University Place Community Development District

Board of Supervisors’ Meeting January 14, 2025

District Office: 5844 Old Pasco Road
Suite 100
Wesley Chapel, Florida 33544 813.933.5571

www.universityplacecdd.org

UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT
Rizzetta & Company, Inc.
5844 Old Pasco Road, Suite 100 Wesley Chapel, FL 33544
www.unversityplacecdd.org

Board of Supervisors	Denise Broyhill	Chairman	
	Sarah Kupiec	Vice Chairman	
	Elisabeth Pygott	Assistant Secretary	
	David Meyers	Assistant Secretary	

District Manager	Frank Ingrassia

Lynn Hayes	Assistant Secretary

Rizzetta & Company, Inc.	
District Counsel	Andy Cohen	Persson, Cohen, Mooney, Fernandez & Jackson	
District Engineer	Robert Dvorak	BDI Engineers	

All Cellular phones and pagers must be turned off while in the meeting room.

All cellular phones and pagers must be turned off while in the meeting room.

The Audience Comment portion of the agenda is where individuals may make comments on matters that concern the District. Individuals are limited to a total of three
(3) minutes to make comments during this time.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (813) 994-1001. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1- 1, or 1-800-955-8771 (TTY) 1-800-955-8770 (Voice), who can aid you in contacting the District Office.

A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.

UNVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

District Office – Wesley Chapel, Florida (813) 994-1001
Mailing Address – 3434 Colwell Avenue Suite 200, Tampa, Florida 33614

January 6, 2025
Board of Supervisors University Place Community Development District

AGENDA

Dear Board Members:

The regular Meeting of the Board of Supervisors of the University Place Community Development District will be held on Tuesday, January 14, 2025 at 4:30 p.m., at the Hampton Inn Suites- Sarasota/Lakewood Ranch located at 8565 Cooper Creek Boulevard, Sarasota, Florida 34201. The following is the agenda for the meeting:

BOS MEETING:
CALL TO ORDER
AUDIENCE COMMENTS ON AGENDA ITEMS
BUSINESS ADMINISTRATION
Consideration of Regular Board of Supervisors Meeting
Minutes for December 2, 2024	Tab 1
Consideration of Workshop Board of Supervisors Meeting Minutes for December 11, 2024	Tab 2
BUSINESS ITEMS
Ratification of Resolution 2025-01; Appointing
District Manager	Tab 3
Ratification of Resolution 2025-02; Designating Primary/ Administrative Office	Tab 4
Ratification of Resolution 2025-03; Re-Designate Qualified Public Depository	Tab 5
Ratification of Resolution 2025-04; Designating
Certain Officers	Tab 6
Ratification of Professional Technology
Services Agreement	Tab 7
Consideration of Website Services Agreement (under separate cover)
STAFF REPORTS
District Counsel
District Engineer
District Manager

University Place Community Development District
January 6, 2025
Page Two

SUPERVISOR REQUESTS
ADJOURNMENT

We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at (813) 994-1001.

Sincerely,
Lynn Hayes Lynn Hayes District Manager

Tab 1

UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
DECEMBER 2, 2024

CALL TO ORDER

The December 2, 2024, Regular Board Meeting of the University Place Community Development District (the “District”) was called to order at 4:31 p.m. at the Hampton Inn Suites – Sarasota/Lakewood Ranch located 8565 Cooper Creek Boulevard, Sarasota, Florida 34201.

PROOF OF PUBLICATION

Proof of publication was presented which showed that notice of the Regular Board Meeting had been published in the Sarasota Herald-Tribune on October 18, 2024, as legally required.

ADMINISTER OATH OF OFFICE

Ms. Krizen administered the Oath of Office to Denie Broyhill and Elisabeth Pygott.

ESTABLISH A QUORUM

A quorum was established with the following Supervisors in attendance:

Chairperson	Denise Broyhill	Present	
Vice Chairman	Sarah Kupiec	Present	
Supervisor	Frank Ingrassia	Present	
Supervisor	David Meyers	Present	
Supervisor	Elisabeth Pygott	Present	

Staff in attendance included the following:

District Manager	Michelle Krizen	Special District Services, Inc.	
District Counsel	Andrew Cohen	Persson & Cohen	
District Engineer	Robert Dvorak (via phone)	BDI Engineer	

Also present were Susan Lerman and Shirley Romanoff.

