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 Board of Supervisors of the University Park Recreation District will be held on Tuesday, June 2, 2026, at 2:00 PM at the Business Offices, 8301 The Park Boulevard, University Park, FL 34201 and virtually.

Meeting ID: 648 161 1158
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BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters 	(2:00-2:15PM)





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	(2:15-2:25PM)

1.

Consideration of Minutes:

a.
b.
c.

April 10, 2026, Board of Supervisors’ Meeting April 28, 2026, Board of Supervisors’ Meeting
May 5, 2026, Board of Supervisors’ Special Meeting & Attorney/Client Session

2.
3.

Public Records Request Summary List Correspondence Summary List

Staff Report Matters		(2:25-2:40PM)

4.
5.
6.
7.

District Counsel District Manager Club Management Committee Reports
Finance
Acknowledgement of Resignation of Cathie Schaffer
Strategic Planning

New Business Matters	(2:40-3:48P

8. Presentation from Phillips Feldman Group and Acceptance of FY 2025 Audit Repor

9. Consideration of Resolution 2026-14, Approving a Preliminary Enterprise Fund

(Country Club) Budget for Fiscal Year 2027 and Setting a Public Hearing Date
[Suggested Date, September 1, 2026]

Consideration of Resolution 2026-15, Approving Preliminary General Fund & Debt Service Budgets for Fiscal Year 2027 and Setting a Public Hearing Date [Suggested Date, September 1, 2026]
Discussion Pertaining to District Counsel Representation
Review of Proposed Governance Advisory Committee Purpose and Procedures
Draft Purpose and Procedures – Scott Huebner
District Counsel’s Comments
Consideration of Focused Technology Proposal for Lakeside Room Audio/Visual Equipment Replacement
Consideration of UES Professional Solutions Proposal for:
Limited Mold Assessment
Asbestos-Containing Materials (ACM) Survey

District Financial Matters 	(3:48 – 3:50PM)
15. Ratification of Payment Authorization No. 161

16. Supervisor Comments & Future Agenda Items	(3:50-4:00PM)

Adjournment

Date

Meeting Type

Time

Location

June 2, 2026

Board of Supervisors’ Meeting

2:00PM

University Park Business Offices

June 9, 2026

Town Hall Meeting

2:00 PM

Zoom

June 10, 2026

Strategic Planning Committee Meeting

3:00 PM

University Park Business Offices

June 12, 2026

Board of Supervisors’ Meeting

2:00PM

University Park Business Offices

June 17, 2026

Finance Committee Meeting

3:00 PM

University Park Business Offices

June 30, 2026

Board of Supervisors’ Meeting

2:00PM

University Park Business Offices

M)
t

University Park Recreation District

Consideration of Minutes:

a.

April 10, 2026, Board of Supervisors’

Meeting

b.

April 28, 2026, Board of Supervisors’

Meeting

c.

May 5, 2026, Board of Supervisors’

Special Meeting & Attorney/Client Session

MINUTES OF MEETING

UNIVERSITY PARK RECREATION DISTRICT BOARD OF SUPERVISORS’ MEETING
Friday, April 10, 2026
2:00 p.m.
Business Offices
8301 The Park Boulevard, University Park, FL 34201

Board Members present in person or via phone:

Steve Heitzner Scott Huebner
Gregory Selep Steve Swanson

Chairperson
2nd Vice Chairperson Board Secretary Treasurer

Also, Present in person or via phone:

Vivian Carvalho Kwame Jackson Mark Barnebey
John Fetsick

District Manager – PFM Management Services LLC ADM - PFM Management Services LLC	(via Zoom) District Counsel – Blalock Walters
General Manager - Country Club

Various Audience Members in-person and via Zoom

FIRST ORDER OF BUSINESS

Organizational Matters

Call to Order, Roll Call, and Pledge of Allegiance

The meeting was called to order at 2:00 p.m. by Ms. Carvalho. Those in attendance are outlined above.

The Pledge of Allegiance was recited.

Public Comments

Mr. Hessey, a previous social non-resident member, commented regarding the membership no longer having golf discounts. He noted he and his wife were never notified of the change and requested that the Board reconsider. Ms. Carvalho noted management will follow up.

There were no further public comments at this time.

Mr. Heitzner read the letter of resignation from Ms. Dickson.

There was brief discussion regarding the Board Seat that is now open. Mr. Heitzner

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recommended following the same process to fill the role as the other Committees.

Mr. Barnebey noted that although there is not a definitive timeline to fill the role, it is better to fill the role as quickly as possible for quorum purposes.

Mr. Huebner recommended filling the role with one of the candidates from the previous election.

There was discussion regarding the process of Board appointment. The Board agreed to review submitted resumes.

Ms. Carvalho will work with Sydney to send an email blast regarding the vacant Board seat.

There was brief discussion regarding the meeting schedule and reviewing the resumes. The Board will review resumes and make a decision on the April 28th Board meeting. The deadline to submit resumes will be April 20th, at noon. Resumes will be sent to District Management.

It was noted there will also be need to appoint a Board liaison for the Strategic Planning Committee due to Ms. Dickson’s resignation. Mr. Heitzner noted the person who is appointed to the Board can cover those duties as well.

SECOND ORDER OF BUSINESS

Administrative Matters

Consideration of Minutes of the:



March

3,

2026,

Board

of

Supervisors’ Meeting
March	13,	2026,

Workshop



Board	of

Supervisors’ Meeting
March 18, 2026, Board of Supervisors’ Special & Shade Meetings



The Board reviewed the minutes.

Mr. Huebner noted that at the March 13th meeting there was discussion regarding giving a 10% discount for social memberships. Mr. Fetsick noted that the discount is only for resident social memberships.

There was discussion regarding the social membership discount. It was noted if the Board decides to give discount to non-resident social members, it would be for the existing members only, as there are no new memberships being sold in that category. The Board decided not to make any changes regarding the discount at this time.

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Mr. Fetsick will follow up with the non-resident social member, Mr. Hessey.

Public Records Request Summary List
Ms. Carvalho gave an overview of the list and noted this includes all public records requests starting from September 2024. It was noted there is one outstanding request that requires a deposit.

Correspondence Summary List

Ms. Carvalho gave an overview of the correspondence summary list. There is nothing received as of yet.

THIRD ORDER OF BUSINESS

Staff Report Matters

District Counsel

Mr. Barnebey noted the Ethics Commission is considering the District’s issue on April 24th.

The recommendation thus far is that there is a conflict, but it was noted the District has already taken care of the issue.

There was brief discussion regarding whether District Counsel should attend the Ethics Committee hearing. The Board agreed that it is not necessary to attend.

District Manager

No report.

Club Management

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ON MOTION by Mr. Selep, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District approved the Minutes of the March 3, 2026, Board of Supervisors’ Workshop Meeting, the March 13, 2026, Board of Supervisors’ Meeting, and the March 18, 2026, Board of Supervisors’ Special and SHADE Meeting.

a. Management Discussion & Analysis Report

Mr. Fetsick gave an overview of the report, including member experience events. It was noted the garage doors are currently being installed.

Mr. Fetsick gave an overview of the Palmetto Elementary visit day and noted that ELGA donated
$10,000.00 for their field trips.

There was brief discussion regarding events where the Club donates items/food for free. Mr. Huebner recommended getting residents involved with donating items.

Mr. Fetsick noted the Club was named “Best of SRQ” for the Tennis Courts and Golf Course.

Mr. Fetsick gave an overview of the March and April events. New menus launched mid-March and have been well received. Mr. Fetsick also reviewed golf operations and racquet and wellness operations.

Mr. Fetsick gave an overview of the Club financials including Year-to-Date Operating Results, Comparative Balance Sheet, Capital Sources, and the Statement of Cash Flows.

There was brief discussion regarding comparison of the cash flow to previous years.

Mr. Fetsick gave an overview of the current membership counts.

Mr. Huebner commented on the golf memberships. It was noted the membership is over the 450 threshold. It was noted there were several medical downgrades. Mr. Fetsick will follow up.

Committee Reports
a. Finance

It was noted the Finance Committee has two meetings next week.

There was no update at this time.

b. Strategic Planning

Mr. Freedman gave an update on the Strategic Planning Committee and noted Mr. Christopher from the HOA joined that meeting. The Committee would like to encourage residents to be involved with strategic planning.

Ms. Lowndy will be working the HOA to come up with a communication strategy.

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Mr. Freedman noted the Club was purchased to provide additional home value and savings to residents. It was noted there is about $5million in cost savings due to being a Recreation District.

The Strategic Planning Committee is reviewing options for the aging memberships and is ready to start working with the consultant that will be hired. The focus will be on the vision of the District.

FOURTH ORDER OF BUSINESS

Business Matters

Update of Town Hall Meeting Location Venue and Scheduling Date
Draft of Agenda Format

There was discussion regarding the date to hold the Town Hall Meeting. The Board agreed to hold the Town Hall meeting on May 5th, 2:00 – 4:00 p.m.

Mr. Fetsick noted the Tabernacle Church has agreed to let the District use their space for the Town Hall Meeting. The space can hold up to 180 people and has A/V equipment.

There was brief discussion regarding attendance. It was noted the Town Hall meeting could be available via Zoom.

There was lengthy discussion regarding the Q&A session at the end of the Town Hall meeting. It was noted that questions should be submitted in advance.

Mr. Selep will create the agenda. He recommended an hour for presentation and an hour for questions and answers.

Ms. Carvalho recommended the presentation be provided to the residents when asking for questions in order to facilitate a timely meeting. The Board agreed to only send out the agenda.

Ms. Carvalho noted the Town Hall meeting will be notified according to statutory requirements.

There was discussion regarding the agenda and presentation. Mr. Selep noted the presentation gives a financial overview and then gives details of the kitchen project and finance options for the kitchen. Once Mr. Crouch and Mr. Heitzner review the presentation, the draft will be sent to District Management for Board distribution.

Mr. Fetsick noted the final estimate, and final floor plan will be ready by April 17th.

The Board will review the final presentation at the April 28th meeting.

Mr. Fetsick will finalize the reservation of the Tabernacle church and follow up.

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Update of Boardwalk Project

Mr. Fetsick gave an update and noted he and Mr. Heitzner had a meeting with the architect. They will be submitting a design for the Board’s review. It was noted this will be designed to be a multipurpose space.

This item was deferred.

Update from Strategic Deliverables, and Cost

the Committee on

Club

Solutions

Scope of Services

Mr. Fetsick gave an overview of the updated scope of services. Strategic Club Solutions has provided an executive summary for the Board’s review. It was noted this is a 12-18 month action plan, but a 5-10 year strategic plan.

There was brief discussion regarding the scope of services.

Consideration of Resolution 2026 – 13, University Park Recreation District HNB Lease

Ms. Carvalho gave an overview of the lease agreement.

Mr. Barnebey noted the agreement has been reviewed and the Opinion Letter has been completed.

Mr. Fetsick noted this is for two sprayers in the amount of $2,900.00 per month. This amount is within the operating budget.

It was noted the lease agreement is required by Huntington Bank.

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ON MOTION by Mr. Selep, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District approved the Strategic Club Solutions Deliverables, Scope of Services, and Cost with a not-to-exceed amount of $72,000.00.

FIFTH ORDER OF BUSINESS

District Financial Matters

Ratification

of

Payment

Authorization No. 158

Mr. Fetsick reviewed the payment authorizations.

There was brief discussion regarding the corporate credit card.

Supervisor	Requests Agenda Items

&	Future

The upcoming workshops and meetings were noted.

There was brief discussion regarding holding a Board of Supervisors’ SHADE meeting. Mr. Jackson noted the earliest meeting date available, due to noticing, is April 22nd. The Board agreed to hold a SHADE meeting on May 8th, 2026, from 12:00 – 2:00 p.m.

Mr. Swanson commented regarding streamlining the communication plan.

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Date

Meeting Type

Time

Location

April 13, 2026

Finance Committee Workshop Meeting

11:00 AM

University Park Business Offices

April 15, 2026

Finance Committee Meeting

3:00 PM

University	Park Business Offices

April 28, 2026

Board of Supervisors’ Meeting

2:00PM

University	Park Business Offices

ON MOTION by Mr. Heitzner, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District ratified Payment Authorization No. 158.

ON MOTION by Mr. Selep, second by Mr. Heitzner, with all in favor, the Board of Supervisors for the University Park Recreation District approved Resolution 2026-13, University Park Recreation District HNB Lease.

There was discussion regarding having a platform for all communication. This will be a future agenda item.

Mr. Huebner noted the Strategic Planning Committee is working on streaming the communication and the governance of that.

Mr. Swanson noted he is working on the Treasurer’s role and responsibilities.

Mr. Huebner commented on the Governance Committee and noted he has several leads from Mr. Crouch, Mr. Freedman, and Mr. Fetsick. It was noted Heron’s Glen dissolved their Governance Committee.

There was discussion regarding the Governance Committee role. Mr. Huebner noted their role needs to be very specific and could be a short term committee.

Mr. Huebner recommended that the group report to Park Boulevard Management. They could be an advisory group, instead of a committee and work with people from each entity. The Board agreed.

Mr. Huebner will continue to work on the outline for the Governance Committee and who should be involved.

Mr. Heitzner thanked Mr. Selep for his work on the Board Business post. Mr. Selep will continue to work on this item for update in the Club newsletter.

There were no further Supervisor requests at this time.

Public Comment Period

There were no public comments at this time.

SIXTH ORDER OF BUSINESS

Adjournment

There was no further business to discuss.

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Secretary / Assistant Secretary

Chairperson / Vice Chairperson

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ON MOTION by Mr. Selep, second by Mr. Swanson, with all in favor, the April 10, 2026, Board of Supervisors Meeting for the University Park Recreation District was adjourned at 3:45 p.m.

MINUTES OF MEETING

UNIVERSITY PARK RECREATION DISTRICT BOARD OF SUPERVISORS’ MEETING
Tuesday, April 28, 2026
2:00 p.m.
Business Offices
8301 The Park Boulevard, University Park, FL 34201

Board Members present in person or via phone:

Steve Heitzner Scott Huebner Gregory Selep
Steve Swanson

Chairperson
2nd Vice Chairperson Board Secretary Treasurer

(via Zoom)

Also, Present in person or via phone:

Vivian Carvalho Kwame Jackson John Fetsick
Marisa Powers

District Manager – PFM Management Services LLC ADM - PFM Management Services LLC	(via Zoom) General Manager - Country Club
District Counsel – Blalock Walters

Various Audience Members in-person and via Zoom

FIRST ORDER OF BUSINESS

Organizational Matters

Call to Order, Roll Call, and Pledge of Allegiance

The meeting was called to order at 2:00 p.m. by Mr. Jackson. Those in attendance are outlined above.

The Pledge of Allegiance was recited.

Public Comments

Mr. Underwood noted two items that were not on the agenda, the selection of a new Board member and the continued litigation with Mr. Matt.

Ms. Szymaniaa commented regarding the election process for a new Board member and noted the public vote should be the determining factor. She also noted she sent an email to the Board but did not see it included in the Correspondence Summary. She noted it was regarding an email from Mr. Fetsick. It was noted that Ms. Szymaniaa’s email from April 15th, 2026, was included in the Correspondence Summary.

