University Park Recreation District
3501 Quadrangle Blvd., Suite 270, Orlando, FL 32817	Phone: 407-723-5900 Fax: 407-723-5901
http://universityparkrd.com/

The Meeting of the University Park Recreation District will be held on Friday, April 14, 2023, at 1:00
p.m. at the Community Center located at 8301 The Park Boulevard, University Park, FL 34201 and or virtually.

Meeting ID: 845 8893 8513
Passcode: 755354
Join meeting via Zoom:
https://us02web.zoom.us/j/84588938513?pwd=eUE4Q3BTNGVLNXBsOGViRXk1cWo2QT09

BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters
Call to Order
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]
Supervisor Requests & Comments

Administrative Matters
Consideration of the Minutes of the February 28, 2023, Board of Supervisors Workshop Meeting
Consideration of the Minutes of the March 10, 2023, Board of Supervisors Meeting

Staff Report Matters
District Counsel
District Manager
Club Management:
Management Discussion & Analysis Report
Update of the Development of the Business Plan

Business Matters
Capital Improvement Plan Update
Project Update & Estimates
Timeline & Communication Plan
Financing Plan
FY 2024 Budget Update and Key Assumptions
Review & Consideration of Retaining Bond Counsel
Greenberg Traurig P.A.
Nabors Giblin & Nickerson P.A.
Review & Consideration of Financial Advisor & District Management Fees for Cost of Issuance

District Financial Matters
Ratification of Payment Authorizations # 89-90

Date	Meeting Type	Time	Location	Note	
May 2, 2023	Workshop Meeting	2:00 PM to 4:00 PM	University Park	Community Center	
May 16, 2023	Board of Supervisors Proposed Budget Meeting FY24	1:00 PM	University Park	Community Center	

Adjournment

University Park Recreation District

Consideration of the Minutes of the February 28, 2023, Board of Supervisors Workshop Meeting

MINUTES OF MEETING

UNIVERSITY PARK RECREATION DISTRICT WORKSHOP MEETING
Tuesday, February 28, 2023
10:00 a.m.
Community Center
8301 The Park Boulevard, University Park, FL 34201
Board Members present at roll call in person or via phone: Sally Dickson	Chairperson
Mark Criden	Vice Chairperson
Steve Ludmerer	Treasurer and 2nd Vice Chairperson
David Murphy	Assistant Secretary
Rusty Piersons	Assistant Secretary Also, Present in person or via phone:
Vivian Carvalho	District Manager - PFM Group Consulting LLC Venessa Ripoll	PFM Group Consulting LLC (via phone)
Mark Barnebey	District Counsel – Blalock Walters Attorneys at Law John Fetsick	General Manager - Country Club
Curtis Nickerson	Director of Properties & Facilities – Country Club

FIRST ORDER OF BUSINESS	Organizational Matters Call to Order and Roll Call
The meeting was called to order at 10:01 a.m. by Ms. Dickson and Ms. Carvalho confirmed quorum to proceed with the meeting. Those in attendance are outlined above.

Public Comments

There was no public comment at this time.

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SECOND ORDER OF BUSINESS	Discussion

Update from Mark Criden Regarding the Presentation to the Neighborhood Chairs

Mr. Criden provided an update concerning the meetings with the Neighborhood Chairs in the Community. He had given a brief overview of his presentation with the committees and homeowners who had attended the meeting. He discussed his plans with Mr. Fetsick and Mr. Nickerson in regard to the upcoming deferred maintenance and capital projects. Mr. Fetsick and Mr. Ludmerer had done a reserve study to accurately capture how much money the district will need over the next 20 years. He mentioned the immediate projects such as the changing of the irrigation system for the golf course which will cost around
$5.2 million as well as the kitchen expansion where Chef Roger will be deeply involved in the process. He went on to discuss some projects that could be done further down the line including parking and advocating for moving the office downstairs and moving the locations of the Varsity Club and Pro Shop as well as adding an elevator and a break room. He talked about the idea of either decreasing the number of social members allowed or increasing the opportunities for more residents to become social members. He will provide a full presentation during the March 10, 2023, Board of Supervisors Meeting.

THIRD ORDER OF BUSINESS	Presentation from Steve Ludmerer Regarding the Financing Options

Mr. Ludmerer provided a presentation to the Board concerning the capital needs of the District. He stated that the capital needs from 2023 – 2027 would be about $15.5 million and provided a reserve study executive summary which detailed all of the assets to maintain and replace from 2023 – 2027. Mr. Fetsick summarized the return-on-investment situation. Mr.
Ludmerer stated that once the district has reviewed the improvement plan for Phase 2 at the March 10, 2023, meeting, they can then agree on an assessment and/or bond amount to proceed with the assessment methodology and bond referendum. A lengthy discussion continued on this item.

FOURTH ORDER OF BUSINESS	Input from the Board of Supervisors Regarding the Business Plan Concept

The Board decided to defer this item to the next workshop meeting on April 4, 2023, from 2:00 p.m. – 4:00 p.m.

FIFTH ORDER OF BUSINESS	Adjournment
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There were no additional items to come before the Board.

ON MOTION by Ms. Dickson, with all in favor, the February 28, 2023, Board of Supervisors Workshop Meeting of University Park Recreation District was adjourned at 11:58 a.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

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University Park Recreation District

Consideration of the Minutes of the March 10, 2023, Board of Supervisors Meeting

MINUTES OF MEETING

UNIVERSITY PARK RECREATION DISTRICT BOARD OF SUPERVISORS MEETING
Friday, March 10, 2023
1:00 p.m.
Community Center
8301 The Park Boulevard, University Park, FL 34201
Board Members present at roll call in person or via phone: Sally Dickson	Chairperson
Mark Criden	Vice Chairperson
Steve Ludmerer	Treasurer / 2nd Vice Chairperson
David Murphy	Assistant Secretary
Rusty Piersons	Assistant Secretary Also, Present in person or via phone:
Vivian Carvalho	District Manager – PFM Group Consulting LLC Venessa Ripoll	PFM Group Consulting LLC (via phone)
Brent Wilder	PFM Financial Advisors
John Fetsick	General Manager – Country Club
Curtis Nickerson	Director of Properties & Facilities- Country Club Mark Barnebey	 District Counsel – Blalock Walters
Various Members of the General Public

FIRST ORDER OF BUSINESS	Organizational Matters Call to Order and Roll Call
The meeting was called to order at 1:03 p.m. by Ms. Dickson and Ms. Carvalho confirmed quorum to proceed with the meeting. Those in attendance are outlined above.