CONSIDER ACCEPTANCE OF BOARD MEMBER RESIGNATION

A motion by Ms. Kupiec, seconded by Ms. Broyhill and passed unanimously accepting the resignation of John Barry, as presented.

A discussion ensued regarding filling the vacancy for the remainder of the 4-year term.

A motion was made by Mr. Meyers, seconded by Ms. Kupiec and passed unanimously appointing Frank Ingrassia to serve in Seat 4.

REVIEW BOARD MEMBER RESPONSIBILITIES
Mr. Cohen provided an overview of the Sunshine Law, Public Records Laws and the responsibilities of the Board Members.
Consider Resolution No. 2024-08 – Election of Officers

Resolution No. 2024-08 was presented, entitled:

RESOLUTION 2024-08

A RESOLUTION ELECTING OFFICERS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

A motion was made by Mr. Ingrassia, seconded by Ms. Kupiec and passed unanimously adopting Resolution No. 2024-08 with the following slate of Officers:

Chairman Denise Broyhill
Vice Chairman Sarah Kupiec
Secretary/Treasurer Michelle Krizen
Assistant Secretaries David Meyers, Elisabeth Pygott, Frank Ingrassia
ADDITIONS OR DELETIONS TO AGENDA

There were no additions or deletions to the agenda.

PUBLIC COMMENT

Ms. Lerman indicated she would share the updated Board Officer information with the community.

DISTRICT MANAGEMENT SERVICES DISCUSSION

Two management companies were present at the meeting to present their proposals to the Board.
Calvin Teague and Mandie Rainwater from Premiere District Management shared a proposal that had previously been sent electronically to some of the Board Members. The annual cost for services was
$72,000.
Taylor Nielsen and Lynn Hayes from Rizzetta & Company reviewed a proposal that had previously been presented at a Workshop, highlighting some of the key components for the benefit of the new Board Members. The annual cost was $42,580.
A discussion ensued regarding the proposals and the two management companies.

A motion was made by Ms. Broyhill, seconded by Ms. Kupiec and passed unanimously to proceed with Rizzettta & Company as the management company, effective January 1, 2025; further authorizing the Chair to execute the contract and any additional documents needed for the transfer, as advised by District Counsel.

APPROVAL OF MINUTES
October 23, 2024, Workshop Meeting

The minutes of the October 23, 2024, Workshop Meeting were presented for consideration.

A motion was made by Ms. Broyhill, seconded by Ms. Kupiec and passed unanimously approving the minutes of the October 23, 2024, Workshop Meeting, as presented.

October 28, 2024, Regular Board Meeting

The minutes of the October 28, 2024, Regular Board Meeting were presented for consideration.

A motion was made by Ms. Broyhill, seconded by Ms. Kupiec and passed unanimously approving the minutes of the October 28, 2024, Regular Board Meeting, as presented.

November 13, 2024, Workshop Meeting

The minutes of the November 13, 2024, Workshop Meeting were presented for consideration. The following notes should be added to the minutes:
A resident from Drayton Circle requested additional landscaping so the new pump was not visible. Ms. Kupiec will request quotes for three Pitch Apples.

Mr. Meyers is working on refining the cost of an electric panel with Windemere. Mr. Meyers is also working with TLC to receive a proposal to fix splicing of wires.
A motion was made by Ms. Broyhill, seconded by Ms. Kupiec and passed unanimously approving the minutes of the November 13, 2024, Workshop Meeting, as amended.

OLD BUSINESS
Update on Gates and Securitas
The Board Member who will be in charge of gates has not yet been determined. This discussion will take place at the Workshop.
Mr. Ingrassia reported that Spectrum had to reschedule service 3 times due to not being granted access through the gates.
Mr. Meyers reported that the video recorder received water damage and might be able to be replaced under warranty. Ms. Krizen advised that if it was not under warranty, insurance might cover the damage.

There is a configuration look failure. Ms. Broyhill will reach out to Greg to get an update on the repair timeline.

Status of Irrigation Pump Stations, Well Pumps and Main Line, Pump Replacement

Mr. Meyers requested approval for the Horizon and Rexel proposals for replacement parts in order to have spare parts onsite for when they are needed. Ms. Krizen explained that both companies were distributors and would not invoice without having a credit line with each company. Horizon is unable to invoice and due to being a governmental entity, we cannot pay from a proposal. The Board questioned the need to have spare parts as well as hiring a company to perform the work. Mr. Meyers stated he could do the work faster and more cost effectively than the contractors. There was a consensus of the Board to defer this item until the January meeting.

