al ofthe terms and conditions of this Agreement shall be binding ‘upon and inure tothe benefit ofthe Parties hereto and their respective heis, executors, successor, and assigns.20. Authority. The signatories hereto represent and warrant that they are of legs age, are under no disability, and have the mental capacity and authority to legally bind themselves and are duly authorized to execute this Agreement on their own behalf or on behalf ofthe corporate entity. 21. Counsel. The Parties acknowledge that they have had the benefit of counsel in the negotiations of this Agreement and acknowledge that iti their decision whether ornot to further ‘consult with counsel, 22, Counterpart execution and electron delivery. This Agreamen may be executed in {Wo or more counterparts, each of which shall be deemed an original, but al of which together shall constitute one and the same instrument. A counterpart signed by a Party and delivered by electronic transmission such as email shall be deemed valid and binding execution and delivery of said ‘counterpart. IN WITNESS WHEREOF and intending to be legally bound, the Parties agree to the terms and conditions of this Agreement as ofthe date set forth next to their signature below. (CENTRAL FLORIDA TOURISM WALT DISNEY PARKS AND RESORTS U.S..INC. hil sikh CHARGEL CAEAKAT vee ‘Vint ale Darren Freciwert, He Diver Waero Mar, 27, 2034 Yu[2024