Public Comments

Mr. Case stated that the University Park Community Association Chair Council is currently meeting in the Lakeside room and suggested the Board of the RD consider moving the meetings to the Lakeside room as well. The Board will look into the option and consideration since in the previous times there was always issue with the audio in the room and via zoom.

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SECOND ORDER OF BUSINESS	Administrative Matters

Consideration of the Minutes of the January 31, 2023, Board of Supervisors Workshop Meeting, the Minutes of the February 10, 2023, Board of Supervisors Meeting and the Minutes of the February 14, 2023, Continued Board of Supervisors Workshop Meeting

The Board reviewed the minutes.

ON MOTION by Mr. Murphy, seconded by Mr. Piersons, with all in favor, the Board approved the Minutes of the January 31, 2023, Board of Supervisors Workshop Meeting, the Minutes of the February 10, 2023, Board of Supervisors Meeting and the Minutes of the February 14, 2023, Continued Board of Supervisors Workshop Meeting.

THRID ORDER OF BUSINESS	Staff Report Matters

District Counsel – Mr. Barnebey stated the DRI and site zoning amendments are moving along swiftly. He had spoken with the general counsel from Herons Glen who provided some insight concerning the Committee under the Sunshine Law. He mentioned that there is a transfer fee for their Community Association and the proceeds goes 100% to Herons Glen RD.

District Manager – Ms. Carvalho reminded the Board of the dates for the next upcoming meetings:

Workshop Meeting: April 4, 2023 @ 2:00 p.m.
Board of Supervisors Meeting: April 14, 2023 @ 1:00 p.m.

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Club Management (Management Discussion & Analysis Report) – Mr. Fetsick updated the Board on the new staff including Ms. Christina Dickman as the new Dining Room Manager and Chef Roger is back alongside of Sous Chef McCoy, starting on March 27 and March 15 respectively.

He stated that there are a total of 1,288 vs members, 61 active trial memberships, and 152 grandfathered non-members. He mentioned that Mr. Lee Salerno is an excellent addition to the Racquet Club program.

Mr. Fetsick stated that with Chef Roger back, they are focusing on the reduction of the cost of goods sold with efficiency and effectiveness.

FOURTH ORDER OF BUSINESS	Business Matters

Presentation from Mark Criden Pertaining to Capital Improvement Projects

Mr. Criden reviewed a presentation on the capital improvement projects that are currently being considered. He stated that the total cost of the project would cost $12,935,000.00. He requested authorization for an estimator for 6 components at a cost of $2,500 per component. Ms. Dickson commented how well the rendering proposal fit the consistency of the look they were going for and the feel of the community.

Mr. Murphy asked if the estimator could check the capability of adding a second floor to the Varsity Club and if could be restructured. Mr. Criden stated that he will have a discussion with Mr. Michael Beaumier, who knows the recommended estimator, they will look into if they can put together an estimate who is a licensed engineer. A second floor for the varsity club could be used for more office space, Ms. Dickson asked about the potential of adding windows as well.

ON MOTION by Mr. Criden, seconded by Mr. Murphy, with all in favor, the Board approved a not to exceed amount of $2,500 per component.

Presentation from Steve Ludmerer Pertaining to Financing Options for the Capital Improvement Projects and Timeline

Mr. Ludmerer provided an overview of the presentation including the key dates for required Board action. There was a lengthy discussion concerning the financing options for the capital improvement projects where Mr. Fetsick provided some feedback. Mr. Ludmerer requested a
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summary of the conversations that Mr. Criden had with the neighborhood. Mr. Piersons asked for more details concerning the irrigation projects that are ongoing.

Mr. Case mentioned that a 20-year loan would not have too much overhead cost of closing versus a 30-year bond. Ms. Gay thanked Mr. Ludmerer for the presentation and stated her support for the bond and project cost.

FIFTH ORDER OF BUSINESS	District Financial Matters

Ratification of Payment Authorizations #87-88

Mr. Fetsick reviewed the payment authorizations.

ON MOTION by Mr. Criden, seconded by Mr. Ludmerer, with all in favor, the Board ratified Payment Authorizations #87-88.

Supervisor Requests & Comments

There were no requests at this time.

FIFTH ORDER OF BUSINESS	Adjournment

There were no additional items to come before the Board.

ON MOTION by Mr. Criden, seconded by Mr. Piersons, with all in favor, the March 10, 2023, Board of Supervisors Meeting of University Park Recreation District was adjourned at 4:17 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

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University Park Recreation District

Club Management Management Discussion & Analysis Report

Staffing

I am pleased to announce the hiring of Merci Harrod in the newly created position of Executive & HR Assistant. As the title implies, Merci will primarily support Linda Somma and me. Merci joins us with extensive office management and administration experience, most recently as a Litigation Assistant.
In addition, Junius “JC” Clark, who primarily works in our F&B operation, has been added to the Racquets Team as a part-time Pickleball Professional. Junius brings an energetic and passionate approach to the Pickleball program, and his lesson/clinic book is quickly filling up.
Other areas of recruitment include GCM, F&B (a handful of new FOH staff hired) and the HOA Management Team.
Membership

Full	
Racquets	
Social	Soc /
Res - Cmty Reqrd	
Jr. Exec.	Change in Annual Mbrs	
2022 Totals		386	125	241	521	2	1275	
Jan 2023		2	1	-2	3		4	
Feb 2023		5		0	3		8	
March 2023		5	-2	1	-1		3	
	4/10						0	
NEW	4/11						0	
Total Members	398	124	240	526	2	1290	
Add SAP		98	33				131	
Add AFP		17		29	88		134	
Add Range			13	19	28		60	
Add Tw i Ten				18	1		19	
Add Pickleball				4	32		36	
Total Passes		115	46	70	149	0	380	

*151 grandfathered non-members

Summer Golf memberships have decreased from 194 at this time a year ago to 89. This is likely due to the price increase and season length being reduced. While perhaps too aggressive, our total revenue decrease isn’t as impacted due to the cost increase. In addition, this should provide additional tee times for our annual members to utilize and the public to purchase. Long term, fewer rounds is a benefit to the golf course conditions.