A proposal from TLC was presented in the amount of $1,272.41 to replace the old connections on Pump Station 5.

A motion was made by Mr. Meyers, seconded by Ms. Kupiec and passed unanimously authorizing
$1,272.41 to TLC to replace the connections at Pump Station 5.

Power Management

Mr. Meyers presented a proposal for Windmuller Technical Services to replace the panel and install a surge protector.

A motion was made by Mr. Meyers, seconded by Ms. Kupiec and passed unanimously approving the Windmuller proposal in the amount of $2,485.24.

Mr. Meyers updated the Board on a previously authorized proposal from Bolt Electric to install a surge protector. Mr. Meyers received another comparable quote from Windmuller and suggested changing vendors. There was a consensus of the Board to allow Windmuller to complete the work instead of Bolt Electric.

NEW BUSINESS
Consider Resolution No. 2024-07 – Authorizing Electronic Approvals and Check Signers

Resolution No. 2024-07 was presented, entitled:

RESOLUTION NO. 2024-07
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT, AUTHORIZING THE ESTABLISHMENT OF A DISTRICT CHECKING/OPERATING ACCOUNT, DESIGNATING DISTRICT OFFICIALS AND/OR AUTHORIZED STAFF TO REVIEW, APPROVE AND ISSUE PAYMENT OF EXPENDITURES, SELECTING THE SIGNATORIES THEREOF; AND PROVIDING AN EFFECTIVE DATE.

Ms. Krizen explained that this proposal was consistent with the check signer resolution previously approved by the Board. The only change is designating current Chair, Denise Broyhill, instead of the previous Chair, Tami Cashi.

A motion was made by Ms. Pygott, seconded by Ms. Broyhill and passed unanimously adopting Resolution No. 2024-07, as presented.

Workshop Items, as Required

There were no Workshop items for discussion at this time.

ADMINISTRATIVE MATTERS
Financials

The financials were shared with the Board. There were no questions.

The next Workshop Meeting is scheduled for December 11, 2024, and the next Regular Meeting is scheduled for January 8, 2024.

It was also noted that the pressuring washing had been completed and there were no additional costs.

Legal Report

Mr. Cohen had nothing further to report but indicated he was available for questions. There were none.

Engineer’s Report

Mr. Dvorak reported that he had requested quotes from 4 contractors for the culvert to be cleared out. Only one response has been received. There was a consensus of the Board to table this item to the next month to seek more quotes.

The road depression was scheduled and then put on hold in anticipation of the culverts. This will be put back on the schedule. Ms. Kupiec will share some other areas of depression for Mr. Dvorak to inspect.

BOARD MEMBER COMMENTS

There were no further comments from the Board Members.

ADJOURNMENT
There being no further business to come before the Board, a motion was made by Ms. Broyhill, seconded by Ms. Kupiec and passed unanimously adjourning the meeting at 6:35 p.m.

ATTESTED BY:

Secretary/Assistant Secretary	Chairperson/Vice-Chair

Tab 2

CDD Workshop 12/11/24

All supervisors present: Denise Broyhill, Sarah Hartz, David Meyers, Frank Ingrassia, Lissa Pygott

Ongoing items:
We still need to install ballast poles in front of the camera poles at the gates.
Regarding culvert cleaning, it should be done while we are in dry season. Discuss at the January meeting.
Regarding landscaping at the entrances, we need to wait until David finishes the irrigation repairs there. We should plan to plant in the spring.
David has a list of pending/ongoing pump/irrigation issues.

The gates are still a constant problem. We discussed bringing in a different independent contractor to assess the situation from a new perspective.

We still need to plant 3 clusia plants at the new Honore pump (between ponds 4 and 7)
David discussed storm prep that should be done to prevent damage to the network video recorder(s).
Sarah mentioned that we should come up with a general hurricane preparedness list.
We discussed placing a sign at the Honore gate that says “Residents Only, Vendors use Cooper Creek entrance” since mapping seems to be sending them to that gate and they can’t get in.

