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

The regular meeting of the University Park Recreation District will be held on Friday, March 8, 2024, at 2:00 p.m. at the Business Offices located at 8301 The Park Boulevard, University Park, FL 34201 and 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]

Administrative Matters
Consideration of the Minutes of the January 30, 2024, Board of Supervisors’ Workshop Meeting
Consideration of the Minutes of the February 21, 2024, Board of Supervisors’ Special Meeting

Staff Report Matters
District Counsel
District Manager
Club Management
Management Discussion & Analysis Report (under separate cover)

Business Matters
Reminder of Upcoming Referendum on Charter Amendments
Update on Mr. Pizzi’s Claim
Update on the Rules & Regulations, Revision to the Bylaws and Establishment of Grievances Committee
Consideration of Resolution 2024-13, Revision to the Second Supplemental Trust Indenture
Consideration of Resolution 2024-14, Regarding Short-Term Financing (under separate cover)
Consideration and Authorization of 2024 Summer Membership Program (under separate cover)

District Financial Matters
Ratification of Payment Authorization Nos. 112 & 113

Date	Meeting Type	Time	Location	Note	
April 2, 2024	Workshop Meeting	2:00 PM	University Park	Business Offices	
April 12, 2024	Board Meeting	1:00 PM	University Park	Business Offices	
April 30, 2024	Workshop Meeting	2:00 PM	University Park	Business Offices	

Supervisor Requests & Comments

Adjournment

University Park Recreation District

Consideration of the Minutes of the January 30, 2024,
Board of Supervisors’ Workshop Meeting

MINUTES OF MEETING
UNIVERSITY PARK RECREATION DISTRICT WORKSHOP MEETING
Tuesday, January 30, 2024
2:00 p.m.
Business Offices
8301 The Park Boulevard, University Park, FL 34201

Board Members present at roll call in person or via phone:

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 Kwame Jackson	ADM - PFM Group Consulting LLC	(via Zoom) Curtis Nickerson	Director of Properties and Facilities - Country Club John Fetsick	General Manager - Country Club
Various Audience Members in-person and via Zoom

FIRST ORDER OF BUSINESS	Organizational Matters Call to Order and Roll Call
The meeting was called to order at 2:00 p.m. by Mr. Ludmerer and Ms. Carvalho confirmed quorum to proceed with the meeting. Those in attendance are outlined above.

Public Comments

Mr. Matt had a question concerning the subsequent bond issuance opinion letter that was sent.

Mr. Barnebey stated that they are awaiting a response from the attorney’s office. Ms. Schell provided an update on Mr. Criden’s surgery.

SECOND ORDER OF BUSINESS	Discussion

Discussion on Bond Validation Process and Issuance of Bonds

Mr. Barnebey provided an overview of the validation process which includes filing a complaint, getting on the judge’s docket, conducting a hearing, and having a 30-day appeal period.

Mr. Barnebey stated that the complaint will be filed shortly and that he doesn’t expect any changes to the timeline. He explained the purpose of the complaint as is it meant to protect the interest of the District.

Discussion on Implementation of the Capital Improvement Project

Mr. Ludmerer stated that there have been some questions concerning the capital improvement plan and process. They will be looking for volunteers to help guide the work for each of the improvement initiatives.

The Board acknowledged the passing of Mr. Scott Gordon who was a member of the project management team.

Mr. Murphy mentioned that he is maintaining an Advisory Group List for interested volunteers.

Discussion on Charter Amendment	Referendum Process

Mr. Ludmerer stated that they have been working for approximately three years to make amendments to the Charter.

Mr. Murphy mentioned that this amendment will be on the March 19, 2024, Florida Primary ballot. The key changes include financing options, changes to the election dates and reducing the Board terms from four to three years. There will be information sent on club weekly in regard to this Charter Amendment Process.

Mr. Fetsick mentioned that residents will be able to vote at the Varsity Club on that day.

A homeowner asked if the voting results would be based on two thirds majority or simple majority. Mr. Barnebey confirmed it will be a simple majority of the elector voters.

Mr. Piersons asked about any issues with the damp floors in the café. Mr. Fetsick stated that they are still being evaluated.

Ms. Carvalho stated that the February 9, 2024, Board meeting has been cancelled and has been rescheduled for February 21, 2024, from 2:00 p.m. – 4:00 p.m. in the Business Offices.

THIRD ORDER OF BUSINESS	Adjournment

There were no additional items to come before the Board.

ON MOTION by Mr. Murphy, seconded by Mr. Piersons, with all in favor, the January 30, 2024, Workshop Meeting of University Park Recreation District was adjourned at 2:21 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

University Park Recreation District

Consideration of the Minutes of the
February 21, 2024,
Board of Supervisors’ Special Meeting

MINUTES OF MEETING

UNIVERSITY	PARK	RECREATION	DISTRICT SPECIAL BOARD OF SUPERVISORS’ MEETING
Wednesday, February 21, 2024
2:00 p.m.
Business Offices
8301 The Park Boulevard, University Park, FL 34201
Board Members present at roll call in person or via Zoom: Sally Dickson	Chairperson
Mark Criden	Vice Chairperson	(via phone)
Steve Ludmerer	Treasurer / 2nd Vice Chairperson
David Murphy	Assistant Secretary
Rusty Piersons	Assistant Secretary Also, Present in person or via Zoom:
Vivian Carvalho	District Manager - PFM Group Consulting LLC
Kwame Jackson	ADM - PFM Group Consulting LLC	(via phone) Mark Barnebey	 District Counsel- Blalock Walters Attorneys at Law
Jon Fetsick	General Manager - Country Club
Curtis Nickerson	Director of Properties & Facilities – Country Club Various Audience Members Present and Via Zoom

FIRST ORDER OF BUSINESS	Organizational Matters Call to Order and Roll Call
The meeting was call to order at 2:01 p.m. by Ms. Dickson and Ms. Carvalho confirmed quorum to proceed. Those in attendance are outlined above.

The Board proceeded with the pledge of allegiance.

Public Comments

Mr. Matt asked about the investigation from the Florida Commission of Ethics of Ms. Dickson and the investigation of two attorneys by the Florida Bar. He asked if trustees and underwriters will continue to work with UPRD while the investigations are ongoing or if it would be best for those under investigation to resign. He also asked if District Counsel was in receipt of correspondence from the First Amendment Foundation and about a reluctance

of the UPRD to follow up with records requests.

Ms. Dickson indicated that Mr. Matt was aware of the status of the complaint as he was the person who filed it.

Mr. Barnebey responded that the investigation of the two attorneys had been dismissed and there will be a response to the correspondence from the First Amendment Foundation regarding records requests.