Golf

Ashley and I continue to evaluate our golf rates that go into effect on May 1, the traditional end of season.

Total rounds YTD are down 2,100 from last year. This is comprised of 3,300 fewer public rounds offset by 2,200 more member rounds. This was planned and as expected. Golf revenue remains over budget but is trailing prior year at this point.
April will include end of season Shotgun and Luncheon events for the LGA, 9-hole LGA and MGA.

The Big Summer Golf Card, which we have accepted for many years, will only be accepted on Sunday’s this year and the season length reduced to end in September.
Racquets & Fitness

As mentioned, Junius has been added to the Pickleball program. His addition, plus that of Lee Salvino two months ago, has added a great deal of talent and enthusiasm to the program.
Similar to golf, league play has concluded for our men’s and women’s tennis teams. “Thank you” and congratulations to all players who represented University Park this season.
Joe and Team hosted the first ever “Member Member” Pickleball Tournament on April 1st and the team is working with Racquets Member Kelly Reeve on a Tennis Tournament on April 28th.
On the Fitness side, today was the first ever Fitness Social. This event included a Balance, Strength & Stretch class followed by drinks and breakfast. Many came and burned off calories and then added calories with a mimosa!

Member Events

As high season concludes, I’d like to thank the staff and members for a busy season of members events! From our traditional Trivia & Bingo nights to bus trips to sporting events and sunset cruises, the staff did a phenomenal job providing a wide variety of events for the membership with varying interests.

Statements of Operations (as of February 28, 2023):

UNIVERSITY PARK COUNTRY CLUB & RD								
FIVE MONTHS ENDING FEBRUARY 28, 2023								
(in thousands)								
SUMMARY STATEMENT OF OPERATIONS		FY2023		FY2023		FY2023		
Description		YTD Actual		YTD Budget		YTD Variance		
								
REVENUE:								
MEMBERSHIP DUES		$	1,994		$	1,870		$	124		
GOLF OPERATIONS		1,880		1,683		198	(a)	
TENNIS & FITNESS CENTRE		51		42		8		
RESTAURANT INCOME		1,275		1,132		143	(b)	
OTHER INCOME		18		20		(2)		
TOTAL REVENUE		$	5,218		$	4,747		$	471		
								
EXPENSES:								
GOLF OPERATIONS		$	657		$	679		$	(22)		
TENNIS & FITNESS CENTRE		170		189		(19)		
RESTAURANT		1,638		1,402		236	(b)	
GOLF COURSE MAINTENANCE		1,144		1,204		(60)		
GENERAL & ADMIN		761		800		(38)		
TOTAL DIRECT EXPENSES		$	4,371		$	4,274		$	97		
								
OPERATING INCOME/(LOSS)		$	847		$	473		$	374		
								
CAPITAL ALLOCATION:								
INITIATION FEES & OTHER		$	457		$	408		49		
OUTSIDE GOLF -CAPITAL ALLOCATION		137		94		43		
CAPITAL DUES		49		49		0		
TOTAL CAPITAL ALLOCATION		$	643		$	551		$	92		

$198k favorable to budget due to 1,234 more rounds than budgeted and increased public rates.
$143k favorable to budget due to overall increased capacity for a la carte dining and member events and slight menu pricing to combat continued inflation.

$236k unfavorable to budget primarily due to higher COGS (variable with revenue + real cost increases) and labor increases (OT wages due to club activity).

Non-F&B expenses in general are below budget primarily due to certain staffing positions not currently filled (e.g., LGA Golf Pro, receptionist in Tennis, GCM laborers, etc.).

Revenue Flash Report (as of March 31, 2023):

	March		YTD		
(in thousands)	Actual	Budget	Variance		Actual	Budget	Variance		
									
MEMBERSHIP DUES	$	405	$	525	$	(120)		$	2,399	$	2,395	$	4	(a)	
GOLF OPERATIONS	505	497	8		2,386	2,180	206	(b)	
TENNIS & FITNESS CENTRE	19	11	9		70	53	17		
RESTAURANT OPERATIONS	279	300	(21)		1,554	1,432	122		
OTHER INCOME	2	1	1		20	21	(2)		
TOTAL OPERATING REVENUE:	$ 1,211	$ 1,334	$	(124)		$	6,429	$	6,081	$	347		
									
CAPITAL ALLOCATION:									
INITIATION FEES & OTHER	$	54	$	18	$	36		$	510	$	426	$	85		
OUTSIDE GOLF -CAPITAL ALLOCATION	39	19	20		176	113	63		
CAPITAL DUES	25	25	0		74	74	0		
TOTAL CAPITAL ALLOCATION:	$	118	$	61	$	57		$	760	$	612	$	149		
									
TOTAL REVENUE:	$ 1,328	$ 1,395	$	(67)		$	7,189	$	6,693	$	496		

120k unfavorable to budget due to the recording of summer memberships in April.
206k over Budget YTD due to pricing and more outside rounds than budgeted, as outlined below:
Rounds of Golf (as of March 31, 2023):

	March		YTD	
	Actual	Budget	Variance		Actual	Budget	Variance	
								
Member Rounds	5,589	5,240	349		27,606	27,555	51	
Outside Rounds	4,257	3,810	447		20,234	18,255	1,979	
	9,846	9,050	796		47,840	45,810	2,030	

Rounds of Golf (as of March 31, 2022):

Member Rounds	5,234	4,990	244		26,457	26,230	227	
Outside Rounds	4,301	3,810	491		23,562	19,485	4,077	
	9,535	8,800	735		50,019	45,715	4,304	

Capital Improvement Plan Update

FY 2024 Budget Update and Key Assumptions

Review & Consideration of Retaining Bond Counsel

IiGreenbergTraurig

Robert C. Gang, Esq,
(305) 579-0886
gangr@gtlaw.com

March 27, 2023

University Park Recreation District c/o PFM Group Consulting, LLC 200 South Orange Avenue Orlando, Florida 32801