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A resident commented regarding the Board’s intentions and trying to negotiate a settlement for the current litigation.

A resident commented regarding updating the Fitness Center. He noted an aesthetic upgrade would help clean up the Center. Mr. Fetsick noted this is a Board decision.

Mr. Heitzner commented regarding the vacant Board Seat. He noted this topic will be discussed at the May 8, 2026, Board meeting. He recommended that the position be opened to residents until Monday, at noon, for submission. The Board agreed. Sydney will draft the email blast for review.

There were no further public comments at this time.

SECOND ORDER OF BUSINESS

Administrative Matters

Consideration of Minutes of the

March

31,

2026,	Board

of

Supervisors’ Meeting

The Board reviewed the minutes.

It was noted there was a correction on the first page regarding the meeting length. The meeting minutes should include that the meetings should be “no” longer than two hours.

Public Records Request Summary List

The Board reviewed the Public Records Request Summary List.

Ms. Carvalho noted there is one outstanding records request by a law firm. A deposit is forthcoming in order to fulfill the request.

No action was required.

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ON MOTION by Mr. Selep, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District approved the Minutes of the March 31, 2026, Board of Supervisors’ Meeting, with the noted amendment.

Correspondence Summary List

The Board reviewed the Correspondence Summary List. It was noted this will be included on the
District’s website.

No action was required.

THIRD ORDER OF BUSINESS

Staff Report Matters

District Counsel

Ms. Powers noted the Attorney/Client Session SHADE meeting will be taking place on May 5, 2026, at 9:00 a.m., which will be approximately 60 minutes. It will be held at the current location and is at the request of District Counsel. The meeting is limited in attendance to District Counsel, the District Manager, the Board of Supervisors, and a court reporter. This meeting will include discussion regarding settlement negotiations and strategy sessions regarding litigation expenditure.

Mr. Selep requested an update on request for possible litigation against bond counsel. Ms. Powers will follow up.

Mr. Selep noted a resident, Mr. Pat Thompson, emailed a request on where the lawsuit documentation is available. Ms. Powers noted it is public record and available on the Manatee County Clerk of Courts website and the appeal would be listed on the Supreme Court website. Ms. Carvalho noted any questions can be sent to District Management.

There was brief discussion regarding litigation against the bond attorney. It was noted it was only an inquiry to District Counsel.

District Manager

No report.

Club Management

No report.

Committee Reports
a.  Finance

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No report.

b. Strategic Planning

Mr. Fetsick noted the contract for Strategic Club Solutions has been reviewed by District Counsel and all changes have been accepted by the vendor. A meeting is taking place via phone on Friday, and they will attend the next Strategic Planning Committee on May 13, 2026.

Ms. Loundy noted that she met with Sydney to create an RD advantages document. She also noted the Committee would like more input from the Board regarding agenda items.

FOURTH ORDER OF BUSINESS

Business Matters

Update of Town Hall Meeting Location Venue and Scheduling Date

Mr. Selep provided a draft agenda for the Town Hall meeting to the Board.

The Board reviewed the draft agenda.

There was discussion on the timeline to hold the Town Hall meeting and including the kitchen within the budget. It was noted if the kitchen is going to be in the budget, an assessment would need to be included. The budget can always be decreased but cannot be increased.

Ms. Carvalho noted the proposed budget will be approved on May 8, 2026. The statutory requirement to approve the proposed budget is June 15, 2026.

There was brief discussion regarding resident input on the kitchen and budget. It was noted the Town Hall meeting date needs to be confirmed.

There was discussion regarding scheduling the Town Hall meeting and a date to approve the proposed budget. It was noted the kitchen project can always be removed from the budget. The Board agreed to hold a Town Hall meeting on May 12, 2026, at 2:00 p.m., and to approve the proposed budget on June 2, 2026. Mr. Fetsick will follow up with the church for rental. It was noted the Lakeside Room can be a backup location.

There was brief discussion regarding the kitchen assessment methodology. Ms. Carvalho noted the final budget is approved no later than September 15th, and the methodology will be approved at that time. The Board agreed that the methodology for the kitchen assessments will be consistent with the 2019 Bonds and existing 2024 Note.

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Mr. Crouch will provide his Town Hall information slides to Mr. Selep by May 4, 2026. Mr. Selep will provide the Town Hall kitchen information slides to District Management for distribution to the Board. Any changes can be sent to Ms. Carvalho.

Update of Boardwalk Project

Mr. Fetsick noted the architect will be providing a few options for Board review.

This item was deferred until the May 8, 2026, meeting.

Update	of	Proposed	FY	2027 Budgets



Operating (Enterprise Fund) Capital (Enterprise Fund) General Fund
Debt Service

Budget



Budget





Capital Irrigation Fund

Mr. Fetsick gave an overview of the proposed FY 2027 budgets and the process of budget creation. It was noted that Mr. Fetsick and Mr. Crouch will be meeting with each Board member individually to review the budget. It was noted the Finance Committee recommends approval of the proposed budgets.

Mr. Crouch did not recommend reviewing the budget at the Town Hall meeting, but only a Financial Summary.

There was brief discussion regarding a temporary kitchen budget and construction interruption timeline. Mr. Fetsick noted there is not enough information yet to make financial decisions regarding this topic.

Mr. Huebner noted there is an increase in revenue and expenses each year. In the last two budget years, the increase in expenses exceeded the increase in budget.

There was discussion regarding revenue versus expenses. It was noted the only way to increase the revenue is to increase the dues. The expenses can be reviewed line by line to see if any adjustments can be made. Mr. Fetsick noted this is a Finance Committee project.

Mr. Fetsick noted the Club tries to be conservative with increasing dues.

There was discussion regarding what the dues cover. It was noted the last variable in the budget is the dues.

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FIFTH ORDER OF BUSINESS

District Financial Matters

Ratification

of

Payment

Authorization Nos. 159 & 160

Mr. Fetsick gave an overview of the payment authorizations.

The Board reviewed the payment authorizations.

There was discussion regarding the costs associated with District Counsel. Mr. Swanson requested that the District Counsel costs be tracked throughout the year to compare against the budget. It was noted this is a variable cost.

Ms. Carvalho noted this would be a Governance Committee topic. It was noted there are certain items that are redacted due to the litigation.

Mr. Swanson recommended putting policies and procedures in place that notes a Board liaison who can contact District Counsel. This could eliminate some of the expenses.

Supervisor	Requests Agenda Items

&	Future

The upcoming workshops and meetings were noted.

Mr. Selep requested input on scheduling a joint communication

meeting

with the HOA and

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Date

Meeting Type

Time

Location

May 5, 2026

Special Board of Supervisors’ Meeting and Attorney/Client Session

9:00 AM

University	Park Business Offices

May 8, 2026

Board of Supervisors’ Meeting

2:00PM

University	Park Business Offices

May 13, 2026

Strategic Planning Committee Meeting

3:00 PM

University Park Business Offices

May 20, 2026

Finance Committee Meeting

3:00 PM

University	Park Business Offices

June 2, 2026

Board of Supervisors’ Meeting

2:00PM

University	Park Business Offices

ON MOTION by Mr. Selep, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District ratified Payment Authorization Nos. 159 and 160.

Sydney, and a joint Town Hall meeting with the HOA. These could take place in the fall. He also requested input regarding the RD information that is placed in the up-to-date newsletter.

Mr. Huebner commented regarding the Governance Committee. He noted they should follow the Florida Sunshine laws. He provided a handout for Board review. This topic will be included on the next meeting’s agenda.

There was brief discussion regarding the Fitness Center upgrades. Mr. Fetsick noted there is flexibility in the budget to complete the upgrades with Board approval. Mr. Selep recommended getting proposals. It was recommended to have reusable upgrades or upgrades that can be repurposed.

There were no further Supervisor requests at this time.

SIXTH ORDER OF BUSINESS

Adjournment

There was no further business to discuss.

Secretary / Assistant Secretary

Chairperson / Vice Chairperson

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ON MOTION by Mr. Huebner, second by Mr. Selep, with all in favor, the April 28, 2026, Board of Supervisors Meeting for the University Park Recreation District was adjourned at 3:22 p.m.

MINUTES OF MEETING
UNIVERSITY PARK RECREATION DISTRICT SPECIAL BOARD OF SUPERVISORS’ ATTORNEY CLIENT SESSION MEETING
Tuesday, May 5, 2026
9:00 a.m.
Business Offices
8301 The Park Boulevard, University Park, FL 34201

&

Board Members present in person or via phone:

Steve Heitzner Scott Huebner Steve Swanson Greg Selep

Chairperson
2nd Vice Chairperson Treasurer
Secretary

Also, Present in person or via phone:

Vivian Carvalho Mark Barnebey Fred Moore Court Reporter

District Manager - PFM Management Services LLC District Counsel - Blalock Walters
District Counsel - Blalock Walters

FIRST ORDER OF BUSINESS

Organizational Matters

Call to Order, Roll Call

The Board of Supervisors’ meeting was called to order at 9:10 a.m. by Ms. Carvalho. Those in attendance are outlined above.

Mr. Barnebey gave an overview of appointing a new Board member to the vacant Seat. It was noted the Board can appoint anyone they choose on a timeline of their choosing.

There was brief discussion regarding the process of appointment.

There was also brief discussion regarding scheduling the next SHADE meeting. The Board agreed on May 14th, 2026, at 9:00 a.m.

SECOND ORDER OF BUSINESS

General Business Matters

Attorney-Client Session Meeting Discussion on Appeal Process/ Litigation

This meeting is being held under the Attorney/Client Session provisions available under Florida’s Sunshine Law, Section 286.011(8), Florida Statutes, today, Tuesday, May 5, 2026, and beginning at 9:00 a.m. and lasting approximately sixty (60) minutes at the request of the Attorney for the District. This meeting shall be held at the Business Offices located at 8301 The Park Boulevard,

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University Park, FL 34201. This meeting shall commence at an open meeting and then will move into an Attorney/Client Session limited in attendance to the District Attorneys, Mark Barnebey and Fred Moore and District Manager Vivian Carvalho who will meet in private with the Board of Supervisors of the University Park Recreation District (Steve Heitzner, Scott Huebner, Greg Selep and Steve Swanson), and a court reporter who will transcribe the full proceedings to be made part of the public record for release at the conclusion of the litigation for the purpose of discussing: settlement negotiations or strategy sessions related to litigation expenditures in the following court case: Dean Matt v. University Park Recreation District, SC 2024-0990, Lower Tribunal Case No.: 2024-CA-000252.

At the conclusion of the private portion of the meeting, the meeting shall then reopen in public.

Reopen Meeting in Public

The University Park Recreation District Special Board of Supervisors’ Meeting was reopened at 10:33 a.m.

Mr. Barnebey noted that no action was taken at this time. He is requesting an Attorney-Client session for Thursday, May 14th, 2026, at 9:00 a.m. It will last approximately 90 minutes and will be held at the Business Offices located at 8301 The Park Blvd, University Park, FL 34201. This meeting will be held under the Attorney/Client Session provisions available under Florida’s Sunshine Law, Section 286.011(8), Florida Statutes. This meeting will be limited in attendance to the University Park Recreation District’s Counsel Mark Barnebey and Fred Moore, who will meet in private with the District Board of Supervisors (Steve Heitzner, Scott Huebner, Steve Swanson, Greg Selep), District Manager (Vivian Carvalho) and a court reporter who will transcribe the full proceedings to be made part of the public record for release at the conclusion of the litigation for the purpose of discussing: Dean Matt v. University Park Recreation District, SC 2024-0990, Lower Tribunal Case No.: 2024-CA000252.

Supervisor	Requests	&	Public Comments

Mr. Selep commented regarding the Town Hall presentation.

Mr. Heitzner questioned the timing of the Town Hall due to not having definitive information on many items.

There was discussion regarding the Town Hall and assessments. It was noted the Town Hall is only for information and feedback. If an assessment does not take place for the kitchen, the project cannot begin.

The Board will review the Town Hall presentation and feedback will be sent to Ms. Carvalho.

There were no further Supervisor requests or public comments.

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THIRD ORDER OF BUSINESS

Adjournment

There was no further business to discuss.

Secretary / Assistant Secretary

Chairperson / Vice Chairperson

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ON MOTION by Mr. Heitzner, second by Mr. Swanson, with all in favor, the Board of Supervisors for the University Park Recreation District adjourned the May 5, 2026, Special Board of Supervisors Meeting.

