RESOLUTION NO. 2023-03 A

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT, AUTHORIZING SUBMISSION OF A REVISED AMENDMENT OF THE DISTRICT CHARTER TO THE MANATEE COUNTY COMMISSION AND THEN TO THE VOTERS AT A SPECIAL ELECTION; AMENDING DEFINITIONS SETTING THE DATE FOR THE ELECTION OF SUPERVISORS; SETTING THE LENGTH OF TERMS FOR SUPERVISORS AT THREE YEARS; ESTABLISHING REVISED VOTING PROCEDURES; CLARJFYING THAT THE CANDIDATES WITH THE MOST VOTES SHALL BE ELECTED IN AN ELECTION CYCLE; AMENDING THE PERSON AUTHORJZED TO SIGN WARRANTS OR CHECKS; AMENDING THE MAXIMUM LENGTH ALLOWABLE SHORT TERM LOAN FROM TWO YEARS TO FIVE YEARS; AMENDING THE OPTIONS FOR THE ISSUANCE OF BONDS TO ALLOW FOR ISSUANCE ACCORDING TO FLORIDA LAW; THOSE PROVIDED BY FLORIDA LAW; PROVIDING FOR APPROVAL OF A BALLOT QUESTION; PROVIDING FOR APPROVAL OF BALLOT QUESTION TITLE; PROVIDING FOR PUBLICATION; PROVIDING FOR COORDINATION WITH SUPERVISOR OF ELECTIONS; PROVIDING FOR REPEAL OF ORDINANCES IN CONFLICT; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the University Park Recreation District (the "District") is authorized by Chapters 418 and 189 Florida Statutes and Manatee County Ordinance No. 18-29, now Article III of Chapter 2-8 of the Manatee Code of Ordinances, which Ordinance serves as the Charter of the District (the "Charter"), to own, acquire, construct, equip, operate, maintain and improve recreation facilities and improvements within the District, including the facilities and improvements known as the "University Park Country Club", as deemed necessary or convenient by the Board of Supervisors of the District (the "Board") for the carrying out of the functions of the District, and to enter into contracts and agreements necessary or incidental to the functions of the District and the execution of its powers; and

WHEREAS, a Charter is an important government document to any special district; and

WHEREAS, the Board of Supervisors determined that it was appropriate to review the Charter and recommend amendments of the Charter; and

WHEREAS, as the District has now been in existence for four years, the Board has determined a number of Charter changes are in the best interest of the District to provide for clarity in election procedures, revised term lengths and additional options for short-term and long-term borrowing; and

WHEREAS, the Board of Supervisors has determined to submit the proposed Charter amendments for approval or disapproval by the County Commission and if approved by the County Commission, the electors of the District.

NOW, THEREFORE, BE IT ORDAINED by the Board of Supervisors of the University Park Recreation District:

Section 1.  Submission of Proposed Charter. Attached hereto and incorporated herein is Exhibit "A." Exhibit "A" contains the proposed amended and restated Sections of the Charter of the University Park Recreation District.

Section 2.	Ballot Title.	The following is hereby approved as the ballot title as required by Section 101.161, Florida Statutes:

Amendments to the University Park Recreation District Charter regarding elections, supervisor terms and borrowing options.

The Spanish version of this Ballot Title is attached as Exhibit "B".

Section 3. Approval of the Ballot Question. The following statement is hereby approved as the referendum question to be placed upon the ballot; as required by Section 101.161, Florida Statues:

Shall the University Park Recreation District Charter be amended as described in Exhibit "A" of Resolution 2023-03, to revise the election date for Supervisors, amend the election procedures, amend the lengths of Supervisor terms of office, amend the terms for short term and long term borrowing, and to provide for other financing and election related amendments?

Yes 	  No		

The Spanish version of this ballot question is attached as Exhibit "C".

Section 4. Coordination.	The Board and District staff are hereby authorized to coordinate with the office of the Supervisor of Elections in order to do those things necessary to have this matter considered for approval by the Manatee County Board of County Commission and, if approved by the County Commission, referendum placed on the ballot for a special election.

Section 5.  Publication. The Amended and Restated Charter shall be available for review at the District's Office located at the District Clubhouse through the date of the election. The Board of Supervisors and District staff shall publish the text of the amended Charter, the current Charter, and a Summary of the major amendments for review by the electorate by a variety of means, which may include the District's posting at the District Clubhouse and on the website, placing such information in newspapers, flyers, mailers, and other such means as appropriate. The District shall make every reasonable effort to fully inform the electorate prior to the election.

Section 6.	Repeal of Resolution.	This Resolution hereby repeals all resolutions and parts of resolutions in conflict herewith to the extent of such conflict.

Section 7. Severability. Should any portion of this Resolution be found by a court of competent jurisdiction to be illegal or unconstitutional, then such portion shall be severed and the remaining portions of the Resolution shall be unaffected thereby.