Attention:	Vivian Carvalho
District Manager

Bond Counsel Services - University-Park Recreation Di tri.ct

Re:

Ladies and Gentlemen:

Greenberg Traurig P.A. ("GT") would be pleased to continue to serve as Bond Counsel to
University Park Recreation District (the "District") in connection with its proposed financing program involving (i) the holding of a referendum regarding the issuance of a second series of special assessment bonds ("Series 2023 Bonds") to acquire, upgrade and improve facilities of the District (the "Project"), (ii) the preparation of documents to authorize the issuance of the Series 2023 Bonds and authorize the validation of such Series 2023 Bonds, upon passage of such referendum, (iii) assistance to District Counsel in connection with the judicial validation of the Series 2023 Bonds, (iv) upon successful validation and expiration of the appeal period, the issuance of the Series 2023 Bonds through a competitive public sale pursuant to a supplemental trust indenture, (v) if financially advantageous, negotiating additional security in the form of municipal bond insurance and (vi) the delivery of our approving opinion to investors on the validity of the Series 2023 Bonds and the exclusion from gross income of interest on the Series 2023 Bonds. Items (i) through (vi) above are hereinafter referred to as the "Bond Counsel Representation".

GT is also pleased to offer its services as Disclosure Counsel that will involve the preparation of the District's preliminary and final official statements in connection with the public sale of the Series 2023 Bonds, as well as its continuing disclosure agreement. These services are hereinafter referred to as the "Disclosure Counsel Representation".

Our fee for the Bond Counsel Representation will be $65,000; our fee for the Disclosure Counsel Representation, if combined with the Bond Counsel Representation, will be $25,000. Expenses will be separately billed after the closing with appropriate supporting documentation. In the unlikely case that the referendum is voted down, or the bonds are not validated, we would expect to bill the District for our time at our normal hourly rates, less 25%. In my 37 years of bond counsel practice in Florida, I have never experienced a failed bond validation.

Greenberg Traurig, P.A. I Attorneys at Law
333 SE 2nd Avenue I Suite 4400 I Miami, FL 33131 I T +1 305.579.0500 I F +1 305.579.0717
www.gtlaw.com

University Park Recreation District c/o PFM Group Consulting, LLC Attention: Vivian Carvalho
March 27, 2023
Page 2

I would appreciate it if this engagement letter for the Representations described above could be presented to the Board of Supervisors at its next meeting. If the foregoing proposal is acceptable to the District, please so indicate by executing a copy this letter and emailing a copy back to me.

We look forward to serving the District as its Bond Counsel and Disclosure Counsel.

Yours sincerely,
R(!:;;::::J
Accepted and agreed to this _ day of April, 2023

Authorized Signatory

Cc: Mark P. Barnebey, Esq. RCG/ech

Greenberg Traurig, P.A. I Attorneys at Law
 	
www.gtlaw.com

TAMPA
2502 Rocky Point Drive Suite 1060
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax

Nabors.

·b1·

GI	Ill'§),
NickersonP.A
ATTORNE	S	f-\T	LAW

TALLAHASSEE
1500 Mahan Drive
Suite 200
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax

PLANTATION
8201 Peters Road
Suite 1000
Plantation, Florida 33324
(954) 315-0268 Tel

BOND COUNSEL AND/OR DISCLOSURE COUNSEL ENGAGEMENT LETTER

March 27, 2023

Board of Supervisors
University Park Recreation District c/o Mark P. Barnebey, Esq.
Blalock Walters, P.A.
Bradenton, Florida

Re: Non-Ad Valorem Assessment Bonds, Series 2023 Dear Members:
The purpose of this letter is to set forth the role we propose to serve and responsibilities we propose to assume as bond counsel and/or disclosure counsel in connection with the issuance of the above-referenced bonds (the "Bonds"). Nabors, Giblin & Nickerson, P.A. ("NGN") is a Florida based firm with offices in Tampa, Plantation and Tallahassee. Established in August 1984, NGN was formed so that its principals could focus their practice upon the representation oflocal government on a statewide basis, specializing in public finance and general governmental and administrative law. NGN still operates on this premise and currently has 23 attorneys with extensive experience and primary dedication to representing governmental clients in the areas of bond finance practice, capital finance practice, public utilities practice, litigation practice, governance structures, financial transactions practice and public/private partnerships. Over the last five years, NGN has served as bond counsel in approximately 606 financings with an approximate aggregate principal amount of $21.3 billion. During such period of time, NGN has also served as disclosure counsel in approximately 173 transactions with an approximate aggregate principal amount of $18.8 billion and as underwriters' counsel in approximately 146 transactions with an approximate aggregate principal amount of $4.7 billion.
Specifically, NGN has been on the forefront of representation of special districts since the early 1990s, representing over 200 special districts, the majority of which are community development districts, as bond counsel and/or disclosure counsel. NGN has also been involved in numerous other special district financings as underwriter's counsel, trustee's counsel and

bank counsel. NGN currently serves as bond counsel to many of the major national and regional home builders and developers, including D.R. Horton, Forestar, Mattamy Homes, Metro Development Group, Lennar and KB Homes, among others.

Ritesh S. Patel will be the attorney primarily responsible to the District. Currently a shareholder with NGN, Mr. Patel is located in the Tampa office and has over twenty years of public finance experience. Mr. Patel will be assisted by Cynthia E. Wilhelm, who has over seven years of experience in municipal finance law, with an emphasis on special district financing, and Richard B. Harb, who was selected as a Super Lawyers® Rising Star in 2022 for government finance and is NGN's lead attorney for more complex tax-related matters. All of the public finance lawyers at NGN are knowledgeable with respect to the types of tax issues that may arise in a typical bond transaction. For more information on NGN, please visit our website at www.ngnlaw.com.