University Park Recreation District

Public Records Request Summary List

Total of All Records Request

Tally of Records

ID# Assignment

Date Updated

Name of File / Subject

Status

Files Released

1

Additional Documents

9.6.24

Additional Documents

Completed

33

1

Insurance

9.26.24

Insurance

Completed

8

1

Additional Records

10.25.24

Additional Records

Completed

3

1

Additional Document

11.7.24

Additional Document

Completed

1

1

Additional Document

11.11.24

Additional Document

Completed

5

1

Additional Document

12.12.24

Additional Document

Completed

2

1

10.1.24 & 12.19.24 Additional Document

12.19.24

10.1.24 & 12.19.24 Additional Document

Completed

6

1

Election

2.6.25

Election

Completed

34

1

4th Election Voter List

2.20.26

4th Election Voter List

Completed

2

1

4th Election Invalid Ballots 3.14.25

3.14.25

4th Election Invalid Ballots 3.14.25

Completed

1

1

Official Tally Sheet 3.14.25

3.14.25

Official Tally Sheet 3.14.25

Completed

1

1

3.31.25

3.31.25

3.31.25

Completed

1

1

2025 Election

4.5.25

2025 Election

Completed

19

1

Ballot Results

4.7.25

Ballot Results

Completed

1

1

4.14.25

4.14.25

4.14.25

Completed

5

1

Business Plan Group Executive

4.14.25

Business Plan Group Executive

Completed

1

1

5 Year Plan

5.6.25

5 Year Plan

Completed

17

1

Organizational Charts

7.15.25

Organizational Charts

Completed

2

1

Finance & Strategic Planning

7.28.25

Finance & Strategic Planning

Completed

9

1

Committee Expertise Summary

7.29.25

Committee Expertise Summary

Completed

2

1

July Board Meetings Attendance

8.1.25

July Board Meetings Attendance

Completed

4

1

8.7.25 District Financial Reports

8.7.25

8.7.25 District Financial Reports

Completed

5

1

MD&A Request

8.8.25

MD&A Request

Completed

3

1

District Financials

8.12.25

District Financials

Completed

2

1

Irrigation System Evaluation

9.17.25

Irrigation System Evaluatiion

Completed

1

1

MB 9.18.25

9.18.25

MB 9.18.25

Completed

1

1

Records Request #1 Fact Focus

10.27.25

Records Request #1 Fact Focus

Completed

3

1

Records Request #2 Finance Legal Issues

10.27.25

Records Request #2 Finance Legal Issues

Completed

16

1

Records Request #4 BOS Workshop Cancel

10.27.25

Records Request #4 BOS Workshop Cancellation

Completed

20

1

Records Request #3 Stock Touting SEC

10.28.25

Records Request #3 Stock Touting SEC

Completed

5

1

Records Request #9 Proposals

10.28.25

Records Request #9 Proposals

Completed

2

1

Records Request #9 Proposals

10.28.25

Records Request #9 Proposals

Completed

2

1

Records Request #7 Finance Cancellation

10.28.25

Records Request #7 Finance Cancellation

Completed

10

1

Records Request #8 Invoice Redaction

10.28.25

Records Request #8 Invoice Redaction

Completed

2

1

Records Request #6 9.22.25

10.29.25

Records Request #6 9.22.25

Completed

3

1

ID#3

11.3.25

ID#3 Public Records Request

Completed

1

1

ID#1

11.6.25

ID#1 10.29.25

Completed

3

1

ID#8

11.6.25

ID#8 7.8.24

Completed

5

1

ID#5

11.6.25

ID#5 7.8.24

Completed

4

1

Records Request 11.16.23

11.6.25

Records Request 11.16.23

Completed

2

1

Records Request 2.23.24

11.6.25

Records Request 2.23.24

Completed

2

1

Records Request 3.22.24

11.6.25

Records Request 3.22.24

Completed

5

1

Records Request 5.11.24

11.6.25

Records Request 5.11.24

Completed

3

1

Records Request 5.29.24

11.6.25

Records Request 5.29.24

Completed

4

1

Records Request 1.22.25

11.6.25

Records Request 1.22.25

Completed

2

1 Records Request 3.14.25

11.6.25

Records Request 3.14.25

Completed

2

1 Records Request #5 Varsity Club

11.10.25

Records Request #5 Varsity Club

Completed

8

1 ID#3

11.18.25

ID#3 11.18.25

Completed

1

1 ID#2

11.18.25

Records Request ID#2 10.29.25

Completed

16

1 ID#5

11.18.25

Records Request ID#5 11.16.25

Completed

2

1 ID#10

12.15.25

E-mails from Mark Invoice

Completed

8

1 ID#9

12.17.25

ID#9 11.24.25

Completed

1

1 ID#13

1.8.26

12.29.25 Election Procedure & General Inforamtion Package

Completed

2

1 ID#15

1.8.26

Dec. Start Mtg Recording, Strategic Planning Committee

Completed

4

1 ID#17

1.21.26

Zoom Information

Completed

2

1 ID#6

2.19.26

11.19.25 Maintenance 5-Year Ago

Completed

28

1 ID#1

2.19.26

ID# 1 7.8.24

Completed

5

1 ID#6

2.19.26

ID#6 7.8.24

Completed

19

1 ID#7

2.19.26

ID#7 7.10.24

Completed

23

1 ID#18

3.12.26

AI Invoice from District Counsel

Completed

2

1 ID#11

3.12.26 / 5.22.26

Invoices from Mark B Year 2024

Completed

33

1 ID#12

3.16.26 / 5.22.26

ID #2 10.29.25 (2nd Request)

Completed

72

1 ID#22

4.21.26

Draft of the Opinion Letter from the Comission on Ethics

Completed

5

1 ID#19

5.7.26

Funds Transaction Points A, B, C

Completed

43

1 ID#21

5.7.26

Lewis Longman Walker

Completed

4

1 ID#20

5.21.26

Lewis Longman Walker

Completed

40

1 ID#23

5.21.26

Invoices for Security Equipment 1/1/2020

Completed

10

1 ID#24

5.21.26 / 5.22.26

Emails about Open Seat Position

Completed

14

68 Total of Records Request

5.22.26

607 Total of Files Released

5.22.26

University Park Recreation District

Correspondence Summary List

Correspondence Summary List (as of 5/1/2026)

Name

Date Received

Topic

Jim Pearson

5/2/2026

UPRD Financials

Liz McCarthy

5/6/2026

Club Dining Policy

Lee Underwood

5/13/2026

Board Meeting Remarks

Bernadette Caswell

5/15/2026

Lakewood Ranch Market Analysis 2018-2025

Dean Matt

5/18/2026

Advantages of a Recreation District

University Park Recreation District

Staff Reports

University Park Recreation District

Presentation from Phillips Feldman Group and Acceptance of FY 2025 Audit Report

University Park Recreation District

Consideration of Resolution 2026-14, Approving a Preliminary
Enterprise Fund (Country Club) Budget for Fiscal Year 2027 and Setting a Public Hearing Date

RESOLUTION 2026-14

A	RESOLUTION  OF	THE	BOARD	OF  SUPERVISORS  OF	THE

UNIVERSITY

PARK

RECREATION

DISTRICT

APPROVING

A

PROPOSED PRELIMINARY COUNTRY CLUB 2026/2027 BUDGET AND

SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the University Park Recreation District (“District”) was recently established by the Manatee County Commission, Florida, effective August 2, 2018; and

WHEREAS, in November 2019, the District acquired the University Park Country Club (“Country Club”) and has begun operating and maintaining the Country Club; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the University Park Recreation District (the “Board”) the proposed operating budget for the Country Club Fiscal Year 2026/2027 (“Proposed Budget”); and

WHEREAS, the Board has considered the Proposed Budget and desires to set the required public hearing thereon.

NOW,	THEREFORE,	BE	IT	RESOLVED	BY	THE	BOARD	OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT:

1.

PROPOSED BUDGET APPROVED. The Proposed Budget prepared by

the District Manager to the District Budget to provide a budget for the operation, maintenance, and capital improvement of the District for Fiscal Year 2026/2027 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget.

2.

SETTING A PUBLIC HEARING.

A public hearing on said approved

Proposed Budget is hereby declared and set for the following date, hour and location:

DATE:

 	

HOUR:

 	

LOCATION:

The Business Offices 8301 The Park Blvd. University Park, FL 34201.

3.

TRANSMITTAL

OF PROPOSED BUDGET AMENDMENT TO LOCAL

GENERAL PURPOSE GOVERNMENT.	The District Manager is hereby directed to

submit a copy of the Proposed Budget to Manatee County in accordance with Chapter 189, Florida Statutes.

4.

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016,

Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District’s website at least two days before the budget hearing date as set forth in Section 2, shall be posted within five (5) days after adoption, and shall remain on the website for at least two (2) years. If the District does not have its own website, the District's Secretary is directed to transmit the approved budget to the manager or administrator of Manatee County for posting on their websites.

5.

PUBLICATION OF NOTICE.

Notice of this public hearing shall be

published in the manner prescribed in Florida law.

6.
adoption.

EFFECTIVE DATE.	This Resolution shall take effect immediately upon

PASSED AND ADOPTED THIS 2ND DAY OF JUNE 2026.

ATTEST:

UNIVERSITY PARK RECREATION DISTRICT

By:	 Its:		

Secretary

UNIVERSITY PARK RECREATION DISTRICT

FY 2027 Budget
October 2026 – September 2027

May 2026 Presentation

FY2027 Budget Process

Departmental workbooks are pre-populated with PY actuals, CY budget, CY forecast, and rolling 12 and are distributed to department directors

•

Directors prepare the FY2027 budget using the workbook, general ledger, and variance reports

•

Review meetings are held with each director, the General Manager, Controller, and an assigned Finance Committee member

•

Final budget is presented to the Finance Committee for recommendation to the Board of Supervisors

•

Final budget is presented to the Board of Supervisors for approval

•

Enterprise Fund – Executive Summary

FY'27 Budget

FY'26 Forecast

FY'26 Budget

Revenue

14,495

13,858

13,702

Expenses

13,841

13,059

13,299

Operating Surplus

655

800

403

Capital Allocation

1,406

1,450

1,174

Total Revenue Breakdown

MEMBERSHIP DUES
RACQUETS & FITNESS

GOLF OPERATIONS
DINING INCOME

Total Revenue: $14,495
Membership Dues $7,056

22%

Golf Operations

$4,133

*Racquets & Fitness $86

1%

49%

Dining

$3,215

*Revenue for Racquets & Fitness is the club’s portion of the revenue generated from lessons, classes, clinics and personal training.

28%

Total Expense Breakdown

Payroll Expense $7,782

$ 885
$ 1,867
$ 405

Direct Expense $6,058

$ 1,027

$ 1,336

$ 187

$ 406

$ 805

$ 507

$ 2,584

$ 2,041

$ 1,789

Golf Operations Dining Oper Exp General & Admin
Dining CGS

Racquets & Fitness
Golf Course Maintenance Property Insurance

Golf Operations Dining
General & Administrative

Racquets & Fitness
Golf Course Maintenance

Key Assumptions – Membership Dues

Annual Dues Increases (~6%):
Full: $710 / $540
Racquets: $305 / $230
Social: $100 / $75
Annual Full Membership capped at 450

Minimal Pass Increases:
Pickleball Pass $800 (+$50)
Twilight Pass $800 (+$50)
Social Access Pass $550 (+$50)
Social Driving Range Pass $500 (+$50)
Fitness Pass $500 (no increase)

Family

Single

2027 Budget

2026 Actual

2027 Budget

2026 Actual

Full Memberships

$	12,425

$	11,715

$	9,450

$	8,910

Racquets Memberships

$	5,355

$	5,050

$	4,015

$	3,785

Social Memberships

$	1,650

$	1,550

$	1,275

$	1,200

Initiation Fees, Capital Funding, & Capital Dues

Initiation Fees:

Continued Outside Golf Allocation (10%)
Capital Dues – Same percentages as 2023–2026
Resident: 5% of Dues
Non-Resident: 10% of Dues
Capital Dues rates remain flat & competitive locally

2026 / 2027 Fees

2025 / 2026 Fees

Resident

Non-Resident

Resident

Non-Resident

Full

$	25,000

$	50,000

$	20,000

$	30,000

Racquets

4,500

5,500

4,000

5,000

Social/Resident

3,500

N/A

2,500

N/A

Key Assumptions – Golf Operations

Golf Rounds

Continue prioritizing member rounds and experience
More Full Members – capacity available for members
10% Social Member Discount
Trail Fee Increase

2027 Fees

2026 Fees

Resident

Non-Resident

Resident

Non-Resident

Single

$	1,950

$	2,950

$	1,750

$	2,650

Family

2,450

3,675

2,200

3,300

2027 Budget

2025 Actual

Last 12 Mths

Member Rounds

43,458

41,706

42,921

Outside Rounds

29,692

26,639

29,634

Total

73,150

68,345

72,555

Key Assumptions – Dining Operations

No disruption due to Renovation of Kitchen considered
Similar hours of operation to FY2026
Revenue reflects modest increase aligned with menu price adjustments
Wage expenses increased for minimum wage & cost-of-living adjustments
Food costs reduced due to refined kitchen processes & procedures, and

optimized menu design
Cost of goods sold is aligned with both the forecast and the rolling 12-month period.

2026

Rolling

2027

Forecast

12 Months

Budget

FOOD

44.5%

45.5%

46.0%

WINE

39.1%

44.4%

40.0%

LIQUOR

30.5%

27.6%

31.0%

BEER

31.5%

30.7%

32.0%

SODA

37.6%

31.4%

34.0%

Key Assumptions – Labor

No salaried headcount increases or decreases
Blended 3-4% increase for salaried employees
Hourly Wages:
– FL Minimum wage increase
– $10.98 to $11.98 (tipped)
– $14.00 to $15.00 (non-tipped)
– Discretionary increases generally around 3–4%
Total Payroll reflects 54% of Total Revenue, at industry standard

Enterprise Fund – Executive Summary

University Park Country Club 2027 Budget

SUMMARY INCOME STATEMENT

2025

2026

2026

Rolling

2027
Budget

7,055,981
4,132,755
86,217
3,214,730
5,480

2027 Budget

FISCAL YEARS ENDING SEPTEMBER 30

Actual

Budget

Forecast

12 Months

vs. 2026 FC

COUNTRY CLUB OPERATIONS:

REVENUE:

MEMBERSHIP DUES

6,131,043

6,724,088

6,687,222

6,380,181

368,759

GOLF OPERATIONS

3,451,413

3,759,858

3,963,157

3,920,372

169,598

RACQUETS & FITNESS CENTRE

58,549

77,324

88,458

74,491

(2,241)

DINING INCOME

3,010,876

3,135,420

3,108,631

3,084,146

106,099

OTHER INCOME

13,499

5,480

10,835

12,185

(5,355)

TOTAL REVENUE

12,665,380

13,702,170

13,858,303

13,471,376

14,495,164

885,464
405,457
2,584,038
2,040,886
1,866,560

636,861

EXPENSES:

PAYROLL & RELATED:

GOLF OPERATIONS

719,677

856,026

811,399

744,724

74,064

RACQUETS & FITNESS CENTRE

359,929

386,008

380,896

369,329

24,562

DINING

2,308,561

2,435,666

2,406,961

2,334,481

177,077

GOLF COURSE MAINTENANCE

1,833,506

2,068,992

1,999,032

1,891,414

41,854

GENERAL & ADMINISTRATIVE

1,675,776

1,834,071

1,804,263

1,768,332

62,297

TOT PAYROLL & RELATED

6,897,450

7,580,764

7,402,550

7,108,280

7,782,405

1,027,198
186,837
1,336,151
805,415
1,789,315
506,890
406,436

379,855

DIRECT EXPENSES:

GOLF OPERATIONS

1,016,726

1,018,068

1,039,786

1,073,913

(12,588)

RACQUETS & FITNESS CENTRE

131,816

161,459

166,268

147,312

20,569

DINING CGS

1,249,831

1,306,757

1,244,500

1,270,256

91,651

DINING OPER EXP

755,303

782,785

732,236

737,096

73,179

GOLF COURSE MAINTENANCE

1,611,411

1,566,167

1,645,755

1,664,759

143,560

GENERAL & ADMIN

446,790

493,443

456,395

464,048

50,495

PROPERTY INSURANCE

335,919

390,000

371,063

354,191

35,372

TOTAL DIRECT EXPENSES

5,547,796

5,718,679

5,656,003

5,711,575

6,058,242

402,239

OPERATING INCOME/(LOSS)

220,133

402,726

799,749

651,520

654,516

(145,233)

680,400
284,679
440,948

CAPITAL ALLOCATION:

INITIATION FEES

853,150

510,800

774,000

1,392,550

(93,600)

CAPITAL ALLOCATION- GOLF OPS

252,656

248,670

261,299

257,158

23,380

CAPITAL DUES

380,552

414,769

415,092

397,051

25,856

TOTAL CAPITAL ALLOCATION

1,486,358

1,174,239

1,450,391

2,046,759

1,406,028

(44,363)

University Park Recreation District

Consideration of Resolution 2026-15, Approving Preliminary General Fund & Debt Service Budgets for Fiscal Year 2027 and Setting a Public Hearing Date

RESOLUTION 2026-15

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT APPROVING PROPOSED PRELIMINARY FY 2026/2027 BUDGETS AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the University Park Recreation District (“District”) was recently established by the Manatee County Commission, Florida, effective August 2, 2018; and

WHEREAS, in November 2019, the District acquired the University Park Country Club (“Country Club”) and has begun operating and maintaining the Country Club; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the University Park Recreation District (the “Board”) the proposed operating budgets for operation, maintenance, and capital improvements for Fiscal Year 2026/2027 (“Proposed Budgets”); and

WHEREAS, the Board has considered the Proposed Budgets and desires to set the required public hearing thereon.

NOW,	THEREFORE,	BE	IT	RESOLVED	BY	THE	BOARD	OF SUPERVISORS OF THE UNIVERSITY PARK RECREATION DISTRICT:

1.