Section 8.	Effective Date.	This Resolution shall take effect upon adoption

Novembt-1 ,

APPROVED AND ADOPTED, by the Board of Supervisors, in open session, with a quorum present and voting, this.!!_ day of	2022.

First Reading:	 	 ,2022 Publication:		,2022 Second Reading and
Public Hearing:		,2022

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ATTEST:

Secretary/ Assistant Secretary

BOARD OF SUPERVISORS

DISTRICT

UNIVERSITY PARK RECREATION

3592053v1

'Exhibit "A"
Proposed Amended and Restated Sections of the Charter of the University Park Recreation District.

Exhibit "B" Ballot Title in Spanish
Titulo del Voto Electoral en Espanol

Enmiendas al University Park Recreation District Charter referente a elecciones, terminos del Supervisor y opciones de prestamo.

Exhibit "C"
Ballot Question in Spanish Pregunta Electoral en Espanol

Deberia el University Park Recreation District Charter ser enmendado como se describe en el Anexo "A" de la Resolucion 2023-03, para revisar la fecha de elecci6n de Supervisores, enmendar los procesos de elecci6n, enmendar la duraci6n de los terminos de mandato para Supervisores, enmendar los terminos de prestamos a corto y largo plazo, y proporcionar enmiendas relacionadas a otras financiaci6nes y elecciones?

Si No

Exhibit "B" AMEND SECTION 2-8-152 to read as follows:
Sec. 2-8-152. - Definitions. For the purposes ofthis article, the following additional definitions shall apply:
"Act" shall mean sections 418.20-418.26, Florida Statutes, as amended, which provide for the creation and operation of recreation districts.

"Board" shall mean the Board of Supervisors of the UPRD established pursuant to section 2-8-153.

"Bond" shall mean any general obligation bond, special assessment bond, refunding bond, revenue bond, and other such obligation in the nature of a bond. A "Bond" does not include short-term loans or lines of credit with a maturity of five year(s) or less.

"Cost," when used with reference to any Project, includes, but is not limited to: (1) the expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction.; (2) the cost of surveys, estimates, plans, and specifications; (3) the cost of improvements; (4) engineering, fiscal, and legal expenses and charges; (5) the cost of all labor, materials, machinery, and equipment; (6) the cost of all lands, properties, rights, easements, and franchises acquired; (7) financing charges; (8) the creation of initial reserve and debt service funds; (9) working capital; ( l 0) interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine; (11) the cost ofissuance of Bonds, including advertisements and printing; (12) the cost of any referendum held pursuant to this act and all other expenses of issuance of Bonds; (13) the discount, if any, on the sale or exchange of Bonds; (I 4) administrative expenses, including but not limited to trustee fees and expenses and dissemination agent fees; and (15) such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of any Project or to the financing thereof, or to the development of any lands within the UPRD.

"Elector" means any person at least 18 years of age who is a citizen of the United States, a legal resident of Florida, and who is registered to vote with the Manatee County Supervisor of Elections at his or her address within the UPRD.

"Owner" shall mean each owner of a subdivision residential lot of record or a parcel that has been developed for residential uses located in the UPRD, as appears by the deed of record, including a trustee, a private corporation or owner of a condominium unit; this definition does not include a reversioner, remainderman, mortgagee or any governmental entity, who shall not be counted and need not be notified of proceedings under this article or undertaken by the

UPRD.	Private corporations shall be considered a single ownership entity for voting purposes and shall have only one vote.

"Project" means any development, improvement, property, utility, facility, works, enterprise, or service now existing or hereafter undertaken by the UPRD or established under the provisions of this article.

"Resident" shall mean a person over eighteen (18) years of age who resides at one specific address within the UPRD for at least 183 days per calendar year.

"Supervisor" shall mean a member of the UPRD Board of Supervisors.

AMEND SECTION 2-8-153 to read as follows:

Sec. 2-8-153. - Elections; Board of Supervisors.

The UPRD shall be governed by a five-member Board of Supervisors, who shall be or Residents. Beginning with the fourth election, Supervisors shall be elected by the Owners and Residents or as permitted by the Act. Notice of elections shall be published once a week for 2 consecutive weeks in a newspaper which is in general circulation in the area of the UPRD, the last day of such publication to be not fewer than 14 days or more than 28 days before the date of the election. Beginning with the fourth election (February, 2025), the election for supervisors shall occur on the third Tuesday in February after the November general election. At least ninety days prior to any election, the Board of Supervisors shall establish voting procedures for the election consistent with this Charter and the Act. Beginning with the February, 2025, election, the Board of Supervisors may appoint a non-supervisor to coordinate and conduct the election. Beginning with the February, 2025, election and each election thereafter, candidates of the Office of Supervisor shall file with the District Manager for the seat for which the candidate is running. The filing period shall terminate 60 days prior to the date of the election. A vote by an Owner or Residents authorized to vote may be cast in person, by mail, by proxy in writing, or other means allowed by Florida law. Each proxy must be signed by the voter for which the vote is cast and must contain the typed or printed name of the individual who signed the proxy and the street address, or tax parcel identification number. The signature on a proxy need not be notarized. Upon the conclusion of the period for the casting of votes on the election day, the results shall be announced at a public meeting.