Tab 3

RESOLUTION 2025-

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT APPOINTlNG AND FIXING THE COMPENSATION OF THE DISTRICT MANAGER, ASSESSMENT CONSULTANT AND DISSEMINATION AGENT; AND PROVIDING AN EFFECTIVE DATE

WHEREAS, the University Place Community Development District ("District") is a local unit of special-purpose government created and existing pursuant to Chapter I90, Florida Statittes, being situated entirely within Manatee County, Florida; and

WHEREAS, the Board of Supervisors of the District ("Board") must employ and fix compensation of a "District Manager;" and
WHEREAS, the Board desires to appoint au "Assessment Consultant" for services associated with any future issuance of special assessment bonds; and

WHEREAS, the Board desires to redesignate its 'Dissemination Agent" for continuing disclosure services associated with all current special assessment bonds; and
WHEREAS, the Board has determined that the appointment of a District Manager, Assessment Consultant and Dissemination Agent is necessa1-y, appropriate and in the District's best interests; and

WHEREAS, the Board desires to appoint a District Manager, Assessment Consultant and Dissemination Agent, and to provide compensation for their services.

NOW, THEREFORE, BE IT RESOLVED BY Tl:lE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT:

I.	APPROVAL	OF  MANAGEMENT	AGREEMENT.	Rizzetta  &  Company,
Incorporated is appointed as Dishict Manager, Assessment Consultant and Dissemination Agent, and shall be compensated for their services in such capacity in the manner prescribed in the agreement incorporated herein by reference as Exhibit A.

2.	EFFECTIVE DATE. This Resolution shall become effective immediately for purposes of opening accounts and consistent with the agreement set forth in Exhibit A.

PASSED AND ADOPTED THIS 10th DAY OF DECEMBER, 2024.
ATTEST:	UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary

Exhibit A: District Manager Agreement

P1intName: 	 Chairman, Board of Supervisors

	CONTRACT FOR PROFESSIONAL DISTRICT MANAGEMENT SERVICES	

DATE:	January 1, 2025

BETWEEN:	RIZZETTA & COMPANY, INC.
3434 Colwell Avenue
Suite 200
Tampa, Florida 33614

(Hereinafter referred to as "District Manager")

AND:
UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT
3434 Colwell Avenue
Suite 200
Tampa, Florida 33614

(Hereinafter referred to as "District," and together with District Manager, the"Parties.")

PURPOSE; SCOPE OF SERVICES:

The purpose of this contract for professional district management services (hereinafter referred to as "Contract") is for District Manager to provide professional district management services to the District pursuant to Chapter 190, Florida Statutes. A brief description of these services is provided below and a detailed description is provided in Exhibit A to this Contract.
STANDARD ON-GOING SERVICES. The District Manager shall provide the following Standard On-Going Services to the District pursuant to this Contract:
Management - services include the conducting of one (1) three (3) hour board meeting per month, one (1) budget workshop per year, overall administration of District functions, and all required state and local filings, preparation of annual budget, purchasing and risk management;

Administrative - services include support for the District Management function, recording and preparation of meeting minutes, records retention and maintenance in accordance with Chapter 119, Florida Statutes, and the District's adopted Rules of Procedure, preparation and delivery of agenda;

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.
1

Rizzetto & Company
MJJ 051424
Professionals in Community Management	rizzetta.com
I

Accounting - services include the preparation and delivery of the District's financial statements in accordance with Governmental Accounting Standards, accounts payable and accounts receivable functions, asset tracking, investment tracking, capital program administration and requisition processing, filing of annual reports required by the State of Florida and monitoring of trust account activity. District Manager shall be identified as agent or custodian of the District's bank accounts with signatory authority.
Financial & Revenue Collection - services include all functions necessary for the timely billing, collection and reporting of District assessments in order to ensure adequate funds to meet the District's debt service and operations and maintenance obligations. These services include, but are not limited to, assessment roll preparation and certification, direct billings and funding request processing as well as responding to property owner questions regarding District assessments

TIME FRAME. The Standard On-Going Services shall be provided on a monthly basis as detailed in this Contract.

ADDITIONAL SERVICES. In addition to the Standard On-Going Services described above, or in any addendum executed between the Parties, the District may, from time to time, require additional services from the District Manager. Any services not specifically provided for in the scope of services above, or necessary to carry out the services as described herein, as well as any changes in the scope requested by the District, shall be considered additional services. Such additional services may include, but are not limited to:

Meetings: Extended meetings (beyond three (3) hours in length), continued meetings, special/additional meetings (not including annual budget workshop);
Financial Reports: Modifications and certifications to special assessment allocation report; true-up analysis;
Bond Issuance Services: preparation of the special assessment allocation report, testimony at the required bond validation court hearing, certifications, closing documents and statutorily required mailings
Electronic communications/e-blasts;
Special requests;
Amendment to District boundary;
Grant Applications;
Escrow Agent;
Continuing Disclosure/Representative/Agent;
Community Mailings, e.g. memos, notifications of rules changes, operations and maintenance assessment notices, etc.;
Public Records Requests that are extensive in nature, as defined by District's adopted Rules of Procedure.