SECOND ORDER OF BUSINESS	Administrative Matters

Consideration of the Minutes of the January 12, 2024, Board of Supervisors’ Meeting, the January 16, 2024, Bond Referendum Election Meeting, the January 16, 2024, Board of Supervisors’ Special Meeting, and the January 17, 2024, Board of Supervisors’ Continued Meeting

The minutes were reviewed.

ON MOTION by Mr. Ludmerer, seconded by Mr. Murphy, with all in favor, the Board approved the Minutes of the January 12, 2024, Board of Supervisors’ Meeting, the January 16, 2024, Bond Referendum Election Meeting, the January 16, 2024, Board of Supervisors’ Special Meeting, and the January 17, 2024, Board of Supervisors’ Continued Meeting.

THIRD ORDER OF BUSINESS	Staff Report Matters

District Counsel – Mr. Barnebey mentioned that the DRI is moving forward and that the person who was initially working on the matter had taken another job, so the process of approval has been delayed.

District Manager – No report.

Club Management - Management Discussion & Analysis Report - Mr. Fetsick stated that the Country Club has been very busy with the exception of impacts of the inclement weather.

He believes the member experience has been very successful throughout the club. Events continue to be sold out. There were 1,100 fewer rounds in January 2024 due to the inclement weather, 700 of which were public rounds. The awnings over the tennis courts have been removed and will be replaced in the coming weeks. The fitness center now has some new pieces of equipment, and the new instructor has introduced new classes of golf/pickleball/tennis conditioning and a dance class. The new hire has received a lot of positive feedback from the membership. There are currently 432 full memberships, 143 grandfathered non-members, and 221 grandfathered members. Of the 1,320 total memberships, 290 are non- residents. He will provide a report on the participation of the fitness classes during the workshop meeting.

Mr. Fetsick stated that the operation is $67,000 favorable to budget with $3.1 million dollars of revenue. Expenses are unfavorable to budget by $128,000, primarily due to dining operational costs. Operating costs are within $61,000 to the budget. The capital is $615,000 compared to the $524,000 budget.

Mr. Murphy had some input concerning the statistics of people moving in and out of the community.

Mr. Piersons suggested adding a cap for the members now.

Mr. Criden requested having a group consisting of representatives from various membership levels to review the needs, inefficiencies, membership cap, revenue implications, trial memberships, summer memberships, and membership dues.

Mr. Piersons suggested looking at the Business Plan for solutions.

Mr. Fetsick will look into the Chelsea Reservation System concerning the tee time for golf.

FOURTH ORDER OF BUSINESS	Business Matters

Consideration of Arbitrage Rebate Calculation Services Proposals

Ms. Carvalho stated that there were three companies that submitted proposals for services. Arbitrage Rebate Counselors bid at $1,800, GNP bid at $3,000, and Tax Solutions bid at
$2,500. This is a requirement outlined in the Trust Indenture in connection with the fifth anniversary of the bond issuance. Once the Board determines the company, they will provide a report on arbitrage rebate in which will come back to the Board for acceptance as part of the record. If there is no arbitrage due than there will be no earnings that will have to be reported to the IRS.

ON MOTION by Mr. Murphy, seconded by Mr. Piersons, with all in favor, the Board accepted the bid from Arbitrage Rebate Counselors for $1,800 for an arbitrage rebate report as required per the Trust Indenture of the Series 2019 Bonds Issuance.

Discussion on Bond Validation Process and Issuance of Bonds

Mr. Barnebey stated that the bond validation complaint has been filed and they are waiting to appear on the judge’s docket. This item should be expedited by the court.

Discussion on Implementation of the Capital Improvement Project

Ms. Dickson suggested that this be discussed during the workshop meeting and noted that Mr. Criden has been working on the project.

Mr. Criden stated that he is resuming responsibility for moving forward with the RFP from the architect. He will be speaking with Mr. King and the project team regarding the process and next steps of the project.

Discussion on Charter Amendment	Referendum Process
a) Consideration	of
Renumbering Resolution 2024-05 to
2024-03,	Charter Amendments

Mr. Barnebey stated that the vote for the referendum will be on March 19, 2024, and is important for residents to participate. He mentioned that there was a scrivener error that requires renumbering Resolution 2024-05 to 2024-03.

ON MOTION by Mr. Ludmerer, seconded by Mr. Murphy, with all in favor, the Board approved the Renumbering of Resolution 2024-05 to 2024-03, Charter Amendments.

Mr. Ludmerer asked that this be posted to the website.

Discussion	Regarding	Mr. Pizzi’s Claim

Mr. Barnebey asked that the Board follow up on this item at the March 8, 2024, Board meeting after acquiring additional information. He informed the Board the this is regarding Mr. Pizzi’s request for compensation for what was originally believed to be volunteered time. They want to resolve this before it becomes a litigation matter.

FIFTH ORDER OF BUISNESS	District Financial Matters

Ratification	of	Payment Authorization Nos. 109 -111

Mr. Fetsick reviewed the payment authorizations for the Board.

ON MOTION by Mr. Piersons, seconded by Mr. Ludmerer, with all in favor, the Board ratified Payment Authorization Nos. 109 -111.

Supervisor	Requests	& Comments

The next Workshop meeting is scheduled for February 27, 2024 at 2:00 p.m. The next Board meeting scheduled for March 8, 2024. Both meetings will be held at the Business Center. The Board meeting time may potentially change from 1:00 p.m. to 2:00 p.m.

SIXTH ORDER OF BUSINESS	Adjournment

There were no further comments at this time.

ON MOTION by Mr. Ludmerer, seconded by Mr. Piersons, with all in favor, the February 21, 2024, Special Board of Supervisors’ Meeting of University Park Recreation District was adjourned at 2:59 p.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

University Park Recreation District

Staff Reports

University Park Recreation District

Club Management
a. Management Discussion & Analysis Report

University Park Recreation District

Reminder of Upcoming Referendum on Charter Amendments

University Park Recreation District

Update on Mr. Pizzi’s Claim

University Park Recreation District

Update on the Rules & Regulations, Revision to the Bylaws and Establishment of Grievances Committee

University Park Recreation District

Consideration of Resolution 2024-13, Revision to the Second Supplemental Trust Indenture

Meeting Date: March 8, 2024

University Park Recreation District Agenda

Presenter/Department: Mark Barnebey

Background: On January 12, 2024, the Board adopted Resolution 2024-08 approving the issuance of a Second Supplemental Trust Indenture (“Second Supplemental Indenture”) amending the First Supplemental Trust Indenture securing the District’s $24,000,000.00 Non- Ad valorem Assessment Bonds, Series 2019, for the reasons set forth in Resolution 2024-08
Discussion: The Trustee has requested minor changes to the form of the Second Supplemental Indenture, which are summarized below:

Page 1- lower cased “qualified voters”, as it is not a defined term in the Indenture.
Page 2- clarified which brackets were referenced, and that the reference to Section 5.04 referred to the First Supplemental Indenture.
Page 3- removed the Trustee as the party “wishing” to reconcile the inconsistent language, as the Trustee is a neutral party.
Page 4- clarified that the language enabling this amendment is the same in both the Master Indenture and the First Supplemental Indenture.
Signature page- updated the name change for the Trustee which had been overlooked.