PROPOSED BUDGETS APPROVED. The Proposed Budgets prepared by

the District Manager to the District Budget to provide budgets for the operation, maintenance, and capital improvement of the District for Fiscal Year 2026/2027 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budgets.

2.

SETTING A PUBLIC HEARING.

A public hearing on said approved

Proposed Budgets is hereby declared and set for the following date, hour and location:

DATE:

 	

HOUR:

 	

LOCATION:

The Business Offices 8301 The Park Blvd. University Park, FL 34201.

3.

TRANSMITTAL

OF PROPOSED BUDGETS AMENDMENT TO LOCAL

GENERAL PURPOSE GOVERNMENT.	The District Manager is hereby directed to

submit a copy of the Proposed Budget to Manatee County in accordance with Chapter 189, Florida Statutes.

4.

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016,

Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District’s website at least two days before the budget hearing date as set forth in Section 2, shall be posted within five (5) days after adoption, and shall remain on the website for at least two (2) years. If the District does not have its own website, the District's Secretary is directed to transmit the approved budget to the manager or administrator of Manatee County for posting on their websites.

5.

PUBLICATION OF NOTICE.

Notice of this public hearing shall be

published in the manner prescribed in Florida law.

6.
adoption.

EFFECTIVE DATE.	This Resolution shall take effect immediately upon

PASSED AND ADOPTED THIS 2ND DAY OF JUNE 2026.

ATTEST:

UNIVERSITY PARK RECREATION DISTRICT

By:	 Its:		

Secretary

University Park Recreation District FY2027 Proposed General Fund Budget

Actual Through 2/28/2026

Anticipated Mar. - Sept.

Anticipated FY 2026
Total

FY 2026
Adopted Budget

FY 2027
Proposed Budget

Revenues
PrYr Surplus
Inter-Fund Transfers - Debt Service to O&M Inter-Fund Transfers - Country Club to O&M

- 5,486
	175,000
$180,486

- 70,000
	72,412
$142,412

- 75,486
	247,412
$322,898

9,088
70,000
	220,912
$300,000

2,878
70,000
	269,822
$342,700

General & Administrative Expenses Assessment Administration Audit
Bank Fees
Bond Admistration Fee Contingency Dissemination Agent District Counsel
Dues, Licenses, and Fees Election Costs
Insurance
Legal Advertising Management Meeting Set Up Office Supplies Postage & Shipping
Web Site Maintenance
Total General & Administrative Expenses

10,000
29,125
120
6,687
300
5,000
65,722
175
6,691
21,569
5,065
29,167

- 5,000
-
- 420
- 84,000
900
-
- 2,100
40,833

10,000
34,125
120
6,687
720
5,000
149,722
1,075
6,691
21,569
7,165
70,000
-
- 86
6,000

10,000
35,000
500
7,500
15,000
5,000
110,000
2,500
10,000
17,500
5,000
70,000
5,000
1,000
1,000
5,000

10,000
35,000
500
7,500
15,000
5,000
150,000
2,500
- 24,200
5,000
75,000
5,000
1,000
1,000
6,000

36
2,700

50
3,300

$182,357

$136,603

$318,961

$300,000

$342,700

University Park Recreation District FY 2027 Proposed Debt Service Budget

FY 2027 Proposed Budget

REVENUES:
Series 2019 Bonds Special Assessments

$

1,594,068.75

TOTAL REVENUES

$

1,594,068.75

EXPENDITURES:
Interest 11/01/2026 Interest 5/1/2027 Principal 5/1/2027

333,856.25
333,856.25
600,000.00

TOTAL EXPENDITURES

$

1,267,712.50

Funds Available for 11/1 Payment

326,356.25

Interest 11/01/2027

326,356.25

University Park Recreation District
FY 2027 Proposed Capital Irrigation Budget

FY 2027 Proposed Budget
5,000,000.00

REVENUES:
Series 2024 Note Special Assessments

$

TOTAL REVENUES

$

5,000,000.00

EXPENDITURES:
Series 2024 Note due 8/11/2027

$

5,000,000.00

$

5,000,000.00

TOTAL EXPENDITURES

University Park Recreation District
FY 2027 Proposed Kitchen Budget

FY 2027 Proposed Budget

REVENUES:
Special Assessments

$

6,000,000.00

TOTAL REVENUES

$

6,000,000.00

EXPENDITURES:
Kitchen Project

$

6,000,000.00

$

6,000,000.00

TOTAL EXPENDITURES

University Park Recreation District

Discussion Pertaining to District Counsel Representation

University Park Recreation District

Review of Proposed Governance Advisory Committee Purpose and Procedures

a.

Draft Purpose and Procedures –

Scott Huebner

b.

District Counsel’s Comments

Governance Advisory Committee Purpose and Procedures University Park Recreation District May 2026

1. Purpose:

The Governance Advisory Committee (the “Committee”) of the University Park Recreation District (the “UPRD”) is a standing committee of the Board of Supervisors (the “Board”).

Its purpose is to provide governance oversight, accountability, governance consistency review, and recommendations to the Board regarding governance structure, governing documents, authority clarification, transparency, and governance-related risk management, while ensuring alignment with UPRD’s mission, vision, and values.

The Committee shall assist the Board in identifying governance best practices and establishing clear, consistent governance standards across UPRD operations, agreements, and related entities.

2. Authority:

The Committee operates under the authority of and reports to the Board and is subject to the provisions of UPRD’s bylaws and applicable Florida state laws, including but not limited to Sunshine Laws, Public Records Laws, and Ethics Laws.

The Committee is responsible for providing recommendations to the Board regarding governance matters, governance structure, governance consistency, authority clarification, and governance-related operational oversight matters.

The Committee may review governing documents, agreements, policies, procedures, governance structures, and related materials as directed by the Board.

The Committee shall identify areas of ambiguity, overlapping authority, governance inconsistency, or potential contested authority and recommend pathways toward clarification and resolution.

The Committee shall not make legal determinations. All legal interpretations and final governance resolutions shall remain subject to review by District Counsel and approval by the Board.

3. Composition and Membership:

The Committee shall consist of 3 to 5 voting members. It shall have one administrative assistant. There shall be a UPRD Board Supervisor appointed as a non-voting liaison from the Board.

Committee members will be appointed by the Board following the process agreed to by the Board.

The Committee shall include individuals with diverse skills and experience in governance, law, finance, organizational management, strategic planning, risk management, public administration, and other relevant fields.

The Chair of the Committee (the “Chair”) shall be selected by members of the Committee and shall be responsible for setting agendas, facilitating discussions, and reporting to the UPRD Board, among other duties.

Initially, the terms of membership shall be one year for two committee members and two years for three committee members. Committee members shall serve two-year terms after the initial appointment, with the possibility of one reappointment. Terms will be staggered to help ensure continuity. If a Committee member is no longer able to serve, the Board shall appoint a qualified replacement for the remainder of the term.

Committee members may be removed by majority vote of the Board with or without cause.

4. Responsibilities:

The Committee is responsible for providing recommendations to the Board regarding:

Governance Review and Oversight:

Reviewing governance structures, governance processes, and governance accountability standards.

Reviewing governing documents, agreements, policies, procedures, and governance frameworks to identify ambiguity, inconsistencies, or governance gaps.

Identifying areas of overlapping authority, unclear responsibility, or potential contested authority.

Developing recommendations intended to establish governance clarity prior to future Board action or operational implementation.

Recommending governance best practices, governance standards, and governance process improvements.

Governance Consistency and Alignment:

Reviewing governance relationships among the UPRD, Club management, homeowners associations, affiliated entities, and other related organizations.

Evaluating consistency between governing documents, operational practices, Board policies, and existing agreements.

Reviewing governance implications associated with capital projects, financial obligations, strategic initiatives, and long-term operational commitments.

Governance Risk Management:

Identifying governance-related operational, legal, financial, and reputational risks.

Recommending governance-related risk mitigation strategies.

Coordinating governance review efforts with other UPRD committees as appropriate.

Governance Transparency and Accountability:

Recommending measures intended to improve transparency, accountability, governance communication, and public confidence.

Encouraging stakeholder input and engagement consistent with applicable laws and Board direction.

Governance Evaluation and Recommendations:

Developing governance clarification recommendations, governance amendment recommendations, and governance process improvement recommendations for Board consideration.

Recommending pathways toward definitive governance resolution where ambiguity or contested authority exists.

5. Meetings:

The Committee shall meet monthly or as needed.

Regular meeting dates and times should be specified a year in advance.

The Chair shall prepare and distribute agendas and meeting materials at least one week before meetings. The administrative assistant shall assist with scheduling meeting times and locations.

Minutes of all meetings, including relevant governance review documents, shall be recorded and distributed to Committee members and the Board.

A quorum for meetings shall be at least 60% of Committee members present, including members participating remotely.

Matters taken for a vote shall be decided by a simple majority of Committee members present, including members participating remotely.

6. Reporting:

The Committee shall report to the Board monthly or as needed and at regular Board meetings.

The Chair shall provide updates to the Board regarding Committee activities, findings, and recommendations between regular reports as needed.

Minutes of Committee meetings with attachments shall be posted to the RD website on a timely basis.

7. Evaluation:

The Committee shall conduct an annual self-evaluation to assess its effectiveness.

The evaluation and recommendations for improvements shall be reported to the Board.

The Board shall evaluate Committee performance and functionality and make changes necessary to improve Committee effectiveness.

8. Amendments:

These Purpose and Procedures may be amended at any time by a vote of the Board with input from the Board, Committee members, District Counsel, and stakeholders as appropriate.

On 05/21/2026 11:41 AM EDT Mark Barnebey
<mbarnebey@blalockwalters.com> wrote:

2.

Scott - Generally, the draft addresses the areas that have been talked about with the Board. Our comments are as follows by section:

3.

Does the Committee have the authority to act on its own initiative? The third bullet point under suggests that the Committee may only act on those items as directed by the Board, but the second and fourth bullet points might suggest otherwise. This
should be clarified to prevent future conflicts.

4.

While a flexible number of members is permissible, it is generally recommended that an odd number of openings be established (5, for example). See the discussion under
Section 5 below.

5.

The Responsibilities contain some of the same items as the Authority Section, but is much broader. Should this section be consolidated with the Authority in Section 2 for clarity? i have the same question raised for Section 2 regarding the Responsibilities in regard to whether the Committee can act on its own initiative or only as requested by
the Board. In all cases, the action of the Committee is only a recommendation.

6.

Will this Committee need to meet every month?

Please clarify that the Chair shall distribute the agendas to the committee members, the district manager, and any others you deem necessary, including placing the agenda on the
District website.

The quorum number is set at 60 % of the committee present. Thus, there is always a quorum (One member present, there is a quorum and one member can be a majority of
one). I recommend reexamining at the quorum. This impacts when

meetings can be held and how many members must be present to have a meeting. If it was 60 % of the membership of the committee, this has other implications depending on the size of the committee under Florida law besides the number needed to have a meeting. It also affects how many people must be physically present at the meeting. The number of members that must be present at a meeting would be 2 if the Committee has 3 members or 3 if the quorum is 5 members, but if the committee is established at 7, then 5 members must be present to have a meeting. A better means to address this issue is to
provide that a quorum is set at a specific number based on the number of members.

If you have any questions, please feel free to call me.

Mark P. Barnebey
Board Certified in City, County and Local Government Law

802 11th Street West | Bradenton, FL 34205
2 North Tamiami Trail, #402 | Sarasota, FL 34236

Office 941.748.0100 | Facsimile 941.745.2093
mbarnebey@blalockwalters.com

To ensure compliance with Treasury Department regulations, we advise you that, unless otherwise expressly indicated, any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.

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University Park Recreation District

Consideration of Focused Technology Proposal for Lakeside Room Audio/Visual Equipment Replacement

Focused Technology
1850 Porter Lake Drive, Suite 102
Sarasota FL 34240
Phone: 941-926-0624 Toll Free: 888-686-0551 Fax: 941-927-6431
www.focusedtechnology.com

Quotation
5/12/2026
71525

Date
Quote

University Park Country Club 7671 The Park Blvd University Park FL 34201

50% Deposit

PD

PT-VMZ72U8

Panasonic PT-VMZ72U8 Projector -1920x1200 3LCD, 7,300 lumens, 1.60:1 zoom, 15.2 lbs

1

4,699.00

4,699.00T

EC-HD21-25

HDMI Cable, 4K, 18G - 25FT

1

30.00

30.00T

SLXD24D+/58-G57

Shure Dual Wireless System with 2 SLXD2+/58 Handheld Transmitters

2

1,649.00

3,298.00T

SLXD1+=-G57

Shure Wireless Bodypack Transmitter

2

299.00

598.00T

MX153T/O-TQG

Omnidirectional Earset Headworn Microphone, TQG for Shure Bodypacks, Tan

2

285.00

570.00T

CUSTOM

Wall Plate 2 x XLR and 3.5 Audio

1

69.00

69.00T

CUSTOM

Access E Screen Non-Tensioned - 133" Diagonal HDTV (16:9) XT1000E Matt White *Video Masking *Viewing Area:65H x 116W Overall Area: 69H x 120W *** 133 3/4" Long White Case Including Flanges *115 VAC Motor * with built-in LVC-IV *Hook up Left *121225 LVC-S LV-IV CONT STATION

1

3,980.00

3,980.00T

40938

100ft 3.5mm M/M Stereo Audio Cable

1

39.00

39.00T

40415

3.5mm Stereo Audio Cable - 25' ft, Male to Male, Black - 40415

1

4.26

4.26T

VSUP

XLR cables, Adapter cables

200.00

200.00T

We appreciate the opportunity. Please contact us with any questions.

Subtotal

Sales Tax (7.0%)

Total

Page 1

Item	Description	Qty	Cost	Total

Project Desc.	Terms	FOB	Rep	Valid Thru

Ship To

Bill To

Focused Technology
1850 Porter Lake Drive, Suite 102
Sarasota FL 34240
Phone: 941-926-0624 Toll Free: 888-686-0551 Fax: 941-927-6431
www.focusedtechnology.com

Quotation
5/12/2026
71525

Date
Quote

University Park Country Club 7671 The Park Blvd University Park FL 34201

50% Deposit

PD

SHP

Shipping

500.00

500.00T

INSTALL

Installation Charge - Removal of existing screen. Installation of the above equipment. Testing and Training

7,500.00

7,500.00T

Note: Projector will be on a client provided cart or table approximately 10.5' in front of screen.

Note: Computer audio will be via HDMI to the projector. A 3.5 mm audio cable will run from the projector to the wall plate. The 100ft 3.5 audio cable above will carry the audio to the amplifier and then to the room speakers.

We appreciate the opportunity. Please contact us with any questions.

Subtotal

$21,487.26

Sales Tax (7.0%)

$1,504.11

Total

$22,991.37

Page 2

Item	Description	Qty	Cost	Total

Project Desc.	Terms	FOB	Rep	Valid Thru

Ship To

Bill To

University Park Recreation District

Consideration of
UES Professional Solutions Proposal for:

a.
b.