If any additional services are required or requested, the District Manager shall provide a detailed description of these services and fees for such services to the District for approval prior to beginning any additional services. The District Manager shall undertake the

Rizzetta & Campany

additional services after the District has issued its written approval, as evidenced by a vote of the Board of Supervisors, of the description and fees for such services to the District Manager.
Ill.  LITIGATION SUPPORT SERVICES. Upon the District's request, the District Manager shall prepare documentation in response to litigation requests and provide necessary expert testimony in connection with litigation involving the subject matter of this Contract. If the District requires or requests any litigation support services, the District Manager shall provide a detailed description of the services and fees for such services to the District for approval prior to beginning any litigation support services. The District Manager shall undertake the litigation support services after the District has issued its written approval of the description and fees for such services to the District Manager.
ADDITIONAL SERVICES PROVIDED TO THIRD PARTIES. These are services
requested by third parties such as homeowners, realtors, investors or members of the media. Such services may include, but are not limited to, estoppel letters, bond prepayment processing, and litigation support. The third party requesting such services shall be responsible for the payment of any fees charged by District Manager for providing those services to the extent authorized by law and the District's Rules of Procedure.

TERM. The District Manager's services asprovided in this Contract shall commence upon execution of this Contract. This Contract shall automatically renew annually unless terminated pursuant to its terms. The District Manager acknowledges that the prices of this Contract are firm and that the District Manager may change the prices only with the District's written consent as evidenced by a vote of the Board of Supervisors. All prior agreements between the parties with respect to the subject matter of this Contract are terminated upon the execution of this Contract.
FEES AND EXPENSES; PAYMENT TERMS.

FEES AND EXPENSES.

•.

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A schedule of fees for the services described in Sections I, 11, Ill, and IV of this Contract is shown in Exhibit B to this Contract, which is attached hereto and incorporated herein. The District shall pay the District Manager for the services provided under the terms of this Contract in accordance with the schedule of fees in Exhibit B. For purposes of the District Manager's compensation for services provided pursuant to this Contract, the District shall compensate the District Manager only for those services provided under the terms of this Contract. Unless otherwise specified by this Contract, the District Manager shall invoice the District for the District Manager's services as soon as may be practicable in advance of each month and in theamounts set forth in Exhibit B. The fees for those services which are not being requested at the time this Contract is approved shall be provided to the District at such time as those services are required and requested by vote of the Board of Supervisors. Payment for those services shall be made by the District within forty-five (45) days of receipt of a correctly submitted invoice. District shall establish and properly fund an account with such federally-insured bank to be designated for ACH withdrawal by District Manager to meet the District's obligations for all
Rizzetta & Company

amounts owed to District Manager under this Contract.

Fees for the Standard On-Going Services described in this Contract may be negotiated annually by the Parties. Any amendment to Standard On­ Going Services fees must comply with the amendment procedure in this Contract and must be reflected in the adopted General Fund Budget of the District. The District's adoption of the General Fund Budget shall not constitute the District's consent for payment of any expenses or change in Contract terms.

In the event the District authorizes a change in the scope of services requested, District Manager shall submit, in writing to the District, a request for a fee amendment corresponding to the change in services being requested, if it has not already done so. Any change in the scope of requested services and the corresponding fee amendment shall comply with the amendment procedure in this Contract. Such amendment must be validly executed by the Parties before District Manager is authorized to begin providing services pursuant to the change in scope and the revised fees are adopted.

For the purposes of this Contract, an out-of-pocket expense is an unexpected expense that the District Manager or one of its subcontractors, if applicable, incurs during the performance of the Standard On-Going Services, as provided in this Contract. Such out-of-pocket expenses are included in the fees shown in Exhibit B. Out-of-pocket expenses incurred in connection with the performance of Additional Services and Litigation Support Services shall be subject to reimbursement at cost. These expenses include but are not limited to, airfare, mileage, transportation/parking, lodging, postage, and copies.

PAYMENT TERMS.

Standard On-Going Services. Standard-On Going Services shall be billed monthly as a fixed fee pursuant to the schedule shown in Exhibit B.