Bond Counsel Services

In general, bond counsel is engaged as recognized counsel specially experienced in Florida law and federal tax and securities laws relating to governmental obligations, whose primary responsibility will be to render an objective legal opinion with respect to the authorization and validity of the Bonds and the tax treatment of interest payable on such Bonds under federal income tax laws. As bond counsel, we will examine applicable laws, prepare and/or review various documents required for the successful closing of the transaction, and undertake such additional duties as we deem necessary to render our opinion. The above­ described services specifically include, but are not limited, to the following:

consulting with representatives of the District (including the District's general counsel and the District's financial advisor) concerning all legal questions relating to the Bonds and the security for the payment of debt service on the Bonds;

attending meetings of the District during which the proposed financing will be considered;

drafting competitive sale documents;

drafting the required trust indentures, including supplemental trust indentures, certain resolutions of the District authorizing the issuance of the Bonds, and the Arbitrage and Tax Certificate and other related documents, certificates and legal opinions required for closing;

analyzing and resolving tax problems associated with the financing;

conducting the preclosing and the closing in connection with the financing;

reviewing documents drafted by disclosure counsel;

rev1ewmg documents drafted by the District's financial advisor or general counsel to the District;

reviewing various reports prepared in connection with the financing, including but not limited to assessment methodology reports; and
providing the District such other legal services and advice with respect to the financing as are traditionally provided by bond counsel, including, but not limited to, drafting and negotiating required consents or waivers for any proposed amendments to existing bond documents.

Subject to the completion of proceedings to our satisfaction, we will render our opinion for the Bonds addressed to the District, with a reliance letter addressed to the underwriter and the trustee, substantially to the effect that the Bonds are valid, binding and enforceable Bonds of the District and, if the Bonds are tax-exempt, that the interest thereon is excludable from gross income of the owners under the income tax laws of the United States in effect on the date such Bonds are delivered to the underwriter. The opinion will also opine as to such other matters, if any, that are at the date of closing normally included in the opinions of bond counsel for similar transactions.

Disclosure Counsel Services

In general, Disclosure Counsel is engaged as recognized counsel specially experienced in federal securities laws relating to governmental obligations, whose primary responsibility will be to draft the preliminary and final official statements in connection with the sale of the Bonds. As disclosure counsel, we will examine applicable laws, prepare and/or review various documents required for the successful marketing and sale of the Bonds, and undertake such additional duties as we deem necessary. The above-described services specifically include, but are not limited to, the following:

consultation with District officials and staff concerning disclosure questions and issues relating to the issuance of the Bonds and continuing disclosure requirements;

attending any meeting of the District or any meeting of staff, relating to the issuance of the Bonds or disclosure matters;
preparing and/or reviewing the District's bond or certificate purchase agreements in the event the Bonds are offered pursuant to a negotiated sale;
preparing and/or reviewing the District's public sale solicitation documents in the event the Bonds are offered pursuant to a competitive bid;

preparing the District's preliminary and final official statements m connection with the issuance of the Bonds;
supervising and coordinating the printing and delivery of the preliminary and final official statements;
reviewing all bond/financing documents prepared in connection with an issuance of the Bonds to the extent such documents involve disclosure matters;
providing a written IO(b)-5 disclosure opinion to the District at the time the Bonds are issued utilizing a disclosure document prepared by disclosure counsel;
providing a reliance letter or written I O(b)-5 disclosure opinion to the underwriters at the time the Bonds are issued; and
consulting with District officials and staff regarding all matters relating to continuing disclosure requirements, specifically those imposed by Securities and Exchange Commission Rule 15c2-12, as amended (the "Rule"). Disclosure Counsel's responsibilities with respect to continuing disclosure shall involve, but not be limited to, providing advice and assistance with respect to the following issues:
determination of "material events" (as defined in the Rule) and timely disclosure of same;

the Rule;

yearly disclosure of "annual information" (as defined in the Rule); yearly disclosure of audited financial statements;
timely disclosure of any material failure by the District to comply with

determination and preparation of new language required by the Rule to be included in bond resolutions and official statements;
obtaining assurances and agreements from other "material persons" or "obligated persons" (as such terms are defined in the Rule) involved in a bond transaction that such persons will comply with the Rule; and
any and all other matters regarding the Rule and the District's continuing disclosure with respect to the Bonds.
Subject to the completion of proceedings to our satisfaction, we will render our opinion for the Bonds addressed to the District, with a reliance letter addressed to the underwriter,

substantially to the effect that our participation in the transaction as disclosure counsel did not disclose to us any information which gives us reason to believe that the official statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The opinion will also opine as to such other matters, if any, that are at the date of closing normally included in the opinions of disclosure counsel for similar transactions.

The opinions will be dated and executed and delivered by us in written form on the date the Bonds are issued (the "Closing") and will be based on existing law as of its date. Upon the delivery of the opinions and the filing of all appropriate closing documents, our responsibilities as bond counsel and/or disclosure counsel will be concluded with respect to the financing. We agree, however, to provide continuing advice to the District at no charge (not to exceed five
(5) hours of time) concerning legal questions that may arise after the Closing with respect to the Bonds, including without limitation, questions concerning compliance with the District's Bonds under the financing documents and any actions necessary to assure that interest on the Bonds will continue to be excluded from gross income for federal income tax purposes, and with respect to any continuing disclosure of the Bonds of the District.

In rendering the opinions, we will rely upon the certified proceedings and other certifications of public officials, the District representatives and other persons furnished to us without undertaking to verify the same by independent investigation. We do not review the financial condition of the District, the project to be financed with proceeds of the Bonds, or the adequacy of the security provided therefor, and we will express no opinion relating thereto.

We represent that we are currently insured (lawyers professional liability insurance in the amount of $8,000,000 (total and aggregate)) and will continue such insurance or its equivalent or better until the financing has closed or our engagement as bond counsel and/or disclosure counsel for the financing is terminated.

Based upon (a) our current understanding of the terms, structure, size, method of sale and schedule of the financing, (b) the duties we will undertake pursuant to this letter, (c) the time we anticipate devoting to the financing, and (d) the responsibilities we assume, we agree that our fee hereunder for bond counsel services only will be equal to $62,500 and our fee for disclosure counsel services only would be $42,500. However, if we are selected to serve as both bond counsel and disclosure counsel, we would agree that our fee for bond counsel would be $55,000 and our fee for disclosure counsel services would be $37,500. Such fee would be subject to adjustment, but only by mutual agreement, if (i) the principal amount of the Bonds actually issued increases significantly, (ii) material changes in the structure or method of the financing occur, or (iii) unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility (such as litigation or involvement in credit rating or enhancement negotiations).