Beginning with the February, 2025, election and at each election thereafter, the candidate(s) receiving the most votes in any election shall be elected

based on the number of seats available. For example, if two seats are available, the two candidates receiving the most votes are elected. The term of office for each successful candidate commences upon election. If, during the term of office, a vacancy occurs, the remaining members of the Board shall fill the vacancy by an appointment for the remainder of the unexpired term. Supervisors shall hold office for the terms for which they were elected or appointed and until their successors are chosen and qualified. If no Resident qualifies for a seat to be filled in an election, a vacancy in that seat shall be declared by the Board effective on the second Tuesday following the election. Within 90 days thereafter, the Board shall use its best efforts to identify and appoint a Resident to fill the vacancy. Until such appointment, the incumbent Supervisor in that seat shall remain in office.

Any tie in the number of votes cast for a Supervisor seat shall be resolved by a coin flip.

As of the second election, each Supervisor has been assigned to a seat number on the Board, Seats 1 through 5. The terms of office for Seats 2 and 4, .shall expire in February, 2026, and Seats 1, 3 and 5 shall expire in February, 2025. Thereafter, the terms of office for all Supervisors shall be for 3 years.

Elections shall be nonpartisan.

The cost of elections for the Board shall be borne by the UPRD.

In a specific election, the Board shall use and rely upon the official records maintained by the Manatee County Supervisor of Elections in voting by Electors in the official records of the Property Appraiser in making the determination of whether a person qualifies as an Owner, and the best available information to the District, including homeowner association documents, in making a determination as to whether a person qualifies as a Resident entitled to vote in an election under this Charter.

	Upon entering into office, Supervisors shall take and subscribe to the oath of office as prescribed by Section 876.05, Florida Statutes.

There shall be a limit of three consecutive terms, and a total limit of four terms, for each person elected as a Supervisor.

Supervisors shall serve without compensation.

As soon as practicable after each election or appointment, the Board shall organize by electing one of its members as chair and by electing a secretary, who need not be a Supervisor, and such other officers as the Board may deem necessary. The Board shall designate a person who is a resident of the state as treasurer of the UPRD, who shall have charge of the funds of the UPRD. Such funds

shall be disbursed only upon the order, or pursuant to the resolution, of the Board by warrant or check countersigned by two of the following: the Chairman, the Treasurer, the General Manager, Controller, the Vice Chair of the Board or by such other persons as may be authorized by the Board by resolution.

	The Board shall conduct regular meetings and shall periodically solicit the views of Residents and Owners as to their concerns regarding any aspect of matters within the authority or purview of the Board. The Board shall be primarily responsible for developing policy and overseeing the implementation of such policy, but in no way does this expression of intent limit the Board's powers.

A majority of the members of the Board shall constitute a quorum for the purposes of conducting its business, exercising its powers and for all other pmposes. Action taken by the UPRD shall be upon a vote of a majority of the Supervisors present and voting unless general law or a rule of the UPRD requires a greater number.

AMEND SECTION 2-8-156 to read as follows:

Sec. 2-8-156. - Short-Term Borrowing. The UPRD at any time may obtain short­ term loans or lines of credit with a maturity of five years or less, in such amount and on such terms and conditions as the Board may approve, for the purpose of paying any of the expenses of the UPRD or any costs incurred or that may be incurred in connection with any of the Projects, which loans of lines of credit shall bear such interest as the Board may determine in compliance with section 215.84, Florida Statutes, and may be payable from and secured by a pledge of such funds, revenues, taxes, and assessments as the Board may determine, subject, however, to the provisions contained in any proceeding under which Bonds were theretofore issued and are then outstanding. For the purpose of defraying such costs and expenses, the UPRD may issue negotiable notes, warrants, or other evidences of debt to be payable at such times, to bear such interest as the Board may determine in compliance with section 215.84, Florida Statutes, and to be sold or discounted at such price or prices not less than 95 percent of par value and on such terms as the Board may deem advisable. The Board shall have the right to provide for the payment thereof by pledging the whole or any part of the funds, revenues, taxes, and assessments of the UPRD. The approval by referendum of short-term loans or lines of credit shall not be necessary except when required by the Act or State Constitution. Short-term borrowing authorized pursuant to this section shall also be subject to the provisions of section 2-8-l 57(g).