Additional Services. Additional Services shall either be billed monthly at the District Manager's proposed hourly rate or per occurrence both as authorized by the District and negotiated by the Parties.

Litigation Support Services. Litigation Support Services shall be billed monthly on an hourly basis for the hours incurred at the District Manager's proposed hourly rate, as authorized by the District and negotiated by the Parties.

Out-of-Pocket expenses. Out-of-Pocket expenses not included under the Standard-On Going Services of the District Manager shall be billed monthly as incurred.
Rizzetta & Company

All invoices shall be due and payable forty-five (45) days from the date of invoice pursuant to the Prompt Payment Act, Chapter 218.70 Florida Statutes.
SUSPENSION OF SERVICES FOR NON-PAYMENT. Unless nonpayment is the fault of the District Manager, the District Manager shall have the right to suspend services being provided as outlined in this Contract if the District fails to pay District Manager's invoices in a timely manner, which shall be construed as forty-five (45) days from date of the invoice or as otherwise provided by the Prompt Payment Act, Section 218.70 Florida Statutes. District Manager shall notify the District, in writing, at least ten (10) days prior to suspending services.

NON-CONTINGENCY. The payment of fees and expenses, as outlined in this Contract, are not contingent upon any circumstance not specifically outlined in this Contract.

AMENDMENT. Amendments to, and waivers of, the provisions contained in this Contract may be made only by an instrument in writing that is executed by both the District and the District Manager.

RESPONSIBILITIES.

DISTRICT RESPONSIBILITIES. The District shall provide for the timely services of its legal counsel, engineer, and any other consultants, contractors, or employees, as required, for the District Manager to perform the duties outlined in this Contract. Expenses incurred in providing this support shall be the sole responsibility of the District unless specified herein.
LIMITATIONS OF RESPONSIBILITIES. To the extent not referenced herein, and to the extent consistent with Chapter 190.006, District Manager shall not be responsible for the acts or omissions of any other contractor or any of its subcontractors, suppliers, or of any other individual or entity performing services as part of this Contract which are not under the control of the District Manager. District Manager shall not be liable for any damage that occurs from Acts of God, which are defined as those caused by windstorm, hail, fire, flood, hurricane, freezing, or other similar occurrences of nature.

TERMINATION. This Contract may be terminated as follows:

By the District for "good cause" immediately which shall include misfeasance, malfeasance, nonfeasance, or dereliction of duties by the District Manager. Termination for "good cause" shall be effected by written notice to District Manager electronically at the address noted herein.

By the District Manager for "good cause", immediately which shall include, but is not limited to, failure of the District to timely pay District Manager for services rendered in accordance with the terms set forth in this Contract, malfeasance, nonfeasance, or dereliction of duties by the District. or upon request or demand by the Board, or any member thereof, for District Manager to undertake any action or implement a policy of the Board which District Manager deems unethical, unlawful, or in contradiction of any applicable federal, state, or municipal law or rule. Termination for "good cause" shall

be effected by written notice to District electronically at the address noted herein.
By the District Manager or District, for any reason, upon provision of a minimum of sixty (60) days written (electronic) notice of termination to the address noted herein.

Upon any termination, District Manager shall be entitled to the total amount of compensation pursuant to the terms of this Contract, through the termination date, but subject to any off-sets that the District may have for services not performed or not performed in accordance with the Contract. District Manager shall make all reasonable effort to provide for an orderly transfer of the books and records of the District to the District or its designee.

GENERAL TERMS AND CONDITIONS.
All invoices are due and payable within forty-five (45) days of a correctly submitted invoice, or as otherwise provided by the Florida Prompt Payment Act, Section 218.70. Florida Statutes. Invoices not paid within forty-five (45) days of presentation shall be charged interest on the balance due at the maximum legally permissible rate.
In the event either party is required to take any action to enforce this Contract, the prevailing party shall be entitled to attorney's fees and costs, including fees and costs incurred in determining entitlement to and reasonableness of such fees and costs.

This Contract shall be interpreted in accordance with and shall be governed by the laws of the State of Florida. Venue for all proceedings shall be in Manatee County, Florida.
In the event that any provision of this Contract shall be determined to be unenforceable or invalid by a Court of Law, such unenforceability or invalidity shall not affect the remaining provisions of the Contract which shall remain in full force and effect.