Limited Mold Assessment
Asbestos-Containing Materials (ACM)

Survey

April 1, 2026

University Park Recreation District
3501 Quadrangle Blvd., Suite 270
Orlando, Florida 32817

C/O
Osprey Consulting & Permitting Service LLC 1309 Triano Circle
Venice, Florida 34292

Attention:

Mr. John Fetsick
jfetsick@universitypark-fl.com

Mr. Michael Beaumier
mbeaumier@ospreyconsultingllc.com

Reference:

LIMITED MOLD ASSESSMENT PROPOSAL
University Park Country Club Kitchen Renovation 7671 The Park Blvd
University Park, Florida 34201

Dear Mr. Beaumier:

UES Professional Solutions (UES) is pleased to submit our proposal to provide a limited mold assessment
of the University Park Country Club Kitchen Renovation located at 7671 The Park Blvd in University Park, Florida 34201. The purpose of this assessment is to document the current interior conditions of the clubhouse kitchen with regards to mold growth. UES was not provided information regarding prior water intrusion events at the subject property. A summary of the subject property is provided in the table below.

OVERVIEW OF SUBJECT PROPERTY

SCOPE OF WORK

A Florida licensed mold assessor will be on site to conduct the assessment. The scope of work will include
a visual assessment, moisture testing, mold sampling in air and surfaces and a written summary report.

9802 Palm River Road, Tampa, Florida | p (813) 896-2583 | teamUES.com

Number / Type of Buildings
Total Square Footage

1 Building / Clubhouse Kitchen

3,632 square feet

Limited Mold Assessment
University Park Country Club Kitchen Renovation University Park, Florida 34201

April 1, 2026

Florida-licensed Mold Assessors will:



Visually assess accessible areas of the interior of the building (project area) for signs of visible
mold and water damage. UES will not perform destructive testing for mold or move contents during this assessment; observations are limited to readily accessible areas only.
Collect moisture readings in readily accessible building materials (an infrared camera and Protimeter moisture meter will be utilized during the assessment).
Collect indoor and outdoor temperature/relative humidity measurements for comparison.





VISUAL ASSESSMENT
UES will perform a visual assessment of readily accessible areas of the interior project area at the subject site for visible mold and water damage. Noteworthy observations will be photographed and included in the written report.

MOISTURE METER MEASUREMENTS
The subject area will be assessed with a FLIR Infrared (IR) Camera and moisture meter. The IR camera detects temperature variations associated with the assessed building materials. These temperature variations assist the assessor in delineating potential water impacted building materials. Moisture readings will be obtained through the use of a protimeter (moisture meter) from various building materials present at the site.

MOLD AIR SAMPLING
Up to six (6) spore trap air samples will be collected including two (2) outdoor exterior samples for comparison. The collected samples will be submitted and analyzed by an American Association for Laboratory Accreditation (A2LA) accredited laboratory for the presence of mold spores. The turnaround time at the laboratory will be 24 hours once received by the lab.

MOLD SURFACE SAMPLING
UES will collect samples from surfaces exhibiting visible suspect microbial growth. Up to two (2) surface samples have been assumed.

The collected samples will be submitted and analyzed at an AIHA accredited laboratory for analysis. The
turnaround time at the laboratory will be 24 hours once received by the lab.

REPORT
Provide a written report in pdf format via email to the client after the assessment and receipt of all laboratory data. The report is intended for the sole use of the client and no warrants or claims are made for use beyond those described herein. The report will note the visual observations, moisture and temperature/relative humidity readings, and photo log of noteworthy photos. The report will not include remediation recommendations. This information can be provided but has not been included in this proposed scope of work.
Noteworthy observations will be photographed and included in the written report.
Moisture impacted materials will be photographed and described in the written report.
Page 2

Limited Mold Assessment
University Park Country Club Kitchen Renovation University Park, Florida 34201

April 1, 2026

The report will provide the results of the visual inspection, moisture testing and mold sampling.

PROJECT ASSUMPTIONS



UES will conduct this assessment during one site visit.  All areas requiring inspection will be
accessible on the day scheduled for the inspection.
The survey activities will be completed on a standard work schedule of Monday through Friday 8:00 AM to 5:00 PM (excluding holidays).
Destructive sampling techniques (such as exploratory cutting of wall, ceiling, and flooring systems to expose possible mold growth) and/or removal of fixed items will not be conducted.
Unless specifically noted in the proposal, no draft report will be issued. The fee estimate presented under this proposal includes an electronic copy of the limited mold assessment report being submitted upon project completion.
The proposed scope of work and cost estimate does not include any expert witness support or testimony.









EXCLUSIONS
Spaces concealed by walls, floors, ceilings, etc. requiring access by demolition or other destructive means will not be investigated in order to minimize occupant disruption and damage to building components. The presence of such spaces and the need for destructive investigation will be documented in the final reports. No attempt will be made to observe conditions in spaces not generally accessible, including but not limited to crawlspaces, pipe chases, plenums or confined spaces. UES will not assess the cause of moisture or mold if observed within the building. UES recommends hiring a building envelope specialist to assess the building for sources of moisture and water intrusion.

FEES
We propose to conduct the Limited Mold Assessment for a Lump Sum Fee of $1,500. This fee is based on the proposed collection and laboratory analysis of six (6) spore trap samples and up to two (2) surface samples with a laboratory turnaround time of 1 business day following receipt of samples at the laboratory. If it is necessary to collect more than the proposed number of samples to ensure a thorough survey, a unit rate of $80.00 per sample will apply. UES will contact you prior to the collection and analysis of any additional samples.

This proposal shall remain effective for thirty (30) days. Should you require more than thirty (30) days to
formally authorize us to proceed we will require an update of our proposal to account for any changes in the scope of services and associated fees. If you would like us to proceed, please sign the enclosed Work Authorization/Proposal Acceptance Form and return to UES. UES will then return an executed copy to you. This proposed scope of services and associated fee will be conducted in accordance with our Terms and Conditions (see attachment to this proposal).

Page 3

Limited Mold Assessment
University Park Country Club Kitchen Renovation University Park, Florida 34201

April 1, 2026

This fee estimate includes an electronic copy of the limited mold assessment report being submitted upon
project completion. Hard copies can be provided upon request. Compiling and shipping of hard copies via overnight delivery service will be provided at the client's request at $50.00 per copy.

UES appreciates this opportunity to offer our services and we are looking forward to the assignment. If
you have questions or comments regarding the information in this proposal or if we can be of further assistance, please do not hesitate to contact the undersigned.

Respectfully submitted,
UES Professional Solutions

Timothy Alford
Florida Licensed Mold Assessor MRSA 4539 talford@teamues.com

Distribution:

Client via email

Enclosures:

Work Authorization/Proposal Acceptance Form
UES General Conditions

Page 4

UES PROFESSIONAL SOLUTIONS
WORK AUTHORIZATION | PROPOSAL ACCEPTANCE FORM
IF PROPOSAL IS ACCEPTED, SIGN FORM, RETURN ONE FORM TO UES AND RETAIN ONE COPY FOR YOUR FILES.

UES Professional Solutions (UES) is pleased to provide the services described below. The purpose of this document is to describe
the terms under which the services will be provided and to obtain formal authorization.

PROJECT NAME:	University Park Country Club Kitchen Renovation

PROJECT LOCATION:  7671 The Park Blvd, University Park, Florida 34201

CLIENT NAME:	University Park Recreation District Attn: Michael Beaumier  Phone (941)-961-8223

CLIENT ADDRESS:	3501 Quadrangle Blvd., Suite 270, Orlando, Florida 32817

Email:  jfetsick@universitypark-fl.com

I.	Scope of Services and Understanding of Project (See attached proposal or as indicated below)

II.	Contract Documents. The following documents form part of this Agreement and are incorporated herein by referral:

a.
b.
c.
d.

UES General Conditions
UES Proposal Dated: April 1, 2026
Plans, reports, specifications and other documents provided by the Client prior to this Agreement date. Other exhibits marked and described as follows:

In the event of any inconsistency or conflict among the Contract Documents, the provision in the Contract Document first listed
above shall govern.

III.  Authority to proceed and for payment. (To be completed by Client)

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives

Client:

UES Professional Solutions

By (Signature):

By (Signature):

Typed Name:

Typed Name:

Title:

Title:

Date:

Date:

April 1, 2026

Return Executed Copies to: UES Professional Solutions
9802 Palm River Road, Tampa, Florida 33619 | p (813) 896-2583

If the invoice is to be mailed to someone other than the	If invoice is to be charged to a credit card please complete info account charged, please indicate where below:	below:

Firm:

Credit card:
Visa 	 MasterCard 		 Discover	 American Express 	

Address:

c/c #

Exp.

Name as appears on card:

Attention:

Address:

Title:

SS#
Or FEID#:

Amount:

3 or 4 digit Security Code (on back of card):

SCOPE OF SERVICES

Limited Mold Assessment	$1,500

UES Professional Solutions, LLC GENERAL CONDITIONS

SECTION 1: RESPONSIBILITIES 1.1 UES Professional Solutions, LLC, and its subsidiaries and affiliated companies (“UES”), is responsible for providing the services described under the Scope of Services. The term "UES" as used herein includes all of UES’s agents, employees, professional staff, and subcontractors. 1.2 The Client or a duly authorized representative is responsible for providing UES with a clear understanding of the project nature and scope. The Client shall supply UES with sufficient and adequate information, including, but not limited to, maps, site plans, reports, surveys, plans and specifications, and designs, to allow UES to properly complete the specified services. The Client shall also communicate changes in the nature and scope of the project as soon as possible during performance of the work so that the changes can be incorporated into the work product. 1.3 The Client acknowledges that UES’s responsibilities in providing the services described under the Scope of Services section is limited to those services described therein, and the Client hereby assumes any collateral or affiliated duties necessitated by or for those services. Such duties may include, but are not limited to, reporting requirements imposed by any third party such as federal, state, or local entities, the provision of any required notices to any third party, or the securing of necessary permits or permissions from any third parties required for UES’s provision of the services so described, unless otherwise agreed upon by both parties in writing.

SECTION 2: STANDARD OF CARE 2.1 Services performed by UES under this Agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of UES's profession practicing contemporaneously under similar conditions in the locality of the project. No other warranty, express or implied, is made. 2.2 Execution of this document by UES is not a representation that UES has visited the site, become generally familiar with local conditions under which the work is to be performed, or correlated personal observations with the requirements of the Scope of Services. It is the Client’s responsibility to provide UES with all information necessary for UES to provide the services described under the Scope of Services, and the Client assumes all liability for information not provided to UES that may affect the quality or sufficiency of the services so described.

SECTION 3: SITE ACCESS AND SITE CONDITIONS 3.1 Client will grant or obtain free access to the site for all equipment and personnel necessary for UES to perform the work set forth in this Agreement. The Client will notify any possessors of the project site that Client has granted UES free access to the site. UES will take reasonable precautions to minimize damage to the site, but it is understood by Client that, in the normal course of work, some damage may occur, and the correction of such damage is not part of this Agreement unless so specified in the Scope of Services. 3.2 The Client is responsible for the accuracy of locations for all subterranean structures and utilities. UES will take reasonable precautions to avoid known subterranean structures, and the Client waives any claim against UES, and agrees to defend, indemnify, and hold UES harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy.

SECTION 4: BILLING AND PAYMENT 4.1 UES will submit invoices to Client monthly or upon completion of services. Invoices will show charges for different personnel and expense classifications. 4.2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of one and one-half percent (1 ½ %) per month, or the maximum rate allowed by law, on past due accounts. 4.3 If UES incurs any expenses to collect overdue billings on invoices, the sums paid by UES for reasonable attorneys' fees, court costs, UES's time, UES's expenses, and interest will be due and owing by the Client.

SECTION 5: OWNERSHIP AND USE OF DOCUMENTS 5.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, as instruments of service, shall remain the property of UES. Neither Client nor any other entity shall change or modify UES’s instruments of service. 5.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. 5.3 UES will retain all pertinent records relating to the services performed for a period of five years following submission of the report or completion of the Scope of Services, during which period the records will be made available to the Client in a reasonable time and manner. 5.4 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, are prepared for the sole and exclusive use of Client, and may not be given to any other entity, or used or relied upon by any other entity, without the express written consent of UES. Client is the only entity to which UES owes any duty or duties, in contract or tort, pursuant to or under this Agreement.

SECTION 6: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 6.1 Client represents that a reasonable effort has been made to inform UES of known or suspected hazardous materials on or near the project site. 6.2 Under this agreement, the term hazardous materials include hazardous materials, hazardous wastes, hazardous substances (40 CFR 261.31, 261.32, 261.33), petroleum products, polychlorinated biphenyls, asbestos, and any other material defined by the U.S. EPA as a hazardous material. 6.3 Hazardous materials may exist at a site where there is no reason to believe they are present. The discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. The discovery of unanticipated hazardous materials may make it necessary for UES to take immediate measures to protect health and safety. Client agrees to compensate UES for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. 6.4 UES will notify Client when unanticipated hazardous materials or suspected hazardous materials are encountered. Client will make any disclosures required by law to the appropriate governing agencies. Client will hold UES harmless for all consequences of disclosures made by UES which are required by governing law. In the event the project site is not owned by Client, Client it is the Client's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. 6.5 Notwithstanding any other provision of the Agreement, Client waives any claim against UES, and to the maximum extent permitted by law, agrees to defend, indemnify, and save UES harmless from any claim, liability, and/or defense costs for injury or loss arising from UES's discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost associated with possible reduction of the property's value. Client will be responsible for ultimate disposal of any samples secured by UES which are found to be contaminated.

SECTION 7: RISK ALLOCATION 7.1 Client agrees that UES's liability for any damage on account of any breach of contract, error, omission, or professional negligence will be limited to a sum not to exceed $50,000 or UES’s fee, whichever is greater. If Client prefers to have higher limits on contractual or professional liability, UES agrees to increase the limits up to a maximum of $1,000,000.00 upon Client’s written request at the time of accepting UES’s proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $400.00, whichever is greater. If Client prefers a $2,000,000.00 limit on contractual or professional liability, UES agrees to increase the limits up to a maximum of $2,000,000.00 upon Client’s written request at the time of accepting UES’s proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $800.00, whichever is greater. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional professional liability insurance. 7.2 Client shall not be liable to UES and UES shall not be liable to Client for any incidental, special, or consequential damages (including lost profits, loss of use, and lost savings) incurred by either party due to the fault of the other, regardless of the nature of the fault, or whether it was committed by Client or UES, their employees, agents, or subcontractors; or whether such liability arises in breach of contract or warranty, tort (including negligence), statutory, or any other cause of action. 7.3 As used in this Agreement, the terms “claim” or “claims” mean any claim in contract, tort, or statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent misrepresentation, or any other act giving rise to liability.

SECTION 8: INSURANCE 8.1 UES represents it and its agents, staff and consultants employed by UES, is and are protected by worker's compensation insurance and that UES has such coverage under public liability and property damage insurance policies which UES deems to be adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, UES agrees to indemnify and save Client harmless from and against loss, damage, or liability arising from negligent acts by UES, its agents, staff, and consultants employed by it. UES shall not be responsible for any loss, damage or liability beyond the amounts, limits, and conditions of such insurance or the limits described in Section 7, whichever is less. The Client agrees to defend, indemnify, and save UES harmless for loss, damage or liability arising from acts by Client, Client's agents, staff, and others employed by Client. 8.2 Under no circumstances will UES indemnify Client from or for Client’s own actions, negligence, or breaches of contract. 8.3

To the extent damages are covered by property insurance, Client and UES waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance.