It is our policy to provide to you the most effective support systems available, while at the same time allocating the costs of such systems in accordance with the usage of the services by individual clients. Therefore, in addition to our fees for legal services, we also charge separately for certain costs and expense disbursements, including messenger, courier and other special communication costs; long-distance telephone and facsimile charges; document reproduction; transcript reproduction; and computer research facilities. Certain services and expenses which involve payments made to third parties include an additional charge based upon our internal costs with respect to those services and expenses.

Our practice is to render one statement for professional services, disbursements and expenses at the Closing of the issue and to receive payment in full at that time.

We agree that our fee for services hereunder will be contingent upon the successful closing of the financing. If the financing is abandoned, we will not be entitled to any fee for services but will be entitled to be reimbursed for our disbursements and expenses.

If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed copy of this letter signed by an appropriate officer, retaining the original for your files.
We appreciate the opportunity to be of service to you.

NABORS, GIBLIN & NICKERSON, P.A.

By:
Ri eholder

Accepted and Approved:

UNIVERSITY PARK RECREATION DISTRICT

By	­
Name: 	
Title: 	

University Park Recreation District

Review & Consideration of Financial Advisor & District Management Fees for Cost of Issuance

April 11, 2023

Steve Ludmerer Treasurer
University Park Recreation District 3501 Quadrangle Blvd., Ste 270
Orlando, FL 32817 Dear Mr. Ludmerer:

3501 Quadrangle Blvd
Suite 270
Orlando, FL 32817
407.723.5900

pfm.com

As provided for in Exhibit A and Exhibit B of the Agreement for Financial Advisory
Services (“Agreement”) between Fishkind and Associates, Inc. (“Fishkind”) and the University Park Recreation District (the “Client” and/or “District”) dated January 4, 2019 and assigned to PFM Financial Advisors, LLC (“PFM”) on April 18, 2019, PFM agrees to provide Financial Advisory (“FA”) services associated with the Series 2023 Bond issuance consistent with Agreement.

Services to be Provided:
As requested by the District, PFM agrees to provide assessment consulting and debt transaction management services associated with the District’s Series 2023 Bonds as such services are described in Exhibit A of the Agreement.

Compensation for Services Provided:
PFM shall be compensated a fixed fee of 0.50% of the gross bond proceeds of the Series 2023 Bonds (subject to a minimum fee of $50,000) plus expenses not to exceed $2,500, for the assessment consulting and debt transaction management services described above. Such fees are contingent upon the successful issuance of the Series 2023 Bonds and payable at closing. The fee is applicable whether the 2023 Bonds are issued as publicly offered bonds or direct placement bank loan.

Subject to the receipt and access to information we deem necessary, in our sole discretion, to complete the tasks outlined above, PFM anticipates being able to complete the scope of work within the scheduled timeline as presented by the District.

UPRD
April 11, 2023

Provided the terms are acceptable, please have an authorized official of the District sign and return a copy of this letter to us to acknowledge acceptance of the terms of this engagement.

Sincerely,

__________________

PFM FINANCIAL ADVISORS LLC

Managing Director

Accepted by:

(Signature)

(Print Name)

(Date)

0	April 12, 2023
Steve Ludmerer Treasurer
University Park Recreation District 3501 Quadrangle Blvd., Ste 270
Orlando, FL 32817

Dear Mr. Ludmerer:

pfm

3501 Quadrangle Blvd
Suite 270
Orlando, FL 32817
407.723.5900

pfm.com

In conjunction with the Series 2023 Bond Issuance, PFM Group Consulting LLC's ("PFM") District Management Team has been requested to provide services in addition to those outlined in the District Management Contract between Fishkind & Associates Inc. and the District dated January 4, 2019 and subsequently assigned to PFM Group Consulting LLC on April 4, 2019 (the "Agreement"). Below is a summary of the services requested and the cost for those services.

Services to be Provided:
District Manager shall be responsible for mailing the notice of bond referendum for the proposed Series 2023 Bonds. The mailed notice shall include an absentee ballot for voting and a ballot envelope for returning to the District. The District Management Office shall be the sole receiver of ballots. The locked box shall only be opened by District Manager personnel after the close of the polls on election day. District Management shall tally the votes, and upon completion of the tally, shall announce the results publicly.

In addition, notice of the election shall be published in the Bradenton Herald by District Management at least twice: once in the firth week prior to the election day and once in the third week prior to the election day.

If the referendum is approved by the voters, District Manager shall also assist with the issuance of the Series 2023 Bonds including review of relevant documents.

Compensation for Services Provided:
PFM shall be compensated a fixed fee of $10,000.00 plus expenses not to exceed
$2,500.00. Expenses do not include postage for the mailed notices or required newspaper publications which shall be borne by the District separately. PFM's fee is contingent upon the successful issuance of the Series 2023 Bonds and payable at closing.

Provided the terms are acceptable, please have an authorized official of the District sign and return a copy of this letter to us to acknowledge acceptance of the terms of this engagement.

Sincerely,
PFM GROUP CONSULTING LLC

0

UPRD
April 12, 2023
Paae 2

Accepted by:

(Signature)

(Print Name)

(Date)

University Park Recreation District

Ratification of Payment Authorizations # 89 - 90

	University Park Recreation District		
3/2/2023			
	Payment Authorization No. 89		
	
O&M - General Fund Expenses		
Vendor	Invoice	Description	Amount	
PFM	OE-EXP-02-2023-48 Postage	$	6.57	
Phillips Feldman Group	147271	Accounting  Services	$	750.00	
McClatchy Company, LLC	180728	Notice of Public Meeting - February 2023	$	164.23	

O&M - General Fund Expenses Total	$	920.80

Asst. Secretary/Secretary	AsstTr{¥-

1735 Market Street 42nd Floor Philadelphia, PA 19103
+1 (215) 5676100

Company Address:

BiJITo:		

University Park Recreation District
/o PFM Group Consulting District Accounting Department
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817 United States of America

Remittance Options:

PFM Group Consulting LLC PO Box 65126
Baltimore, MD 21264-5126 United States of America

pfm

RE:	January 2023 Postage $6.57

Expenses
Total Amount Due

$6.57
$6.57

Date	Invoice Number	
February 21, 2023	OE-EXP-02-2023-48	
Payment Terms	Due Date	
Upon Receipt	February 21, 2023	

1	of

Date:	2/15/2023	
Invoice Number:	147271	
Client:	10619	

C/O Paul Fay, Controller University Park Recreation District 7671 The Park Boulevard University Park, FL 34201

Please make your check payable to Phillips Feldman Group and enclose the top portion of this invoice with your payment.