This Second Supplemental Indenture shall replace the version previously approved by adoption of Resolution 2024-08.

Title: Resolution 2024-13 re Second Supplemental Trust Indenture

UPRD Attorney Review: Y/N

Direction Requested/Potential Motion. I move to adopt Resolution 2024-13.

Contact: Mark Barnebey Attachments: Ordinance 2024-13

4669617v1

RESOLUTION NO. 2024-13

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE AMENDING THE FIRST SUPPLEMENTAL TRUST INDENTURE SECURING THE DISTRICT’S $24,000,000 NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019, FOR THE PURPOSE OF CORRECTING A DEFECTIVE PROVISION THEREIN PURSUANT TO AUTHORITY GRANTED IN SECTION 13.01 OF THE MASTER TRUST INDENTURE BY AND BETWEEN THE DISTRICT AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR TRUSTEE; AUTHORIZING; THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION HEREWITH; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the University Park Recreation District (the “District”) is authorized by Chapters 418 and 189 Florida Statutes (collectively, the “Act”), and Manatee County Ordinance No. 18-29, now Article III of Chapter 2-8 of the Manatee County 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” (the “Series 2019 Project”), 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, on January 12, 2024, the Board adopted Resolution 2024-08 approving the issuance of a Second Supplemental Trust Indenture (“Second Supplemental Indenture”) among the First Supplemental Trust Indenture securing the District’s $24,000,000.00 Non-Ad valorem Assessment Bonds, Series 2019, for the reasons set forth in Resolution 2024-08; and
WHEREAS, the Trustee has requested minor changes to the form of the Second Supplemental Indenture, which are summarized below:
Page 1- lower cased “qualified voters”, as it is not a defined term in the Indenture.
Page 2- clarified which brackets were referenced, and that the reference to Section 5.04 referred to the First Supplemental Indenture.
Page 3- removed the Trustee as the party “wishing” to reconcile the inconsistent language, as the Trustee is a neutral party.
Page 4- clarified that the language enabling this amendment is the same in both the Master Indenture and the First Supplemental Indenture.
Signature page- updated the name change for the Trustee which had been overlooked.

WHEREAS, this Second Supplemental Indenture shall replace the version previously approved by adoption of Resolution 2024-08.
WHEREAS, any capitalized term used in this Resolution and not otherwise defined herein shall have the meaning ascribed to such term in the Indenture; and
WHEREAS, the District desires to authorize the actions necessary to accomplish the foregoing, including authorizing execution and delivery of any other necessary instruments and certificates in connection therewith.
NOW, THEREFORE, BE IT RESOLVED by the Board, as follows:
Section 1.  Amendment to First Supplemental Indenture Without Bondholder and Series 2019 Insurer Consents. In order to correct the defect in Section 5.04 of the First Supplemental Indenture by removing the unintended bracketed draft language, the Issuer hereby authorizes the amendment and restatement of such Section in its entirety, which shall read as follows (inserts are indicated by bold double underlining and deletions are indicated by strikethrough):
SECTION 5.04 Additional Bonds. The Issuer covenants not to issue any other Bonds or debt obligations secured by the Series 2019 Non-Ad Valorem Assessments. [In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by Non-Ad Valorem Assessments on the assessable lands within the District that are subject to the Series 2019 Non-Ad Valorem Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2019 Project.] [To be Discussed] Notwithstanding the foregoing covenant, the Issuer may, pursuant to authority granted by the Master Indenture, issue additional Bonds secured by Non-Ad Valorem Assessments to finance a Project specially benefitting District Lands, including District Lands that are subject to the Series 2019 Non-Ad Valorem Assessments.
Section 2.  Authorization of Execution and Delivery of Second Supplemental Trust Indenture as amended by this Resolution 2024-13. The Board hereby authorizes and approves the execution by the Chair, or in the absence of the Chair, the Vice Chair, or any other member of the Board, and the delivery of a Second Supplemental Trust Indenture (herein, the “Second Supplemental Indenture”), by and between the District and the Trustee in substantially the form thereof attached hereto and marked Exhibit “A,” and such Second Supplemental Indenture is hereby approved, with such changes therein as shall be approved by the Chair (or in the absence of the Chair, the Vice Chair or any other member of the Board in the absence of the Vice Chair) executing the same, with such execution to constitute conclusive evidence of such officer’s approval and the District’s approval of any changes therein from the form of the Second Supplemental Indenture attached hereto; provided. The Second Supplemental Indenture shall become effective immediately upon its execution and delivery, without the need to obtain Bondholder consent or Bond Insurer consent.
Section 3. Designation of Attesting Members. The Secretary and each Assistant Secretary of the Board are hereby designated and authorized on behalf of the Board to attest to

the seal of the Board and to the signature of the Chair or Vice Chair or any other member of the Board as they appear on the Second Supplemental Indenture and any other documents which may be necessary or helpful in connection with the intent of this Resolution.
Section 4. Authorization and Ratification of Prior and Subsequent Acts. The members of the Board, the officers of the District and the agents and employees of the District are hereby authorized and directed to do all such acts and things and to execute all such documents, including, without limitation, the execution and delivery of any documents as may be necessary to carry out and comply with the provisions of this Resolution and the proposed Second Supplemental Indenture and all of the acts and doings of such members of the Board, the officers of the District and the agents and employees of the District which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 6. Effective Date. This Resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.
PASSED in Public Session of the Board of Supervisors of the University Park Recreation District, this 8th day of January, March 2024.
UNIVERSITY PARK RECREATION DISTRICT