AMEND SECTION 2-8-157 to read as follows:

Sec. 2-8-157. - Bonds.

The Board shall develop a detailed plan for the expenditure and repayment of the proceeds of each Bond issue. The repayment portion of each plan shall specify the annual amount of Bond repayment due from each Owner within the UPRD. The plan must be the subject of a referendum prior to the issuance of a proposed Bond. Provided however, no referendum shall be required for refunding Bonds. The referendum required by this section may be held on the same day as any other referendum related to the UPRD; provided that such Bonds shall bear interest at a rate pursuant to section 215.84, Florida Statutes, In the event an offer of an issue of Bonds at public sale produces no bid, or in the event all bids received are rejected, or the bonds are otherwise sold as allowed by the Act, the UPRD is authorized to negotiate for the sale of such Bonds under such rates and terms as are acceptable, subject to the provisions of Chapter 418, Florida Statutes.

Bonds shall be authorized by resolution or resolutions of the Board which shall be adopted by a majority of all the Supervisors thereof then in office. Such resolution authorizing the issuance of bonds may be adopted prior to filing a complaint for validation of the Bonds, but the validation hearing shall not occur until after the referendum required by section 418.22, Florida Statutes. Such resolution or resolutions may be adopted at the same meeting at which they are introduced and need not be published or posted. Any resolution authorizing the issuance of Bonds may contain such covenants as the Board may deem advisable, and all such covenants shall constitute valid and legally binding and enforceable contracts between the UPRD and the bondholders, regardless of the time of issuance thereof Such covenants may include, without limitation, covenants concerning the disposition of the Bond proceeds; the use and disposition of Project revenues; the pledging of revenues, taxes, and assessments; the obligations of the UPRD with respect to the operation of the Project and the maintenance of adequate Project revenues; the issuance of additional Bonds; the appointment, powers, and duties of trustees and receivers; the acquisition of outstanding Bonds and obligations; restrictions on the establishing of competing Projects or facilities; restrictions on the sale or disposal of the assets and property of the UPRD; the priority of assessment liens; the priority of claims by bondholders on the taxing power of the UPRD; the maintenance of deposits to assure the payment of revenues by users of UPRD facilities and services; the discontinuance of UPRD services by reason of delinquent payments; acceleration upon default; the execution of necessary instruments; the procedure for amending or abrogating covenants with the bondholders; and such other covenants as may be deemed necessary or desirable for the security of the bondholders.

Any Bond issued by the UPRD, in the absence of an express recital on the face thereof that it is nonnegotiable, shall be fully negotiable and shall be and constitute a negotiable instrument.

The UPRD shall have the power to issue Bonds to provide for the retirement or refunding of any Bonds or obligations of the UPRD at any time when in the judgment of the Board such issuance will be advantageous to the UPRD.

Any two or more Projects may be combined and consolidated into a single Project and may be operated and maintained as a single Project. The Bonds authorized herein may be issued to finance any one or more of such Projects, regardless of whether or not such Projects have been combined and consolidated into a single Project. If the Board deems it advisable, the proceedings authorizing such Bonds may provide that the UPRD may thereafter combine the Projects then being financed or theretofore financed with other Projects to be subsequently financed by the UPRD, and that Bonds to be thereafter issued by the UPRD shall be on parity with the Bonds then being issued, all on such terms, conditions, and limitations as shall have been provided in the proceeding which authorized the original Bonds.

If the Board determines to issue Bonds for more than one Project, the approval of the issuance of the Bonds for all such Projects may be submitted during one referendum process. The failure of the referendum to approve the issuance of Bonds for any one or more Projects shall not defeat the approval of Bonds for any Project which has been approved in such referendum process.

All Bond issues, except for refunding bonds, shall be validated by appropriate court proceedings. No Bonds, short-term loans or lines of credit or other debt of the UPRD shall constitute debt of Manatee County or the State of Florida, and Manatee County does not make any legal representations with regard to any such indebtedness. UPRD shall be entitled to issue Bonds without the consent of the county. In furtherance thereof, the county shall not be requested to authorize any Bonds or other obligations secured by non-ad valorem assessments or taxes imposed by the UPRD pursuant to the Act or this article. The UPRD acting pursuant to the Act or this article shall not be empowered or authorized in any manner to create a debt as against the county and shall not be entitled to pledge the full faith and credit of the county in any manner whatsoever. No revenue bonds or debt obligations of the UPRD acting pursuant to the Act shall ever pledge or imply any pledge that the county shall be obligated to pay the same or the interest thereon, nor state or imply that such obligations are payable from the full faith and credit or the taxing power of the state or the county. The issuance of Bonds by the UPRD under the Act or this article shall not be deemed in any manner, directly or indirectly or contingently, to obligate the county to levy or to pledge any form of ad valorem

taxation or other county revenues or to make any appropriation for their payment whatsoever.