	You may make your payment online at WWW.SWFLCPAS.COM by credit card, debit card or e-check or by calling our office.

For professional services rendered as follows:

Progress billing relative to out of pocket expense for LeaseCrunch software	$750.00

Invoice Total:	$750 00

INVOICE
DUE AND PAYABLE UPON RECEIPT
A monthly finance charge of 1 1 2	will be applied on all unpaid items after 30 days.
This monthly finance charge is calculated at an Annual Percentage Rate of 18

Phillips Feldman
GROUP

Certified Public Accountants 801 Laurel Oak Driv Suite 303, J r  FL 34108 P 239 566 1600 I F 239 566 1901  swflcpas.com

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Page1 of1

UNIVERSITY PARK RECREATION DISTRICT
Attn:Accounts Payable 7671THE PARK BOULEVARD UNIVERSITY PARK BRADENTON,FL 34201

FEBRUARY INVOICE	
Invoice No.:	180728	
Invoice Date:	02/28/2073	
Due Date:	03/30/2023	
Bill-To Account:	29585	
Sales Rep:	CrystalTrunick	

lHls	RIii

Dates	OrderNo.	Product	Sllle	Billed	nmes	HetAmount

02/03/10"[3 -02/03/1023	374690		Print Legal Ad-lPL01068160	BRD-Bradenton Herald	1x63L	63l	$74.88 IPL0106816	Legal I Legals & Public Notices CLS
02/22/2023 · 02/22/2023	385558	Print Legal Ad-lPL01106250	ORD-Bradenton Herald	1 x54L	54 L	$89.35
IPL0110625	Legal I Legals & Public Notices CLS

February Summary

AmountDue:

$164 7J

McClatchy Company LLC PO Box 510150
Livonia Ml 48151

Please Return This Portion With Your Payment (Thank You)

ADVERTISING INVOICE
UNIVERSITY PARK RECREATION DISTRICT
Attn: Accounts Payable 7671 THE PARK BOULEVARD UNIVERSITY PARK BRADENTON, FL 34201

0000029585 0000180728 000016423 9

FEBRUARY INVOICE	
Invoice No.:	180728	
Account No.:	29585	
ccount Name:	UNIVERSITY PARK RECREATION DISTRICT	
Amount Due:	$164.23	

Email questions to smreditandcollections@mcclatchy.com

McClatchy Company LLC
PO Box 510150
Livonia Ml 48151

3/16/2023

University Park Recreation District

Payment Authorization No. 90

O&M - General Fund Expenses

Vendor	Invoice	Description	Amount	
Blalock Walters	40896-000-53	General Representation - February 2023	$	6,736.00	
Blalock Walters	40896-028-8	Amendment to Ori Dev. Order & GDP	$	2,995.00	
Phillips Feldman Group	147388	FY 2022 Audit	$	5,000.00	

O&M - General Fund Expenses Total	$  14,731.00

Asst. Secretary/Secretary	Asst. Treasu	

P.O. Box 469 Bradenton, Florida 34206-0469
ph: 941.748.0100 fx: 941.745.2093

UNIVERSITY PARK RECREATION DISTRICT PFM FINANCIAL ADVISORS, LLC
3504 LAKE LYNDA DRIVE, SUITE 107
ORLANDO, FL  32817

Page	1
February 28, 2023
Account #	40896-000
Invoice #	40896-000-53

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM GENERAL REPRESENTATION

REMITTANCE COPY

BALANCE

40896-000

MPB	$6,736.00

If you prefer to receive paperless invoices by email, please complete the information below or email billing@blalockwalters.com.

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

Please Return the Remittance Copy with Your Payment Make Check Payable to Blalock Walters, P.A.
Federal Tax ID# 59-1950976

P.O. Box 469• Bradenton, Florida 34206-0469 ph: 941.748.0100 fx: 941.745.2093

UNIVERSITY PARK RECREATION DISTRICT PFM FINANCIAL ADVISORS, LLC
3504 LAKE LYNDA DRIVE, SUITE 107
ORLANDO, FL 32817

Page:	1
February 28, 2023
Account# 40896-000
Invoice #	40896-000-53

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM

	GENERAL REPRESENTATION		

MPB			
	
For Professional Services Rendered Thru 02/28/2023		

02/01/2023	
MJP	Review of issue relating to Mutual Cooperation Agreement.	HOURS
0.20	
44.00	
	MJP	Review current CCR and proposed amendments.
MPB		Telephone conference with John Fetsick and the Chair; work on CCR amendment issues.	0.50

0.50	110.00

125.00	
02/02/2023	MJP		Review of proposed CCR amendments; analysis regarding the same; review relevant amendments.	
3.10	
682.00	
	MPB	Telephone conference with Vivian Carvalho.	0.40	100.00	
02/03/2023	MJP	Continued review of proposed amendments to CCRs.	0.70	154.00	
	MPB	Telephone call to Rusty Pierson.	0.10	25.00	
02/05/2023	MPB  Review issue related to Heron Glen trip.	0.20	50.00	
02/07/2023	MPB	Telephone conference with Rusty Pierson.	0.60	150.00	
02/08/2023	MPB  Review rules for rate adjustments.	6.50	1,625.00	
02/09/2023	MJP	Review of agenda for meeting.
MPB Work on response to letter from John Moran; review and respond to Memorandum from Sally Dickson.	0.20