SECTION 9: DISPUTE RESOLUTION 9.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any way related to this Agreement will be submitted to mediation or non-binding arbitration, before and as a condition precedent to other remedies provided by law. 9.2 If a dispute arises and that dispute is not resolved by mediation or non-binding arbitration, then: (a) the claim will be brought in the state or federal courts having jurisdiction where the UES office which provided the service is located; and (b) the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys’ fees, expert witness fees, and other claim related expenses.

SECTION 10: TERMINATION 10.1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof, or in the case of a force majeure event such as terrorism, act of war, public health or other emergency. Such termination shall not be effective if such substantial failure or force majeure has been remedied before expiration of the period specified in the written notice. In the event of termination, UES shall be paid for services performed to the termination notice date plus reasonable termination expenses.
10.2 In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by the Agreement, UES may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expense of termination or suspension shall include all direct costs of UES in completing such analyses, records, and reports.

SECTION 11: REVIEWS, INSPECTIONS, TESTING, AND OBSERVATIONS 11.1 Plan review, private provider inspections, and building inspections are performed for the purpose of observing compliance with applicable building codes. Threshold inspections are performed for the purpose of observing compliance with an approved threshold inspection plan. Construction materials testing (“CMT”) is performed to document compliance of certain materials or components with applicable testing standards. UES’s performance of plan reviews, private provider inspections, building inspections, threshold inspections, or CMT, or UES’s presence on the site of Client’s project while performing any of the foregoing activities, is not a representation or warranty by UES that Client’s project is free of errors in either design or construction. 11.2 If UES is retained to provide construction monitoring or observation, UES will report to Client any observed work which, in UES’s opinion, does not conform to the plans and specifications provided to UES. UES shall have no authority to reject or terminate the work of any agent or contractor of Client. No action, statements, or communications of UES, or UES’s site representative, can be construed as modifying any agreement between Client and others. UES’s performance of construction monitoring or observation is not a representation or warranty by UES that Client’s project is free of errors in either design or construction. 11.3 Neither the activities of UES pursuant to this Agreement, nor the presence of UES or its employees, representatives, or subcontractors on the project site, shall be construed to impose upon UES any responsibility for means or methods of work performance, superintendence, sequencing of construction, or safety conditions at the project site. Client acknowledges that Client or its contractor is solely responsible for project jobsite safety. 11.4 Client is responsible for scheduling all inspections and CMT activities of UES. All testing and inspection services will be performed on a will-call basis. UES will not be responsible for tests and inspections that are not performed due to Client’s failure to schedule UES’s services on the project, or for any claims or damages arising from tests and inspections that are not scheduled or performed.

SECTION 12: ENVIRONMENTAL ASSESSMENTS Client acknowledges that an Environmental Site Assessment (“ESA”) is conducted solely to permit UES to render a professional opinion about the likelihood or extent of regulated contaminants being present on, in, or beneath the site in question at the time services were conducted. No matter how thorough an ESA study may be, findings derived from the study are limited and UES cannot know or state for a fact that a site is unaffected by reportable quantities of regulated contaminants as a result of conducting the ESA study. Even if UES states that reportable quantities of regulated contaminants are not present, Client still bears the risk that such contaminants may be present or may migrate to the site after the ESA study is complete.

SECTION 13: SUBSURFACE EXPLORATIONS 13.1 Client acknowledges that subsurface conditions may vary from those observed at locations where borings, surveys, samples, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties’ interpretations or use of the information developed or provided by UES. 13.2 Subsurface explorations may result in unavoidable cross-contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated zone and links it to an aquifer, underground stream, or other hydrous body not previously contaminated. UES is unable to eliminate totally cross-contamination risk despite use of due care. Since subsurface explorations may be an essential element of UES’s services indicated herein, Client shall, to the fullest extent permitted by law, waive any claim against UES, and indemnify, defend, and hold UES harmless from any claim or liability for injury or loss arising from cross-contamination allegedly caused by UES’s subsurface explorations. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy.

SECTION 14: SOLICITATION OF EMPLOYEES Client agrees not to hire UES's employees except through UES. In the event Client hires a UES employee within one year following any project through which Client had contact with said employee, Client shall pay UES an amount equal to one-half of the employee's annualized salary, as liquidated damages, without UES waiving other remedies it may have.

SECTION 15: ASSIGNS Neither Client nor UES may delegate, assign, sublet, or transfer its duties or interest in this Agreement without the written consent of the other party.

SECTION 16: GOVERNING LAW AND SURVIVAL 16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the UES office performing the services hereunder is located. 16.2 In any of the provisions of this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired and will survive. Limitations of liability and indemnities will survive termination of this agreement for any cause.

SECTION 17: INTEGRATION CLAUSE 17.1 This Agreement represents and contains the entire and only agreement and understanding among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings, representations, inducements, promises, warranties, and conditions among the parties. No agreement, understanding, representation, inducement, promise, warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated herein.
17.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification or amendment is sought.

SECTION 18: WAIVER OF JURY TRIAL Both Client and UES waive trial by jury in any action arising out of or related to this Agreement.

SECTION 19: INDIVIDUAL LIABILTY PURSUANT TO FLORIDA STAT. 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

UES DOCS No. 1823094 Revised 12/04/2020

UES
9802 Palm River Rd. Tampa, Florida 33619
813.740.8506 | TeamUES.com

April 1, 2026

University Park Recreation District
3501 Quadrangle Boulevard, Suite 270
Orlando, Florida 32817 C/O
Osprey Consulting & Permitting Service LLC 1309 Triano Circle
Venice, Florida 34292

RE:

Proposal – Asbestos-Containing Materials (ACM) Survey
University Park Country Club Kitchen 7671 The Park Boulevard
University Park, Manatee County, Florida Project No: A26150.00670

UES appreciates the opportunity to submit our proposal to conduct an Asbestos-Containing Materials Survey for
the above-referenced subject property. In our proposal, we will summarize our understanding of the project and discuss our proposed scope of services, deliverables, timeline, and fees.

SITE DESCRIPTION

We understand that the subject property currently consists of an approximately 3,632 square foot clubhouse
kitchen area within University Park Country Club in University Park, Manatee County, Florida (MCPA ID 1919900269). The subject space is currently scheduled for renovation.

PROPOSED SCOPE OF SERVICES

Our asbestos evaluation will include:



All work will be performed under the direction of a Florida-licensed Asbestos Consultant (FLAC);



A review of available building documents to identify potential locations of suspect Asbestos-Containing
Materials (ACMs);



A visual building inspection of accessible areas by an US Environmental Protection Agency (EPA) Asbestos
Hazard Emergency Response Act (AHERA) accredited asbestos inspector to identify suspect ACMs;



Once suspect ACMs are identified, homogeneous materials (materials which are uniform in color, texture,
construction/application date, and general appearance) will be determined;



Record material quantities, locations, and physical condition (good, fair, or poor) of accessible suspect ACM. The
indicated material quantities are estimates based on the field observations and should be considered preliminary in nature. These estimates should not be used for bidding purposes without verification by an abatement contractor.

Environmental Consulting | Geotechnical Engineering | Materials Testing & Inspections
Occupational Health & Safety | Building Sciences & Code Compliance | Virtual Design Consulting

Proposal – ACM Survey
University Park Country Club Kitchen 7671 The Park Blvd., University Park, FL

Project No. A26150.00670
April 1, 2026



Indicate whether the suspect ACM is friable (a material that when dry, may be crumbled, pulverized or reduced
to powder by hand pressure) or non-friable;



Collection of bulk samples of each homogeneous suspect ACM. Record sample information on Asbestos Bulk
Sample Forms (chain-of-custody sheets), which will be signed, dated, and sent with the samples to the laboratory;



Analysis of the collected bulk samples at a National Voluntary Laboratory Accreditation Program (NVLAP)
accredited laboratory using Polarized Light Microscopy (PLM) for the presence of asbestos fibers. UES will provide PLM results to you immediately upon receipt for discussion to determine if further analysis is required. If PLM results indicate levels between “trace” and 10% asbestos, you will have the option to analyze the samples further by PLM Point Count Analysis to better quantify the asbestos content or assume the material to be asbestos-containing. Materials having point count results <1% asbestos are considered non-ACM. If you choose the additional Point Count analysis, UES will charge an additional $35 per sample. And;



Unless specifically noted in the proposal, no draft report will be issued. The fee estimate presented under this
proposal includes an electronic copy of the Asbestos-Containing Material Survey report being submitted upon project completion.

The following conditions are anticipated prior to inspection of the structure and during the completion of the
building inspection:



All areas requiring inspection will be accessible on the day(s) scheduled for the inspection. Collection of
bulk samples of suspect ACMs will be limited to those materials readily accessible.



The survey activities will be completed on a standard work schedule of Monday through Friday 8:00 AM
to 5:00 PM (excluding holidays) and a standard 5 to 7 day laboratory sample analysis turnaround basis.



We understand the roof system, on the structure, is to be included in our asbestos evaluation. UES will
make every effort to sample in the least destructive manner possible. UES will place temporary patches at the locations where roof samples are obtained. However, UES cannot assume responsibility for the integrity of the patch areas or any damage that may arise from leaks in these areas. The client may wish to employ a licensed roofing contractor to repair the sample locations. Also, due to the possibility of voiding an existing roof warranty, UES recommends that the client contract with a licensed roofing contractor certified by the roofing manufacturer to repair the type of roofing system being sampled. If access to the roof requires more than a 17 foot extension ladder, the Client shall provide access or rental equipment such as a lift will be obtained and invoiced to the client at cost plus 10 percent.



Minor sampling damage will not be repaired.



Destructive sampling techniques (such as wall and ceiling testing, carpet cuts to expose underlying
flooring) will be employed in limited measures in the space inspected, and completed in a way to minimize disruption to operations and damage to building components. Extensive destructive sampling methods will not be used, and exploratory demolition of walls and/or removal of fixed items will not be conducted.

Inspection and collection of bulk samples of suspect ACMs will be limited to those materials readily accessible.
Spaces concealed by walls, floors, ceilings, etc. requiring access by demolition or other destructive means will not be investigated in order to minimize disruption to business operations and damage to building components.

2

Proposal – ACM Survey
University Park Country Club Kitchen 7671 The Park Blvd., University Park, FL

Project No. A26150.00670
April 1, 2026

The presence of such spaces and the need for destructive investigation will be documented in the final reports.
No attempt will be made to observe conditions in spaces not generally accessible, including but not limited to crawlspaces, pipe chases, plenums, or confined spaces.

TIMELINE

The above scope of services will be completed and submitted within 15 to 20 business days following
authorization to proceed. This schedule is based on access to the subject property being provided immediately upon receipt of authorization.

FEES

We propose to conduct the Asbestos-Containing Materials Survey for a fee of $1,500. This fee includes collection
and analysis of up to 30 samples with a standard laboratory turnaround time. If UES determines that additional samples are necessary for a complete survey, the client will be charged $25 per additional sample. UES will contact the client for approval before collecting additional samples.

CLOSURE

Attached you will find our General Contract Conditions and Work Authorization Form. If you authorize us to
proceed and grant us Right of Access to the subject property, please have the party responsible for payment sign the appropriate space on the Work Authorization Form and return one copy to us. Should any of the above information or assumptions made by UES be inconsistent with the planned development and construction, we request that you contact us immediately to allow us the opportunity to review the new information in conjunction with our proposal and revise or modify our scope of service and/or fee estimate accordingly, if needed.

UES greatly appreciates this opportunity to offer our professional services, and we are looking forward to working
with you. If you have any questions, please do not hesitate to contact the undersigned.

UES

Kurt Hardy, P.E.
Environmental Division Manager khardy@teamues.com

Timothy Alford
Project Manager talford@teamues.com

Enclosures:

Work Authorization Form UES Terms & Conditions

3

WORK AUTHORIZATION FORM

IF PROPOSAL IS ACCEPTED, SIGN FORM, RETURN ONE FORM TO UES AND RETAIN ONE COPY FOR YOUR FILES.
UES is pleased to provide the services described below. The purpose of this document is to describe the terms under which the services will be provided and to obtain formal authorization.

University Park Country Club Kitchen

PROJECT NAME:

PROJECT LOCATION:

7671 The Park Boulevard, University Park, Manatee County, Florida

University Park Recreation District C/O Osprey Consulting & Permitting Service LLC

CLIENT NAME:

CLIENT ADDRESS:

3501 Quadrangle Blvd., Suite 270, Orlando, Florida 32817

(941) 907-9044

PHONE:

I.

Scope of Services and Understanding of Project (See attached proposal or as indicated below)

II.

Contract Documents. The following documents form part of this Agreement and are incorporated herein by referral:

a.
b.
c.
d.

UES General Conditions
UES Proposal Dated: April 1, 2026
Plans, reports, specifications and other documents provided by the Client prior to this Agreement date. Other exhibits marked and described as follows:

In the event of any inconsistency or conflict among the Contract Documents, the provision in the Contract Document first listed above shall govern.

III.

Authority to proceed and for payment. (To be completed by Client)

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives:

CLIENT 	

UES Professional Solutions, LLC

BY (Signature) 	

BY (Signature) 	

TYPED NAME 	

TYPED NAME	

TITLE 	

TITLE 	

DATE 	

DATE	

Environmental Consulting | Geotechnical Engineering | Materials Testing & Inspections
Occupational Health & Safety | Building Sciences & Code Compliance | Virtual Design Consulting

If the invoice is to be mailed to someone other than the account	If invoice is to be charged to a credit card please complete info below: charged, please indicate where below:

Firm:

Credit card:
Visa 	 MasterCard 	 Discover	 American Express 	

Address:

c/c #

Exp.

Name as appears on card:

Attention:

Address:

Title:

SS# or FEID#:

Amount:

3 or 4 digit Security Code (back of card):

SCOPE OF SERVICES

Asbestos-Containing Materials (ACM) Survey	$1,500

Project Number:

A26150.00670

UES can provide the following services upon request:

Environmental Due Diligence and Contamination Assessments
Phase I & II Environmental Site Assessments (ESAs)
Soil & Groundwater Environmental Assessment, Testing, & Remediation

Ecological Services
Wetland Delineation/Mitigation Permitting Protected Species Assessment
Gopher Tortoise Assessment, Permitting, & Removal

Environmental Construction Services
Stormwater Pollution & Prevention Plans (SWPPP) & NPDES Inspections

Occupational, Health & Safety Services
Asbestos Surveys & Testing Lead Based Paint Surveys & Testing
Mold Surveys & Testing Radon Testing

Geophysical Investigations/Virtual Design Consulting
Ground Penetrating Radar (GPR) Subsurface Utility Mapping Subsurface Information Modeling

GENERAL TERMS AND CONDITIONS

Section 1: Binding Agreement

1.1

By accepting the Proposal, Client accepts and agrees to be bound by all terms set forth in the Proposal and these General Terms and Conditions and any applicable addendum attached

hereto. Client acknowledges and agrees that these General Terms and Conditions include certain state-specific terms and conditions that are applicable based on the location where the Services

(as hereinafter defined) are to be performed. Attached hereto are State-Specific Addenda, each corresponding to a particular state or region.