By:			 Vivian Carvalho
Secretary, Board of Supervisors

By:		 Sally Dickson
Chair, Board of Supervisors

3

EXHIBIT A
FORM OF SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL TRUST INDENTURE

between

UNIVERSITY PARK RECREATION DISTRICT
(Manatee County, Florida)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(successor in interest to U.S. Bank National Association)

as Trustee

Dated as of January 1, 2024

relating to

$24,000,000 UNIVERSITY PARK RECREATION DISTRICT NON-AD VALOREM ASSESSMENT BONDS, SERIES 2019

This SECOND SUPPLEMENTAL TRUST INDENTURE (herein, the “Second Supplemental Indenture”) dated as of January 1, 2024, by and between the UNIVERSITY PARK RECREATION DISTRICT (together with its successors and assigns, the “Issuer” or the “District”), a recreation district organized and existing under the laws of the State of Florida, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this Second Supplemental Indenture being hereinafter referred to as the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer is a recreation district duly organized and existing under the provisions of Chapters 418 and 189, Florida Statutes, as amended (collectively, the “Act”) created pursuant to Ordinance No. 18-29 enacted by the Board of County Commissioners of Manatee County, Florida effective on August 3, 2018 (the “Charter”), for the purposes of acquiring and improving recreation facilities and improvements within the District, including the facilities and improvements known as the “University Park Country Club” (the “Series 2019 Project”), benefitting property to be served by the District; and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A to the Master Indenture (as defined herein) currently consist of 1,226 gross acres of land (the “District Lands”) located within unincorporated Manatee County, Florida; and

WHEREAS, pursuant to Sections 2-8-154 and 2-8-157 of its Charter and Chapters 170 and 197, Florida Statutes, the District is authorized to issue non-ad valorem assessment bonds, notes or other obligations to pay all or part of the cost of the acquisition, construction, maintenance and operation of any recreation project authorized by the Charter, to provide for any facility, service or other activity of the District and to provide for any combination of the foregoing purposes; and

WHEREAS, on February 7, 2019, a referendum of all qualified voters was held in the District, and the issuance of bonds in an aggregate principal amount not to exceed $24,000,000 to finance the Series 2019 Project was approved by such qualified voters, which result was certified by the Board of Supervisors of the District (the “Board”) pursuant to Resolution No. 2019-19 adopted on February 8, 2019; and

WHEREAS, pursuant to the Act, the Charter and Resolution No. 2019-20 adopted on February 8, 2019, and Resolution No. 2020-02 adopted on October 29, 2019, the Board authorized the issuance of Non-ad Valorem Assessment Bonds (“Bonds”) in one or more series to finance the acquisition and renovation of the Series 2019 Project; and

WHEREAS, in order to facilitate the issuance of Bonds from time to time, the Issuer executed and delivered a Master Trust Indenture (the “Master Indenture”), dated as of November

1, 2019, between the Issuer and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association (the “Trustee”); and

WHEREAS, the provisions of the Master Indenture contemplate that Bonds can be issued in one or more Series or sub-Series pursuant to one or more Supplemental Indentures, with the consent of qualified voters, for the purpose of financing certain recreation improvements to be acquired and/or constructed by the Issuer within the District lands (a “Project”), including, but not limited to, the Series 2019 Project, and that such Series or sub-Series of Bonds, whether issued at the same time or not, can be separately secured by Non-Ad Valorem Assessments imposed by separate assessment proceedings; and

WHEREAS, to finance the acquisition and renovation of the Series 2019 Project the Issuer and the Trustee executed and delivered that certain First Supplemental Trust Indenture (the “First Supplemental Indenture”, and together with the Master Indenture, the “Indenture”); and

WHEREAS, on November 21, 2019, the Issuer issued its $24,000,000 in aggregate principal amount of Non-Ad Valorem Assessment Bonds, Series 2019 (the “Series 2019 Bonds”) pursuant to the Master Indenture and the First Supplemental Indenture; and

WHEREAS, both the Master Indenture and the Official Statement, dated November 13, 2019 (the “Official Statement”), relating to the public offering of the Series 2019 Bonds contemplated that the Issuer may issue additional Bonds in the future secured by separate assessments on the same benefitted properties; and

WHEREAS, during the period when two lawsuits were pending against the District, one challenging the formation of the District and one contesting the validation of the Series 2019 Bonds, certain draft language bracketed and marked “[To be Discussed]” was inserted in the initial draft of Section 5.04 of the First Supplemental Indenture in case it would be useful to the District in connection with any settlement discussions that might arise in connection with the two lawsuits, as follows:

“The Issuer covenants not to issue any other Bonds or other debt obligations secured by the Series 2019 Non-Ad Valorem Assessments. [In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by Non-Ad Valorem Assessments on the assessable lands within the District that are subject to the Series 2019 Non-Ad Valorem Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2019 Project.] [To be Discussed];” and

WHEREAS, the first sentence within the brackets referenced immediately above (a) was never agreed upon by the District, whether before or after the resolution of the lawsuits, for inclusion in the final Section 5.04 of the First Supplemental Indenture, (b) was therefore never intended to be inserted in any final Section 5.04 of the First Supplemental Indenture and (c) conflicted with provisions of the Master Indenture (see the Article I definitions of “Bonds”,

“Pledged Revenues”, “Project” and “Series”, “Section 5.01 Acquisition and Construction Fund”, “Section 6.01 Non-Ad Valorem Assessments; Lien of Indenture on Pledged Revenues”, and the Official Statement pursuant to which the Series 2019 Bonds were offered for sale (see page 12: “WHILE NO FUTURE BONDS WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2019 NON-AD VALOREM ASSESSMENTS PLEDGED AS SECURITY FOR THE SERIES 2019 BONDS, THE DISTRICT, THE COUNTY, THE SCHOOL BOARD OR THE STATE MAY IN THE FUTURE IMPOSE, LEVY AND COLLECT NON-AD VALOREM ASSESSMENTS AND TAXES THE LIENS OF WHICH WILL BE CO-EQUAL WITH THE LIEN OF THE SERIES 2019 NON-AD VALOREM ASSESSMENTS”, and page 39: “As
referenced herein, the District may also impose additional assessments which could encumber the property burdened by the Series 2019 Non-Ad Valorem Assessments”), that contemplated the possibility of issuance of additional Bonds for additional Projects secured by non-ad valorem assessments on all benefitted District lands, upon approval by Qualified Voters; and

WHEREAS, the Issuer desires to reconcile inconsistent language to confirm the Issuer’s intent and ability to issue additional Bonds pursuant to the Master Indenture; and

WHEREAS, the Issuer has determined to amend Section 5.04 of the First Supplemental Indenture, as authorized by Resolution No. 2024-08 duly adopted by the Board on January 12, 2024, pursuant to this Second Supplemental Trust Indenture; and

WHEREAS, Section 13.01 of the Master Indenture permits amendments to the First Supplemental Indenture, without the consent of Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer to be filed with the Trustee, which amendments do not impair the security thereof or adversely affect the rights and remedies of such Bondholders and are not inconsistent with the terms and provisions of the Indenture, to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision in the Master Indenture or otherwise) in the First Supplemental Indenture; and

WHEREAS, Section 8.01(4) of the First Supplemental Indenture permits such amendments to be made on the same basis and for the same purposes without the consent of Build America Mutual Assurance Company, the insurer of the Series 2019 Bonds (the “Series 2019 Insurer”); and
WHEREAS, the District and the Trustee hereby agree to enter into this Second Supplemental Indenture on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the District and the Trustee hereby agree as follows:

Section 1: Definitions. Any capitalized term used in this Second Supplemental Indenture and not otherwise defined herein shall have the meaning ascribed to such term in the Indenture.