1.40	44.00

350.00	
02/10/2023	MJP	Review of information relating to CCRs.
MJP	Outline revisions to CCR; Conference with Attorney Barnebey regarding CCR amendments.	0.20

1.20	44.00

264.00	
	MPB Finalize letter to James Moran; preparation for and attendance at Board meeting.	
3.40	
850.00	
02/13/2023	MPB Review and respond to Memorandums from David Murphy; telephone call to John Fetsick.	
0.30	
75.00	

UNIVERSITY PARK RECREATION DISTRICT GENERAL REPRESENTATION
MPB

02/14/2023	MPB Review draft Charter Ordinance; preparation for and attendance at

Page:	2
February 28, 2023
Account # 40896-000
Invoice#	40896-000-53
HOURS

Workshop.	2.60	650.00
JO	Review emails from Jamie Elbert regarding revised documents.	0.40	50.00

02/16/2023	MPB Telephone conference with Bob Gang regarding bond covenants.	0.30	75.00
02/17/2023	MPB Telephone conference with Bob Gang's office.	0.10	25.00
02/21/2023	MJP Review of issue relating to CCR amendments.	0.20	44.00
MPS Review and respond to Memorandum from Rusty Pierson; telephone
conference with Vivian Carvalho and Steve Ludmerer.	0.70	175.00

02/22/2023	MPS Preparation for and attendance at Agenda meeting.	0.90	225.00
02/28/2023	MPS Review and respond to Memorandum from Steve Ludmerer; preparation for and attendance at University ark Recreation District

Workshop; conference with John Fetsick regardiung possible claims.

--3.20 	800.00

TOTAL FOR THE ABOVE SERVICES	27.90	6,736.00 TOTAL CURRENT WORK		 6,736.00
PREVIOUS BALANCE	$4,038.50

PAYMENTS RECEIVED
02/14/2023	Payment received on account.  Thank you!	-4,038.50

AMOUNT DUE (includes Previous Balance if shown above)	$6,736.00

If you prefer to receive paperless invoices by email, please complete the information below or email billing@blalockwalters.com.

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

Please Return the Remittance Copy with Your Payment Make Check Payable to Blalock Walters, P.A.
Federal Tax ID# 59-1950976

P.O. Box 469 Bradenton, Florida 34206-0469
ph: 941.748.0100 fx: 941.745.2093

UNIVERSITY PARK RECREATION DISTRICT PFM FINANCIAL ADVISORS, LLC
3504 LAKE LYNDA DRIVE, SUITE 107
ORLANDO, FL  32817

Page	1
February 28, 2023
Account #	40896-028
Invoice #	40896-028-8

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM AMENDMENT TO ORI DEV. ORDER & GDP

REMITTANCE COPY

BALANCE

40896-028

MPB	$2,995.00

If you prefer to receive paperless invoices by email, please complete the information below or email billing@blalockwalters.com.

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

Please Return the Remittance Copy with Your Payment
Make Check Payable to Blalock Walters, P.A.
Federal Tax ID# 59-1950976

P.O. Box 469• Bradenton, Florida 34206-0469 ph: 941.748.0100 fx: 941.745.2093

UNIVERSITY PARK RECREATION DISTRICT PFM FINANCIAL ADVISORS, LLC
3504 LAKE LYNDA DRIVE, SUITE 107
ORLANDO, FL 32817

Page:	1
February 28, 2023
Account# 40896-028
Invoice#	40896-028-8

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM

	AMENDMENT TO DRI DEV. ORDER & GDP			

MPB				
	
For Professional Services Rendered Thru 02/28/2023			

02/06/2023	
MPB	Work on status of amendments to ORI and General Development	HOURS		
	Plan.	0.20	55.00	
02/10/2023	JO	Work on revisions to ordinances.	1.25	125.00	
02/13/2023	JO	Work on revisions to ordinances and application materials.	1.50	150.00	
02/14/2023	JO	Continue to work on application for revised ORI and zoning ordinance			
	application.	0.80	80.00	
02/15/2023	JO	Work on applications in ACCELA. Email with County staff.	1.10	110.00	
	TOTAL FOR THE ABOVE SERVICES	4.85	520.00	
02/28/2023	MANATEE COUNTY BUILDING AND DEVELOPMENT SERVICES			
	DEVELOPMENT OF REGIONAL IMPACT - DEVELOPMENT ORDER			
	AMENDMENT		2,475.00	
	TOTAL ADVANCES		2,475.00	
	TOTAL CURRENT WORK		2,995.00	
	PREVIOUS BALANCE		$1,462.50	
	
PAYMENTS RECEIVED			

02/14/2023	
Payment received on account. Thank you!	
-1,462.50	
	
AMOUNT DUE (includes Previous Balance if shown above)	
$2,995.00	

UNIVERSITY PARK RECREATION DISTRICT AMENDMENT TO DRI DEV. ORDER & GDP MPB

Page:	2
February 28, 2023
Account# 40896-028
Invoice#	40896-028-8

If you prefer to receive paperless invoices by email, please complete the information below or email billing@blalockwalters.com.

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

Please Return the Remittance Copy with Your Payment
Make Check Payable to Blalock Walters, P.A.
Federal Tax ID# 59-1950976

Date:	3/6/2023	
Invoice Number:	147388	
Client:	10619	

C/O Paul Fay, Controller University Park Recreation District 7671 The Park Boulevard University Park, FL 34201

Please make your check payable to Phillips Feldman Group and enclose the top portion of this invoice with your payment.

	You may make your payment online at WWW .SWFLCPAS.COM by credit card, debit card or e-check or by calling our office.

For professional services rendered as follows:

Progress billing for fees relative to the Audit for the period ending September 30, 2022

$5,000.00

Invoice Total:	$5 000 00

INVOICE
DUE AND PAYABLEUPON RECEIPT
A monthly finance charge of 1 1/2%  will be applied on all unpaid items after 30 days.
This monthly finance charge is calculated at an Annual Percentage Rate of 18%.

. .	\ l J '.,·

Phillips Feldman
GROUP

Certified Public Accountants
801 Laurel Oak Drive, Suite 303, Naples, FL 34108
P 239 566 1600 I F 239 566 1901 I swflcpas.com