1.2

If the Services are performed in Forida, Texas, California, Nevada, Oregon, Washington or Arizona, the State-Specific Addendum attached hereto is incorporated into and made a part

of these General Terms and Conditions.

1.3

In the event of any conflict between these General Terms and Conditions and the terms of the applicable State-Specific Addendum, the terms of the State-Specific Addendum shall

govern and control for Services performed in that state or region.

1.4

The Proposal and these General Terms and Conditions (collectively, the “Agreement”) represent and contain the entire and only agreement and understanding among UES Professional

Solutions, LLC, a Florida limited liability company and its affiliates (the “Company”) and Client with respect to the subject matter of this Agreement and supersede any and all prior and contemporaneous oral and written agreements, understandings, representations, inducements, promises, warranties, and conditions among the parties.
Section 2: Services

2.1

The Company is responsible for providing the services described under the Scope of Services (“Services”) of the Proposal to which these General Terms and Conditions form a part.

The term "the Company" as used herein includes all the Company’s agents, employees, professional staff, and subcontractors.

2.2

The Company shall provide revised or additional services, including changes to the Services necessary due to changed or unforeseen conditions, only in accordance with a written

addendum or change order (collectively, “Change Order”) to the Agreement agreed to by the Company and Client, and only to the extent set forth in that Change Order.

2.3
2.4

The Company shall not be responsible for any delays, fees or costs associated with adverse or unusual weather conditions that prevent the Services from being safely conducted.
The Company shall provide the personnel, equipment, Level D personal protective equipment (as defined by the Occupational Safety and Health Administration (“OSHA”), and other

materials necessary to provide the Services. The Company, at its sole discretion, may retain subcontractors or other third parties to assist it in the provision of the Services.

2.5

The terms “Project” and “Site” as used interchangeably in these General Terms and Conditions refer to the land and/or construction project on which or to which the Company is to

provide Services under this Agreement.

2.6

The Company shall perform all Services hereunder as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership, joint venture,

or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.
Section 3: Professional Standard of Care

3.1

The Company will provide its Services under this Agreement in a manner consistent with the level of professional care and skill ordinarily exercised by similar professionals practicing

contemporaneously under similar conditions in the locality of the Project. NO OTHER WARRANTY CONCERNING THE SERVICES THE COMPANY PROVIDES UNDER THE

AGREEMENT OR ANY ADDENDUM OR CHANGE ORDER, EXPRESS OR IMPLIED, IS MADE, AND ALL OTHER WARRANTIES, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.

3.2

Client understands that subsurface investigations may involve drilling, boring, excavating or sampling through varied subsurface soil and water strata which, consistent with the

prevailing standard of professional care, may result in the unavoidable or inadvertent cross-mingling of soil and water and any hazardous substances or constituents contained in them, and that

this risk cannot be eliminated despite the exercise of professional care. IF SUBSURFACE INVESTIGATIONS ARE PART OF THE SERVICES, CLIENT WAIVES ANY CLAIM AGAINST THE COMPANY, AND SHALL INDEMNIFY, DEFEND, AND HOLD THE COMPANY HARMLESS FROM ANY CLAIM OR LIABILITY FOR INJURY OR LOSS ARISING FROM CROSS-CONTAMINATION RELATED TO SUCH SUBSURFACE EXPLORATIONS.

3.3

The Company will take reasonable precautions to minimize damage to the Site, but it is understood by Client that, in the normal course of the provision of the Services, including

sampling or drilling, some damage to, or alteration of the Site is possible. The repair of such damage shall not be part of the Services unless explicitly specified in writing in the Agreement.

3.4

Execution and delivery of this Agreement by the Company is not a representation that the Company has visited the site, become generally familiar with local conditions under which

the work is to be performed, or correlated personal observations with the requirements of the Scope of Services.

3.5

Client’s payment in full of the amount owed for Services rendered shall be taken to mean that Client is satisfied with and has accepted the Company’s Services.

Section 4: Responsibilities

4.1

Client is responsible for providing the Company with a clear understanding of the project’s nature and scope. Client shall supply the Company with sufficient and adequate information,

including, but not limited to, maps, site plans, reports, surveys, plans and specifications, and designs, to allow the Company to properly complete the Services. Client assumes all liability for information not provided to the Company that may affect the quality or sufficiency of the Services.

4.2

Client acknowledges that the Company’s responsibilities in providing the Services is limited to those services described in the Proposal, and the Client hereby assumes any collateral

or affiliated duties necessitated by or for those Services. Such duties may include, but are not limited to, the provision of any required notices to any third party, or the securing of necessary permits or permissions from any third parties required for the Company’s provision of the Services.
Section 5: Site Access and Site Condition

5.1

Client will grant or obtain at its expense lawful and safe access to the Site as needed for the Company to perform the Services and will notify all affected persons and entities in writing

of the Company’s presence. The access shall be adequate to allow the Company to conduct the Services, including bringing and storing equipment and tools on the Site and any necessary

access to exterior and interior areas. The Company shall not be responsible for any delays, fees or costs caused by delayed or restricted access that prevents or slows the delivery of the Services. If the Site is not owned or operated by Client or the Client does not otherwise have the authority to grant the Company lawful access, Client shall be responsible for obtaining, at its own expense, an access agreement for the Site and any facilities located thereon and are necessary to perform the Services. The Company reserves the right to delay, without penalty, any Site visit and the provision of Services if a site access agreement, in the Company’s reasonable judgment and discretion, would impose conditions, liabilities or risks on the Company in excess of those set forth in these General Terms and Conditions or the Agreement. IF THE SITE IS NOT OWNED BY CLIENT, CLIENT AGREES TO DEFEND, RELEASE, AND HOLD THE COMPANY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES AND SUCCESSORS (THE “COMPANY INDEMNITEES”) HARMLESS FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES OR LIABILITIES ALLEGED BY THE SITE OWNER OR THE SITE OWNER’S EMPLOYEES, AGENTS, CONTRACTORS OR OTHER PERSONS OR ENTITIES ARISING FROM THE COMPANY’S PERFORMANCE OF SERVICES AT SUCH SITE.

5.2

Client shall be responsible for the safety of the Site where the Project is conducted and for providing a safe environment for the Company to provide the Services. The Company shall

be responsible for the safe and compliant conduct of its personnel at the Site and shall also comply with the reasonable and lawful work rules for the Site. As required by applicable laws, the Company will prepare a site-specific Health and Safety Plan (HASP) applicable to its personnel for the Services provided at the Site. The Company shall not be responsible for the safety of other personnel at the Site, nor shall it be responsible for ensuring that the Site complies with environmental, health and safety laws, or reporting any unsafe conduct or non-compliance that it

General Terms and Conditions – Revised 2025.09.02

Page 1

may observe. If the Company encounters conditions at the Site that are unsafe for its personnel, it reserves the right at its sole discretion to suspend or halt work until such conditions are cured. The Company shall not be responsible for any fees, costs or damages associated with any safety-related delays. Unless otherwise provided for in the Agreement, the Company shall not work in conditions that require personal protective equipment beyond that classified as Level D by OSHA, unless otherwise identified in the Proposal.

5.3

Client is responsible for accurately identifying to the Company in writing the existence and location of all subterranean structures and utilities on or affecting the Site and the Services.

The Company will take reasonable precautions to avoid affecting subterranean structures and utilities disclosed to it in writing by Client. If included in the Agreement, Client may authorize the Company to conduct applicable private utility identification and clearance requirements on behalf of Client.

5.4

Unless otherwise stated in the Proposal, any soil or groundwater monitoring activities that are included in the Services are based on the assumption that soil borings and monitoring

wells can be installed using standard truck-mounted drilling equipment, the locations are accessible to such equipment, and that surface conditions at each location consists of non-reinforced asphalt or concrete not exceeding six (6) inches in thickness and no concrete or asphalt cutting will be required. If the Company encounters materially different conditions at the Site, the Company shall inform Client, and a Change Order shall be agreed to that addresses any changes in schedule, fees or costs associated with the changed conditions.
Section 6: Hazardous Substances and Environmental Conditions

6.1

Client represents it has informed the Company of all known or suspected Hazardous Substances on, under or near the Site of which it is aware, and that it has provided the Company

with all studies, reports, investigations, or similar documents in its possession about the environmental conditions at the Site, including any documents and correspondence involving Federal, State or local environmental, health or safety regulatory notifications.

6.2

For purposes of the Agreement and these General Terms and Conditions, the term “Hazardous Substances” includes materials defined or regulated as hazardous substances, hazardous

materials, hazardous wastes, hazardous constituents, solid wastes, pollutants, or toxic substances under any Federal, State or local environmental, health, safety or natural resources law, statute, regulation or ordinance, including but not limited to petroleum products, polychlorinated biphenyls, per- and polyfluoroalkyl substances, asbestos, and any other material or

substance listed or identified by the United States Environmental Protection Agency or any similar State or local agency as presenting a potential danger to health, safety or the environment.

6.3

Except to the extent required by law, the Company shall not be responsible for making any disclosures to governmental agencies or the Site owner regarding the presence or release

of Hazardous Substances on, under, from or around a Site.

6.4

FOR ENVIRONMENTAL INVESTIGATION, GEOTECHNICAL AND REMEDIATION PROJECTS, the discovery of Hazardous Substances or other environmental

conditions on, under or near the Site not contemplated within the Services may constitute a changed condition, necessitating a Change Order. Although unlikely, Client acknowledges that such

a discovery of Hazardous Substances may make it necessary for the Company to take immediate measures to protect the health and safety of its employees and other persons, or to arrange for others to do so, including and up to delaying or terminating work. Client agrees to compensate the Company for all expenses incurred or caused by the discovery of unanticipated Hazardous Substances or environmental conditions encountered at the Site, including but not limited to those related to worker protection and exposure, emergency response actions and equipment decontamination.

6.5

FOR ENVIRONMENTAL INVESTIGATION AND REMEDIATION PROJECTS, all substances on, in, or under Site, or obtained from Site as samples or as byproducts of the

sampling process, shall be Client’s property. The Company shall not be required to sign or certify a waste manifest, disposal ticket, or similar document relating to the transportation or disposal

of wastes or Hazardous Substances. the Company may serve as Agent for Client if requested under a separate agreement and authorization. Client shall be considered the “generator” of any hazardous or other wastes, as that term is defined in the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. and agrees that it shall assume all duties as “generator” of any waste material associated with the Services. Further, Client agrees that the Company is not a generator, storer, treater, transporter, arranger, or disposer of wastes or Hazardous Substances and shall not be so identified on any document.
FOR GEOTECHNICAL PROJECTS, all substances on, in, or under the Site, or obtained from the Site as samples or as byproducts of the sampling process, shall be Client’s property. Unless otherwise expressly specified in the Agreement or the Services, the characterization, management and disposition of substances, including Hazardous Substances, generated during the Services (including, but not limited to, wastes, samples, produced soils or fluids, cuttings, or protective gear or equipment, etc.) is the sole responsibility of Client. Client shall be considered the “generator” of any hazardous or other wastes, as that term is defined in the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. and agrees that it shall assume all duties as “generator” of any waste material associated with the Services. Further, Client agrees that the Company is not and shall not be identified as a generator, storer, treater, transporter, arranger, or disposer of wastes or Hazardous Substances on any document. Unless specifically provided for in the Agreement, the Company shall not have any responsibilities with respect to the storage or preservation of samples, and Client agrees that the Company is not responsible or liable to Client for any loss of samples that are shipped to a testing facility or retained in storage.

6.6

The Company shall not have custody of any monitoring wells or permanent sampling locations installed as part of the Project, and shall not be responsible for proper maintenance,

repair, or closure of such wells, unless otherwise provided for in the Agreement.

6.7

CLIENT AGREES TO DEFEND, INDEMNIFY, RELEASE, AND HOLD THE COMPANY INDEMNITEES HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES

OR LIABILITIES (INCLUDING ATTORNEY’S FEES AND CONSULTANTS’ FEES, COSTS OF DELAY OF THE SERVICES, AND ANY COSTS ASSOCIATED WITH POSSIBLE REDUCTION TO THE VALUE OF THE PROJECT OR THE SITE IN WHICH IT IS SITUATED) ARISING FROM (I) THE COMPANY’S DISCOVERY OF OR ITS EMPLOYEES’ OR

SUBCONTRACTORS’ EXPOSURE TO HAZARDOUS SUBSTANCES OR SUSPECTED SUBSTANCES RELATED TO THE SERVICES, TO THE EXTENT CAUSED BY CLIENT’S NEGLIGENCE ACTS, OMISSIONS OR WILLFUL MISCONDUCT; (II) ANY DISCLOSURES THE COMPANY IS REQUIRED TO MAKE BY LAW REGARDING HAZARDOUS SUBSTANCES OR ENVIRONMENTAL CONDITIONS AT A SITE; (III) ANY CLAIMS MADE ALLEGING THAT (A) THE COMPANY IS AN OWNER OR OPERATOR OF THE SITE AT WHICH THE SERVICES ARE RENDERED; (B) THE COMPANY IS THE GENERATOR, STORER OR TREATER OF HAZARDOUS SUBSTANCES AT SUCH SITE; OR (C) THAT THE COMPANY ARRANGED FOR THE TRANSPORTATION OR DISPOSAL OF ANY HAZARDOUS SUBSTANCES FROM THE SITE; (IV) ANY VIOLATION BY CLIENT OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION, ORDER, DECREE OR ORDINANCE RELATED TO HAZARDOUS SUBSTANCES; OR (V) ANY CLAIMS MADE BY THIRD-PARTIES WITH RESPECT TO ALLEGED EXPOSURES TO OR DAMAGES CAUSED BY HAZARDOUS SUBSTANCES AT OR FROM THE SITE OR DURING OR RELATED TO ANY PROJECT OR THE PROVISION OF SERVICES, TO THE EXTENT CAUSED BY CLIENT’S NEGLIGENCE OR WILLFUL MISCONDUCT.
Section 7: Reviews, Inspections, Testing, And Observations

7.1

If the Services include oversight, monitoring or observation of work being conducted by third parties (other than the Company subcontractors), such Services shall be conducted solely

to determine that the work being overseen, monitored, or observed is in general conformity to the contractual requirements between Client and such third parties. Client shall have sole responsibility and authority to reject, suspend or stop the work of such third parties, or modify or terminate any agreement between Client such third parties.

7.2

The Company shall not have the responsibility or authority to stop, suspend, or modify the work of such third parties, and does not guarantee that work it inspects conforms in all

respects to the design, or to applicable laws, statutes, regulations, rules or codes, and it shall have no liability for design or construction defects, or the failure of Client’s designers or contractors to comply with their contractual obligations.

7.3

Neither the activities of the Company pursuant to this Agreement, nor the presence of the Company or its employees, representatives, or subcontractors on the Project Site, shall be

construed to impose upon the Company any responsibility for means or methods of work performance, superintendence, sequencing of construction, or safety or environmental conditions or compliance at the Project Site. Client acknowledges that Client or its contractor is solely responsible for Project jobsite safety and compliance with environmental, health and safety laws.