Section 2:  Application. This Second Supplemental Indenture shall amend and restate certain provisions of the First Supplemental Indenture provided below. To the extent any provision in the Master Indenture or First Supplemental Indenture is addressed in this Second Supplemental Indenture, the provisions in this Second Supplemental Indenture relating thereto shall govern.

Section 3:  Incorporation. All statements set forth in the recitals stated above are true and correct and are incorporated into this Second Supplemental Indenture and such statements form the basis for the Trustee to join in the execution and delivery of this Second Supplemental Indenture with the District.

Section 4:  Amendments to First Supplemental Indenture Without Bondholder and Series 2019 Insurer Consents. The following provision in Section 5.04 of the First Supplemental Indenture is hereby amended and restated in its entirety and shall read as follows (inserts are indicated by bold double underlining and deletions are indicated by strikethrough):

SECTION 5.04  Additional Bonds. The Issuer covenants not to issue any other Bonds or debt obligations secured by the Series 2019 Non-Ad Valorem Assessments. [In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by Non-Ad Valorem Assessments on the assessable lands within the District that are subject to the Series 2019 Non-Ad Valorem Assessments. Such covenant shall not prohibit the Issuer from issuing refunding Bonds, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2019 Project.] [To be Discussed] Notwithstanding the foregoing covenant, the Issuer may, pursuant to authority granted by the Master Indenture, issue additional Bonds secured by Non-Ad Valorem Assessments to finance a Project specially benefitting District Lands, including District Lands that are subject to the Series 2019 Non-Ad Valorem Assessments.

Section 5:  Amendments to Master Indenture. If any provision in the Master Indenture is inconsistent with the provisions of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture shall control with respect to the Bonds.
Section 6:  Applicability Remaining Provisions. Except as expressly modified as stated above, all provisions of the Indenture shall remain unaffected and in full force and effect.
Section 7:  Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 8: No Personal Liability or Accountability. No covenant or agreement contained in this Second Supplemental Indenture shall be deemed to be the covenant or agreement of any present, past or future member, agent or employee of the District or the Trustee, in his or her individual capacity, and neither the members of the District or the Trustee, nor any official, agent or employee of the District or the Trustee, shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of this Second Supplemental Indenture.

Section 9:  Binding Effect. This Second Supplemental Indenture shall inure to the benefit of, and shall be binding upon, the District, the Trustee, the Series 2019 Insurer and the owners of the Bonds and their respective successors and assigns.

Section 10:  Severability. If any provisions of this Second Supplemental Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.

Section 11: Effective Date. This Second Supplemental Indenture shall become effective upon (i) its execution by the District and the Trustee; and (ii) Bond Counsel’s delivery of an opinion to the Trustee and the District to the effect that this Second Supplemental Indenture is permitted under the Master Indenture, has been duly authorized by the District and that all things necessary to make it a valid and binding agreement have been done.

IN WITNESS WHEREOF, University Park Recreation District has caused this Second Supplemental Trust Indenture to be executed by the Chair of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and U.S. Bank Trust Company, National Association has caused this Second Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written.

UNIVERSITY PARK RECREATION DISTRICT

[SEAL]		
Attest:		
By:		 Sally Dickson
Chair, Board of Supervisors	
By: 		 Vivian Carvalho		
Secretary, Board of Supervisors		

U.S.	BANK	TRUST	COMPANY, NATIONAL ASSOCIATION,
as Trustee, Paying Agent and Registrar

By:			 Scott A. Schuhle
Vice President

University Park Recreation District

Consideration of Resolution 2024-14, Regarding Short-Term Financing

University Park Recreation District

Consideration and Authorization of 2024 Summer Membership Program

University Park Recreation District

Ratification of Payment Authorization Nos. 112 & 113

2/16/2024

University Park Recreation District

Payment Authorization No. 112

O&M - General Fund Expenses

Vendor	Invoice	Description	Amount	
Philips Feldman	149355	FY 2023 Audit	$	2,000.00	
Philips Feldman	149432	2023 Trends Report & Benchmarking	$	4,575.00	
McClatchy Company, LLC	234283	Notice of Public Meeting - January 2024	$	207.09	
Blalock Walters	40896-027-2	Land Use Matters Related to Parcel 7	$	82.50	
Blalock Walters	40896-032-1	Land Use Matters Related to Parcel 7	$	82.50	
PFM	DM-02-2024-53	District Management Fee: February 2024	$	5,833.33	
PFM	129491	Printed In Person Ballots	$	32.00	
PFM	129490	Mailed Assessment Notices	$	60.68	
Vglobal Tech	5880	ADA Website Maintenance - February 2024	$	293.33	

O&M - General Fund Expenses Total	$	13,166.43

Asst. Secretary/Secretary

Date:	2/5/2024	
Invoice Number:	149355	
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.pfgcpa.com by credit card, debit card ore-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, 2023

$2,000.00

Invoice Total:	$2,000 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%.

-..\UI

Date:	2/12/2024	
Invoice Number:	149432	
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.pfgcpa.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 December 31, 2023 Time incurred relative to 2023 trends report/benchmarking

$4,575.00

Invoice Total:	$4 575 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%.