7.4

Client is responsible for scheduling all inspections and construction materials testing (“CMT”) activities of the Company. The Company will not be responsible for tests and inspections

that it does not perform due to Client’s failure to timely schedule work. Client shall at the time of execution of the Agreement provide the Company with a proposed schedule for tests and

inspections the Company shall perform. Client will give reasonable notice of all changes to that schedule. The Company shall not be required to conduct any tests or inspections on less than 72 hours written notice, nor after normal business hours or on weekends or holidays.

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Section 8: Billing and Payment

8.1

The Company will submit invoices to Client monthly or upon completion of Services. Invoices will show charges for different personnel and expense classifications. Partially

completed items of work for which a fee has been specified may be billed based upon the percentage of completion as estimated by the Company. Reimbursable expenses, those outside of the

scope of the proposed Services, will be charged to the Client at cost plus an applicable fee. Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of the lesser of one and one-half percent (1 ½ %) per month, or the maximum rate allowed by law, on past due accounts. If the Company incurs any expenses to collect overdue billings on invoices, the sums paid by the Company for reasonable attorneys' fees, court costs, the Company's time, the Company's expenses, and interest will be due and owing by the Client. Client agrees that the Company may refuse to release to Client any reports, findings, data, and other work product until it has been paid in full for Services rendered.
Section 9: Ownership and Use of Documents; Intellectual Property

9.1

All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by the Company, as instruments of service, shall remain the

property of the Company. Neither Client nor any other entity shall change or modify the Company’s instruments of service. The Company disclaims any and all responsibility and liability for

problems that may occur during implementation of the Company’s plans, specifications, or recommendations when Company is not retained to observe such implementation. The Company will retain all pertinent records relating to the Services for a period of “five years or such longer period” of time required by applicable accrediting agency, unless specified in the Scope of Services following submission of the report or completion of the Services, during which period the records will be made available to the Client in a reasonable time and manner, subject to payment of a reasonable fee for the time of the Company’s employees to assemble and transmit those documents.

9.2

All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by the Company, are prepared for the sole and exclusive use

of Client, and may not be given to any other entity, or used or relied upon by any other entity, without the express written consent of the Company. Such written consent may take the form of

a “reliance letter” which must be agreed to by such other person or entity to whom the Services and instruments of service may be disclosed, and for which a separate fee will be charged. The Company shall be entitled to injunctive relief preventing/prohibiting any disclosure, reliance or attribution prohibited hereunder, and CLIENT SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY FROM ANY LOSSES ARISING FROM OR RELATED TO SUCH UNAUTHORIZED DISCLOSURE, ATTRIBUTION OR RELIANCE. Client
is the only entity to which the Company owes any duty or duties, in contract or tort, pursuant to or under this Agreement.

9.3

The Company shall retain sole and exclusive ownership of all ideas, concepts, theories, improvements, designs, original works of authorship, formulas, processes, models, software,

algorithms, inventions, know-how, techniques, compositions of matter and any other information owned by the Company prior to the date of this Agreement or created or modified by the Company during the provision of the Services.

9.4

Each party may disclose to the other party certain information that it considers to be confidential (“Confidential Information”) provided such information is disclosed in writing and

clearly marked or, if orally disclosed, promptly thereafter reduced to writing and clearly marked “Confidential.” In no event shall Confidential Information include information that: (a) is or becomes publicly available other than through a breach of the Agreement; (b) is known to the party receiving such information prior to disclosure or is independently developed by such party

subsequent to such disclosure without reference to Confidential Information provided hereunder; or (c) is subsequently lawfully obtained by the party receiving such information from a third party without obligations of confidentiality. Each party agrees that it (a) will not disclose or divulge the other party’s Confidential Information to any person, (b) will not use the other party’s Confidential Information for its own benefit or the benefit of others, (c) will employ at least the same degree of care in protecting Confidential Information as it employs in protecting its own confidential information, and (d) will, upon termination of the Agreement, or at any time at the request of the other party, return to the other party or destroy all copies of the other party’s Confidential Information. Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information to its employees, subcontractors and authorized agents who have a need to know such confidential information to fulfill its obligations under this Agreement. In the event a party receives a subpoena or other validly issued administrative or judicial process requesting the disclosure of the other party’s Confidential Information, such party will promptly notify the other party and tender to it the defense of such demand and will cooperate (at the other party’s expense) with the defense of such demand. Unless the demand shall have been timely quashed or extended, the party receiving the demand shall thereafter be entitled to comply with such demand when and to the extent required by law.
Section 10: Risk Allocation and Indemnification

10.1

CLIENT AGREES THAT THE COMPANY'S LIABILITY FOR ANY DAMAGE ON ACCOUNT OF ANY BREACH OF CONTRACT, ERROR, OMISSION, OR PROFESSIONAL

NEGLIGENCE WILL BE LIMITED TO A SUM NOT TO EXCEED THE GREATER OF $50,000 OR THE COMPANY’S FEE. If Client prefers to have higher limits on contractual or

professional liability, the Company agrees to increase the limits up to a maximum of (i) $1,000,000.00 upon Client’s written request at the time of accepting the Proposal provided that Client agrees to pay an additional consideration of the greater of five percent of the total fee for Services or $1,000.00, or (ii) . $2,000,000.00 upon Client’s written request at the time of accepting the Proposal provided that Client agrees to pay an additional consideration of the greater of ten percent of the total fee for Services or $2,000.00. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional contractual or professional liability insurance.

10.2

CLIENT SHALL NOT BE LIABLE TO THE COMPANY AND THE COMPANY SHALL NOT BE LIABLE TO CLIENT FOR ANY PUNITIVE, INCIDENTAL, SPECIAL, OR

CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF USE, AND LOST SAVINGS) INCURRED BY EITHER PARTY DUE TO THE FAULT OF THE OTHER, REGARDLESS OF THE NATURE OF THE FAULT, OR WHETHER IT WAS COMMITTED BY CLIENT OR THE COMPANY, THEIR EMPLOYEES, AGENTS, OR

SUBCONTRACTORS; OR WHETHER SUCH LIABILITY ARISES IN BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR ANY OTHER CAUSE OF ACTION.

10.3

As used in this Agreement, the terms “claim” or “claims” mean any claim in contract, tort, or statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of

contract, breach of warranty, negligent misrepresentation, or any other act giving rise to liability.

10.4

Subject to the provisions of the limitation of liability described in this Section, Client and the Company each agree to indemnify and hold harmless the other party and the other party’s

affiliated companies, officers, directors, partners, employees, and representatives, from and against losses, damages, and judgments, including reasonable attorneys’ fees and expenses

recoverable under applicable law, but only to the extent they are legally determined to be caused by a negligent act, error, or omission of the indemnifying party or any of the indemnifying party’s officers, directors, members, partners, agents, employees, or subconsultants in the performance of Services. If claims, losses, damages, and judgments are legally determined to be caused by the joint or concurrent negligence of Client and the Company, they shall be borne by each party in proportion to its negligence.

10.5

Notwithstanding any other term or provision in this Agreement, in recognition of the relative risks, rewards and benefits of the work being performed by the Company to both the

Client and the Company, the risks have been allocated such that the Client agrees and acknowledged that, to the fullest extent permitted by law, the total liability of the Company to the Client

for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or causes of action whatsoever, whether arising out of contract, negligence, strict liability in tort, or warranty, shall not exceed the amount specified in Section 10 of the General Terms and Conditions.
Section 11: Insurance

11.1

The Company represents it has Worker’s Compensation insurance in force, that it has commercial general liability coverage in the amount of $1,000,000.00 per occurrence and has

professional liability insurance in the amount of $1,000,000.00 per claim.

11.2

Client shall maintain such insurance as is necessary to fully underwrite Client’s defense and indemnity obligations set forth herein, and shall, upon request by the Company, provide

proof to the Company to verify such insurance.
Section 12: Dispute Resolution

12.1

All claims, disputes, and other matters in controversy between the Company and Client arising out of or in any way related to this Agreement or any Addendum or Change Order shall

be decided by binding arbitration in accordance with the Construction Industry Rules of the American Arbitration Association then obtaining, and judgment on the award rendered by the

General Terms and Conditions – Revised 2025.09.02

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arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Company shall not be required to arbitrate any legal and/or equitable claims (including statutory and equitable liens) for collection of monies due. The successful party in any such action will be entitled to recover its reasonable attorneys’ fees, expert witness fees, and other claim-related expenses and court costs incurred, and also the time value at prevailing rates of its employees reasonably incurred in prosecuting or defending the claims, with any claims against the Company subject to the limitations in Section 10. For the purposes hereof, “successful party” shall mean a party who receives an award greater than fifty (50%) percent of its claimed amount.

12.2

The sole and exclusive venue for any dispute resolution proceeding shall be the location in which the Company office performing the Services is located. This Agreement shall be

governed by and construed in accordance with the laws of the jurisdiction in which the Company office performing the Services is located.

12.3

Notwithstanding the foregoing, all claims, including for negligence or any other cause whatsoever that the Client has or claims to have against the Company, shall be deemed waived

unless (i) Client notifies the Company of the claim or claims within thirty (30) days of discovery thereof, and (ii) if the Client contends that a claim exists against the Company for negligence

or another violation of a standard of care owed by the Company, Client has first provided the Company with a written certification executed by an independent design professional currently practicing in the same discipline as the Company. The certification shall: a) identify the name of the professional; b) specify each and every act or omission that the certifier contends is a violation of the standard of care identified in this Agreement; and c) state in complete detail the basis for the certifier’s opinion that each such act or omission constitutes such a violation. This certificate shall be provided to the Company not less than thirty (30) calendar days prior to the institution of any arbitration or judicial proceeding.

12.4

NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIM DISCOVERED BY CLIENT MORE THAN ONE YEAR AFTER

DELIVERY OF THE LAST ISSUED REPORT BY THE COMPANY FOR THE SERVICES. THE PARTIES AGREE THAT THIS PROVISION IS MATERIAL TO THE DECISION OF

THE COMPANY TO ENTER INTO THIS AGREEMENT, THAT IT IS A REASONABLE MEASURE TO ALLOCATE AND INSURE AGAINST RISK, AND THAT IT DOES NOT VIOLATE PUBLIC POLICY.
Section 13: Termination

13.1

This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms

hereof, or in the case of a force majeure event such as terrorism, act of war, public health or other emergency. Such termination shall not be effective if such substantial failure or force majeure

has been remedied before expiration of the period specified in the written notice. In the event of termination, the Company shall be paid for services performed to the termination notice date plus reasonable out of pocket termination expenses incurred or paid by the Company in connection with such termination and the winding down of its operations.

13.2

In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by this Agreement, the Company may complete such analyses

and records as are necessary to complete its files and may also complete a report on the Services performed to the date of notice of termination or suspension. The expense of termination or suspension shall include all direct out of pocket costs incurred or paid by the Company in completing such analyses, records, and reports.
Section 14: Solicitation of Employees

14.1

Client agrees that during the term of the Agreement, and for a period of one (1) year after the last date on which the Company has provided Services, Client shall not, directly or

indirectly, solicit or attempt to solicit for employment, or contract directly or indirectly with, any employee of the Company except as authorized in writing by the Company.
Section 15: Assigns

15.1

Neither Client nor the Company may assign this Agreement or assign or delegate any of its rights or obligations without the prior written consent of the other party.

Section 16: Survival
If any of the provisions of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired and will survive. Limitations of liability and indemnities will survive termination of this Agreement for the period of all applicable statutes of limitations to which they relate.
Section 17: Miscellaneous

17.1
17.2

This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification or amendment is sought.
Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of the Agreement or to exercise any power agreed to hereunder will not

be construed as a waiver of any right, power or obligation under the Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.

17.3
17.4

The headings in these General Terms and Conditions are for reference only and are not intended to form part of the Agreement between the Parties.
It is agreed that this Agreement is entered into by the parties for the sole benefit of the parties to the Agreement, and that nothing in the Agreement shall be construed to create a right

or benefit for any third party.

17.5

To the extent that a statute of limitations for any cause of action against the Company arising from this Agreement can be modified contractually in accordance with law, and the

relevant statute of limitations for any claim arising of or relating to this Agreement, or the Services provided by Company r, is greater than two (2) years, the relevant statute of limitations shall

be two (2) years from the date Company last provided Services. The parties agree that this provision is material to the decision of Company to enter into this agreement, that it is a reasonable measure to allocate and insure against risk, and that it does not violate public policy. This section shall not be construed as an agreement to increase the statute of limitations for any causes of action that are otherwise barred by law.

17.6

All future services rendered by the Company at Client's request for the Project described in the Proposal (whether by Change Order, Addendum, or amendment to this Agreement)

shall be conducted under the terms of this Agreement.
CLIENT APPROVAL

In the event the Client authorizes work without returning a signed copy of the Proposal, the Client agrees to be bound by the General Terms and Conditions as stated herein. The Proposal presented has been read, understood, and accepted by the Client effective as of the date that the executed Proposal is returned to the Company.

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STATE-SPECIFIC ADDENDUM – FLORIDA

Section 1: Addendum to Agreement

1.1

This Florida addendum (this “Addendum”) is made and entered into by and between the Company and Client and is effective as of the date of execution of the Agreement if the Services

are performed in the State of Florida, and this Addendum is incorporated into and made a part of the General Terms and Conditions solely with respect to the Services covered by this Addendum.
Section 2: Indemnity

2.1

IN ADDITION TO AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CLIENT AGREES, TO THE FULLEST EXTENT PROVIDED BY LAW,

TO RELEASE, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY ), INDEMNIFY, AND HOLD THE COMPANY INDEMNITEES HARMLESS FOR ANY

AND ALL CLAIMS, LOSSES, DAMAGES OR LIABILITIES FROM OR BY ANY PERSON OR ENTITY ARISING FROM (1) ACTS OR OMISSIONS BY CLIENT, CLIENT’S AGENTS, STAFF, AND OTHERS EMPLOYED BY OR CONTRACTED TO CLIENT, INCLUDING ARCHITECTS, ENGINEERS, CONTRACTORS, SUBCONTRACTORS, AND CONSULTANTS, WHETHER OR NOT THE COMPANY IS RESPONSIBLE IN PART FOR THE ACTS OR OMISSIONS FOR WHICH CLIENT IS INDEMNIFYING THE COMPANY AND (2) THE PROVISION OF THE SERVICES BY THE COMPANY EXCEPT TO THE EXTENT CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUCH EXCEPTION SUBJECT TO THE LIMITS SET FORTH IN SECTION 10 OF THE GENERAL TERMS AND CONDITIONS.

2.2

THE COMPANY AGREES TO INDEMNIFY, AND HOLD CLIENT HARMLESS FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES OR LIABILITIES ARISING TO THE

EXTENT SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE COMPANY IN THE PROVISION OF THE SERVICES, SUBJECT TO THE LIMITS SET

FORTH IN SECTION 10 OF THE GENERAL TERMS AND CONDITIONS.

2.3

To the extent either party’s damages are covered by available insurance, Client and the Company waive all rights of subrogation against each other and against the contractors,

subcontractors, consultants, agents, and employees of the other, except such rights as they may have to the proceeds of such insurance.
Section 3: Individual Liability (5 points larger than adjacent text)

3.1	PURSUANT TO FLORIDA STAT. 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF THE COMPANY MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

Addendum – Florida - Revised 2025.05.01

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University Park Recreation District

Ratification of Payment Authorization No. 161