\ \ (,

McClatchy

Thi BHu.rort Oiit.DIU!t-
The Belleville News-Democrat
Belllngham Herald Centre Daily nmes Sun Herald
Idaho St.ltesman Bradenton Herald
The Charlotte 01>:;erver The State
Ledger-Enquirer

Durham I The Her;ald-Sun Fart Worth StarlTelegram The Fresno Bee
The Island Packet The Kansas City Star
Lexington Herald-Leader
The Telegraph - Macan Muced Sun-Star Miami Herald
El Nuevo Herald

ThII f.JodHto 8H
The Sun News I Myrtle Beach R•lolgh New• &,ObHrver Rock Hill I The Herald
The Sacramento Bee San Luis Obi1po Tribune
Tacorr1a I The News Tribune
Tri•C/ty Herald The Wichita Eagle The Olympian

Page1of1

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

JANUARY INVOICE	
Invoice No.:	234283	
Invoice Date:	01/31/2024	
Due Date:	03/01/2024	
Bill-To Account:	29585	
Sales Rep:	Willmenta Lemons	

Dates	Order No.	Desaiptlon	Product	Size	Billed	r:s	l NetAmount	
01/04/2024 • 01/04/2024	499660	Print Legal Ad·IPL01517430 IPL0151743
PO: BOS Meeting 01.12.24	BRD·Bradenton Herald
Legal ILegals & Public Notices CLS	1x63 L	63 L	$74.88	
01/09/2024 • 01/09/2024	499661	Print Legal Ad-lPL01517470 IPL0151747	BRD·Bradenton Herald	1 x63 L	63 L	$74.88	
01/22/2024 • 01/22/2024	S09838	Print Legal Ad·IPL01555580 IPL0155558	BRD·Bradenton Herald
Legal I Legals & Public Notices CLS	1x48 L	48 L	$57.33	

Units

LegalI Legals &Public Notices CL5

I

Amount Due:

January Summary	
I

$207.091

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 0000234283 000020709 7

JANUARY INVOICE	
Invoice No.:	234283	
Account No.:	29585	
Account Name:	UNIVERSITY PARK RECREATION DISTRICT	
Amount Due:	$207.09	

Email questions to ssccreditandcollections@mcdatchy.com

McClatchy Company LLC
PO Box 510150
Livonia Ml 48151

BLALOCK WALTERS
ATTORNEYS  AT LAW

WE MAKE A DIFFERENCE
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
January 31, 2024
Account# 40896-027
Invoice#	40896-027-2

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM LAND USE MATTERS RELATED TO PARCEL 7
MPB

For Professional Services Rendered Thru 01/31/2024

01/23/2024	MPB  Preparation of Memorandum to Marshall Robinson.
TOTAL FOR THE ABOVE SERVICES TOTAL CURRENT WORK PREVIOUS BALANCE

HOURS
0.30
0.30

82.50
82.50

82.50

$82.50

PAYMENTS RECEIVED

01/16/2024	Payment received on account. Thank you!

AMOUNT DUE (includes Previous Balance if shown above)

-82.50

$82.50

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

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

BLALOCK WALTERS
ATTORNEYS  AT LAW

WE MAKE A DIFFERENCE
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
January 31, 2024
Account# 40896-032
Invoice#	40896-032-1

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM ADV. PETER A. PIZZI
CFJ

For Professional Services Rendered Thru 01/31/2024

01/26/2024	MPB	Review and respond to Memorandum from Atty. Daniel Gabuardi.
TOTAL FOR THE ABOVE SERVICES TOTAL CURRENT WORK

AMOUNT DUE (includes Previous Balance if shown above)

HOURS
0.30
0.30

82.50
82.50

82.50

$82.50

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

	 Yes, I would prefer paperless billing by email.

Email Address for paperless billing purposes:

BIii To:

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

Remittance Options:
.llia...Mail;_
PFM Group Consulting LLC PO Box 65126
Baltimore, MD 21264-5126 United States of America

pfm

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

Company Address:

RE:	District Management Fee: February 2024

Date	Invoice Number	
February 14, 2024	DM-02-2024-53	
Payment Terms	Due Date	
Upon Receipt	February 14, 2024	

Professional Fees
Total Amount Due

$5,833.33
$5,833.33

Bill To:

University Park Recreation District
/o PFM Group Consulting District Accounting Department
501 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

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

Company Address:

RE:	Printed In Person Ballots (Qty: 100 / Envelopes: 100)

Date	Invoice Number	
February 14, 2024	129491	
Payment Terms	Due Date	
Upon Receipt	February 14, 2024	

Expenses
Total Amount Due

$32.00
$32.00

Bill To:

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

Remittance Options:
.\lia..Mail;_
PFM Group Consulting LLC PO Box 65126
Baltimore, MD 21264-5126 United States of America

pfm

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

Com_pany Address:

RE:	Additional Mailed Assessment Notices (Qty: 222 / Envelopes: 74)

Date	Invoice Number	
February 14, 2024	129490	
Payment Terms	Due Date	
Upon Receipt	February 14, 2024	

Expenses
Total Amount Due

$60.68
$60.68

XPERIENCE INNOVATION

-

_,.,-,a;; •I

.. 1'

VGlobalTech	"	/
636 Fanning Drive
Winter Springs, FL 32708 US contact@vglobaltech.com www.vglobaltech.com

INVOICE
BILL TO
University Park RD
3501 Quadrangle Boulevard,
Suite 270, Orlando, FL 32817

INVOICE # 5880
DATE 02/01/2024
DUE DATE 02/16/2024
TERMS Net 15

DATE	ACTIVITY	QTY	RATE	AMOUNT	
Web Maintenance:ADA Website Maintenance	1	218.33	218.33	
Ongoing website maintenance for				
ADA and WCAG Compliance				
Email:Email Hosting &
Maintenance	5	15.00	75.00	
Monthly email hosting. Up to 5		
emails customized as per need		
with website domain address. Up		
to maximum 2 GB (upgrade to 10		
GB) storage per inbox. Backup		
and archival not included.		
Customers will be able to take		
their own local backup as needed.		
Customers also responsible to		
manage the inbox overflow by		
deleting unwanted emails, large		
attachments. Spam and virus		
filters included and will be		
configured. Email forwarding		
service (to any email of customer		
choice) included. Full access		
through browser from any device		
(tablets, mobile or desktop)		
provided including steps to setup		
the client.		

Please make check payable to VGlobalTech.

BALANCE DUE	$293.33

2/22/2024

University Park Recreation District

Payment Authorization No. 113

O&M - General Fund Expenses

Vendor	Invoice	Description	Amount	
Blalock Walters	40896-000-64	General Representation - January 2024	$  11,987.50	
Blalock Walters	40896-030-1	$ 21m Bond for Facilities	$	1,218.15	
Blalock Walters	40896-033-1	$ 21m Bond for Facilities	$	1,320.00	
Kimley-Horn and Associates, Inc	26008321	Land Use Development Orders	$	4,850.00	

O&M - General Fund Expenses Total	$	19,375.65

Asst. Secretary/Secretary

BLALOCK WALTERS
ATTORNEYS  AT LAW

WE MAKE A DIFFERENCE
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
January 31, 2024
Account# 40896-000
Invoice #	40896-000-64

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM

	GENERAL REPRESENTATION			
MPB				
	
For Professional Services Rendered Thru 01/31/2024			
		HOURS		
12/12/2023	FEM	Review engineers report; resolution.	0.40	100.00	
	MPB  Preparation of Memorandum to Bob Gang; telephone conference with			
	Sally Dickson; preparation of Memorandum to Sally Dickson; review			
	and respond to John Fetsick; preparation of Memorandum to Kevin			
	Plenzler.	1.50	375.00	
01/02/2024	MRP  Attend to Bond Trust Indenture matters.	0.60	150.00	
	CFJ	Review of bond issues
MPB Prepare memorandum to the Chair. Review correspondence related to Town Hall meeting.	0.40

0.90	100.00

225.00	
	JO	Work on agenda materials.	0.40	50.00	
01/03/2024	MPB  Telephone call with Chair.	0.30	75.00	
	MJP	Review communication from Kevin Plenzler regarding updated			
	language for capital improvement plan.	0.20	50.00	
01/04/2024	MPB  Telephone call with John Fetsick. Telephone call with Rusty Pierson.			
	Telephone call with John Fetsick. Review agenda. Review and			
	respond to Chair memorandum.	1.60	400.00	
01/05/2024	CFJ	Review of correspondence regarding referendum	0.20	50.00	
	MRP Attend to bond transaction matters. Review of correspondences.
call with Chair. Prepare memorandum to Vivian Carvahlo. Prepare	0.80	200.00	
	memorandum to Chris. Review and respond to Kevin Plenzler			
	memorandum.
MJP Review various communications from John Fetsick, Steve Ludmerer, Kevin Plenzler, and Attorney Barnebey regarding update to capital	2.10	525.00	
	improvement plan.	0.80	200.00	
	MPB Prepare memorandum to Bob Gang on related bond matters.	0.50	125.00	

MPB

Telephone call with Bob Gang on Resolution 2024-08. Telephone

UNIVERSITY PARK RECREATION DISTRICT GENERAL REPRESENTATION
MPB

Page:	2
January 31, 2024
Account# 40896-000
Invoice #	40896-000-64

	HOURS		
01/08/2024	MJP	Review PFM memo regarding equalization of special assessments.	0.20	50.00	
	MJP	Review of communications by and Kevin Plenzler, John Fetsick, and			
		Steve Ludmerer regarding equalization.	0.60	150.00	
	MRP	Attend to 2019 bond document matters.	0.40	100.00	
	MPB	Telephone call with Mark Criden. Review and respond on public
regarding records request items.	
0.70	
175.00	
	MPB	Telephone call with Bob Gang. Review and respond to Bob Gang memorandums on Resolution 2024-08 and 2019 Indenture.	
0.80	
200.00	
01/10/2024	MJP	Review communications regarding irrigation agreement; conference with Attorney Barnebey to discuss concerns; prepare updated			
	MPB	addendum to include additional provisions relating to financing.
Preparation of Memorandum to Jim Fetsick on the Irrigation contract; telephone conference with Steve Ludmerer; preparation of	1.80	450.00	
		Memorandum to Curtis Nickerson; attend Election Committee			
		meeting.	2.10	525.00	
01/11/2024	MJP	Research voting issues raised by resident.	1.00	250.00	
	MRP	Attend to bond opinion matters.	0.60	150.00	
	MPB	Telephone conference with Vivian Carvalho and Kwame Jackson; telephone conference with Vivian Carvalho; review and respond to			
		Memorandums from Steve Ludmerer; preparation of Memorandum to			
		Curtis Nickerson; review and respond to Curtis Nickerson; review			
		issues related to the referendum; telephone conference with John			
		Fetsick; review and respond to Memorandum from Mark Criden.	1.90	475.00	
01/12/2024	MJP	Conference with Scott Farrington regarding election questions.	0.20	50.00	
	MJP	Review communication from Attorney Barnebey regarding Resolution 2024-08 clarification.	
0.20	
50.00	
	MJP	Review various communications by and between Attorney Barnebey and Curtis Nickerson regarding Huntington lease.	
0.40	
100.00	
	MPB	Telephone conference with John Fetsick; telephone conference with Bob Gang on agenda issues; preparation for and attendance at Board			
		meeting; conference with Chair and Vivian Carvalho on election			
		procedures; work on Resolution 2024-10; preparation of			
		Memorandum.	5.60	1,400.00	
01/15/2024	MPB	Review and revise Addendum for the Irrigation Contract; preparation of Memorandum to John Fetsick and Curtis Nickerson; conference			
		call with Election Committee.	2.10	525.00	
	JO	Work on agenda materials.	0.50	62.50	
01/16/2024	MJP
MJP	Review communications by and between Attorney Barnebey and Curtis Nickerson regarding Leiboldt contract.
Review communication from Vivian Carvalho regarding irrigation
contract resolution.	
0.40

0.20	
100.00

50.00	
	MPB	Preparation for and attendance at the referendum vote; work on Leibold contract; attend Special Board meeting; preparation of			

•

UNIVERSITY PARK RECREATION DISTRICT GENERAL REPRESENTATION
MPB

Page:	3
January 31, 2024
Account# 40896-000
Invoice #	40896-000-64

			HOURS		
		Memorandum to the Board on authorizing bonds; preparation of			
		Memorandum to the Board on Liebold contract; review and respond			
		to Bob Gang.	8.60	2,150.00	
01/17/2024	CFJ	Review of status of copyright issues	0.20	50.00	
	MPB	Telephone call to John Fetsick; preparation for and attendance at University Park Recreation District meeting; review clarifications to			
		Resolution by Bob Gang; telephone conference with John Fetsick on			
		member issues; wrap up on election matters.	1.90	475.00	
01/18/2024	MPB	Preparation of Memorandum to John Fetsick; review and respond to Kwame Jackson; review and respond to letter from David Murphy;			
		attend conference call with John Fetsick on membership issue;			
		telephone conference with Chair.	1.40	350.00	
01/22/2024	MPB	Telephone conference with Chair; review and respond to Memorandum from Vivian Carvalho; telephone conference with			
		Vivian Carvalho; review and respond to David Murphy.	0.70	175.00	
01/23/2024	MJP MPB	Review communication from Attorney Barnebey regarding referendum e-mail.
Review and respond to Memorandum from Atty. Bill Clague; review and respond to Memorandum from Richard Alimenti; review and	
0.20	
50.00	
		respond to Memorandums from Chair; review and respond to			
		Memorandum from John Fetsick.	1.40	350.00	
01/24/2024	MJP	Review communication from Mr. Alimenti.	0.10	25.00	
	MPB	Review and respond to Memorandum from Rusty Pierson; preparation of Memorandum to Mr. Alimenti.	
0.40	
100.00	
01/25/2024	MPB	Attend Agenda meeting; telephone conference with Bob Gang.	0.90	225.00	
01/29/2024	MPB	Review and respond to Memorandum from Vivian Carvalho.	0.40	100.00	
01/30/2024	MPB	Telephone conference with Vivian Carvalho; review revised request from Dean Matt; attend the Board Workshop; preparation of			
		Memorandum to the Chair on Bond documents.	1.30	325.00	
01/31/2024	MJP	Review Second Supplemental Trust Indenture.	0.20	50.00	
	MPB	Review and respond to the Chair Memorandum.	0.30
--		75.00	
		TOTAL FOR THE ABOVE SERVICES	48.40	11,987.50	
		TOTAL CURRENT WORK		11,987.50	
		PREVIOUS BALANCE		$7,631.00	

PAYMENTS RECEIVED

01/16/2024	Payment received on account. Thank you!	-7,631.00

•

UNIVERSITY PARK RECREATION DISTRICT GENERAL REPRESENTATION
MPB

Page:	4
January 31, 2024
Account# 40896-000
Invoice#	40896-000-64

AMOUNT DUE (includes Previous Balance if shown above)	$11,987.50

If you prefer to receive paperless invoices by email, please complete the information below or email billin	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

BLALOCK WALTERS
ATTORNEYS  AT LAW

WE MAKE A DIFFERENCE
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
January 31, 2024
Account # 40896-030
Invoice#	40896-030-1

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM

	$21,000,000.00 BOND FOR FACILITIES			
MPB				
	
For Professional Services Rendered Thru 01/31/2024			
		HOURS		
11/09/2023	MJP		Research regarding whether there is an applicable statute governing who votes on a bond referendum.	
1.40	
350.00	
	MJP	Additional research of any case law relating to Chapter 100 provisions			
	dealing with referendum elections.	0.70	175.00	
11/16/2023	MPB Telephone conference with Vivian Carvalho regarding notices for public hearing and equalization hearing.	
0.40	
110.00	
12/05/2023	MPB Preparation of Memorandum to Kevin Plenzer; preparation of Memorandum to Bob Gang; preparation of Memorandum to Vivian Carvalho.	

0.70	

192.50	
12/07/2023	MPB  Preparation of Memorandum to Bob Gang.	0.30	82.50	
12/22/2023	MPB  Telephone conference with Bob Gang.	0.40	110.00	
01/05/2024	MJP	Review communication from Attorney Barnebey to Attorney Gang regarding bond issue.	
0.20	
50.00	
01/18/2024	MPB  Preparation of Memorandum to Kwame Jackson.	0.30	82.50	
01/30/2024	MPB  Review and respond to Memorandum from Bob Gang.	0.20	55.00	
	TOTAL FOR THE ABOVE SERVICES	4.60	1,207.50	
11/30/2023	Online Legal Research		10.65	
	TOTAL EXPENSES		10.65	
	TOTAL CURRENT WORK		1,218.15	

\

UNIVERSITY PARK RECREATION DISTRICT
$21,000,000.00 BOND FOR FACILITIES
MPB

Page:	2
January 31, 2024
Account # 40896-030
Invoice#	40896-030-1

AMOUNT DUE (includes Previous Balance if shown above)	$1,218.15

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

BLALOCK WALTERS
ATTORNEYS  AT LAW

WE MAKE A DIFFERENCE
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
January 31, 2024
Account# 40896-033
Invoice #	40896-033-1

ATTN:	ACCOUNTSPAYABLE@UNIVERSITYPARK-FL.COM

$21 MILLION BOND VALIDATION

FEM

For Professional Services Rendered Thru 01/31/2024

12/29/2023	MPB Prepare memorandum to Bob Gang. Legal research on recent case law.

HOURS

0.40

110.00

12/31/2023	MPS  Review and respond to Bob Gang memorandum. Prepare	
		memorandum to Fred Moore.	0.30	82.50	
01/02/2024	MPB	Telephone call with Bob Gang. Prepare memorandum to Bob Gang.			
		Conference with attorneys Moore and Johnson.	1.20	330.00	
01/18/2024	MPB	Began acquiring supporting documentation for Bond Validation.	0.40	110.00	
01/25/2024	FEM	Review of bond resolutions in preparation of bond validation			
		complaint. Prepare initial draft of bond validation complaint and order to show cause.	
2.50	
687.50	
		TOTAL FOR THE ABOVE SERVICES	4.80	1,320.00	
		TOTAL CURRENT WORK		1,320.00	
		
AMOUNT DUE (includes Previous Balance if shown above)		
$1,320.00	

...

UNIVERSITY PARK RECREATION DISTRICT
$21 MILLION BOND VALIDATION FEM

Page:	2
January 31, 2024
Account# 40896-033
Invoice#	40896-033-1

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

Kim	Iey>)) HOrn		_,.;.;.ln vo;;.;.ic e_;,fo r..;.P.;_;ro:..:.;fe;.:s;.:.;si;.:.;on;.;.:a:.;.,,I;;,;Se;.:.rv.:.:.ic:::.:e:.::..s

Please remit payment electronically to:
Account Name:	KIMLEY-HORN AND ASSOCIATES, INC.
Bank Name and Address:	WELLS FARGO BANK, N.A., SAN FRANCISCO, CA 94163
Account Number:	2073089159554
ASA#:	121000248

If paying by check, please remit to:
KIMLEY-HORN AND ASSOCIATES, INC.
P.O. BOX 932520
ATLANTA, GA 31193-2520

UNIVERSITY PARK RECREATION DI5TRICT C/0 MR. MARK BARNEBEY, ESQUIRE, UPRD BLALOCK WALTERS, P.A.
802 11TH STREET W. BRADENTON,FL34205

Federal Tax Id: 56-0885615
For Services Rendered through Nov 15, 2023

Invoice No:	 26008321 Invoice Date:	Nov15, 2023 Invoice Amount: $4,850.00
Project No:	248170001.1
Project Name:	UNIV PKWY RECREATION DIST
Project Manager: AGRUSA, BOB Client Reference:

LUMP SUM			

Description	
Contract Value	%
Complete	Amount Earned to Date	Previous Amount Billed	Current Amount Due	
TASK 1 PREPARE LAND USE TRADE-OFF EXCHANGE	4,850.00	100.00%	4,850.00	0.00	4,850.00	
Subtotal	4,850.00	100.00%	4,850.00	0.00	4,850.00	
Total LUMP SUM	4,850.00	
	
Total Invoice: $4,850.00

II' you have any questions, please conract Taylor Hamill at 407-427-1689 or Taylor.Hami//@)kim/ey-horn.com	JJTBH

University Park Recreation District

Supervisor Requests & Comments