The rights and obligations of the District as defined by this Contract shall inure to the benefit of and shall be binding upon the successors and assigns of the District. There shall be no assignment of this Contract by the District Manager.
The District Manager and its officers, supervisors, staff, and employees shall use due care to protect the property of the District, its residents, and landowners from damage. The District Manager agrees to take steps to repair any damage resulting from the District Manager's activities and work pursuant to the Contract within
twenty-four hours (24) hours.

Dissolution or court declared invalidity of the District shall not relieve the District of compensation due for services theretofore rendered.

INDEMNIFICATION.
DISTRICT INDEMNIFICATION. To the extent the District Manager or its employees are serving as the District's employees, officers, or agents pursuant to the terms, conditions and requirements of this Agreement, and as may be

allowable under applicable law (and without waiving the limitations of liability set forth in Section 768.28, Florida Statutes), the District agrees to indemnify, defend, and hold harmless the District Manager, its employees, officers, or agents from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that District Manager its employees, officers, or agents, may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the negligent, reckless, and/or intentionally wrongful acts or omissions of the District, except to the extent caused by, in whole or in part, the negligence or recklessness and/or willful misconduct of the District Manager. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District Manager may be entitled and shall continue after the District Manager has ceased to be engaged under this Contract.
DISTRICT MANAGER INDEMNIFICATION. The District Manager agrees to indemnify, defend, andhold harmless the District andits officers, supervisors, staff, and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that the District may hereafter incur, become responsible for, or be caused to pay arising out of or relating to the failure to perform under this Agreement or at law, or negligent, reckless, and/or intentionally wrongful acts or omissions of the District Manager. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District may be entitled and shall continue after the District Manager has ceased to be engaged under this Contract.

The terms of this Section shall survive the termination of this Contract.

SOVEREIGN IMMUNITY; INDEMNIFICATION OBLIGATIONS. Nothing herein
shall be construed to waive or limit the District's sovereign immunity limitations of liability as provided in Section 768.28, Florida Statutes, or other applicable law. Indemnification obligations under this Contract shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

WAIVER OF DAMAGES. The District Manager, its employees, officers, or agents, shall not be liable for any acts or omissions of any previous manager(s) of the District. Additionally, the District Manager, its employees, officers or agents, shall not be liable, responsible, or accountable in damages or otherwise to the District for any acts performed by the District Manager, its employees, officers or agents, in good faith and within the scope ofthis Agreement. Further, the District Manager, its employees, officers, or agents, shall not be liable to the District or otherwise for any loss or damage resulting from the loss or impairment of funds that have been deposited into a bank account owned by the District or otherwise titled in the name of the District (collectively, "District Bank Accounts") due to the failure, insolvency or suspension of a financial institution, or any loss or impairment of funds due to the invalidity of any draft, check, document or other negotiable instrument payable to the District which is delivered to the District Manager and deposited into any of the District Bank Accounts.  The terms of this Section shall survive the
Rizzetta & Campany

termination of this Contract.
INSURANCE.

The District shall provide and maintain Public Official Liability and General Liability insurance policies, each in an amount not less than One Million Dollars ($1,000,000.00) throughout the term of this Contract.
The District Manager shall provide and maintain the following levels ofinsurance coverage at all times throughout the term of this Contract:
Worker's Compensation Insurance in accordance with the laws of the State of Florida.
General Liability Insurance with the limit of One Million Dollars ($1,000,000.00) per each occurrence.
Professional Liability Insurance with limit of no less than One Million Dollars ($1,000,000.00) per each occurrence.

Employment Practices Liability Insurance with limit of Two Million Dollars ($2,000,000.00) per each occurrence.
Comprehensive Automobile Liability Insurance for all vehicles used by the District Manager's staff, whether owned or hired, with a combined single limit of One Million Dollars ($1,000,000.00).

Except with respect to Professional Liability and Worker's Compensation insurance policies, the District and its officers, supervisors, staff, and employees shall be listed as additional insureds on each insurance policy described above. None of the policies above may be canceled during the term of this Contract (or otherwise cause the District to not be named as an additional insured where applicable) without thirty (30) days written notice to the District. District Manager shall furnish the District with a Certificate of Insurance evidencing compliance with this section upon request. Insurance should be from a reputable insurance carrier, licensed to conduct business in the State of Florida.

The District agrees to list the District Manager as an additional insured party on its General Liability and Automobile Liability insurance policies to the extent the District Manager or its employees are serving as the District's employees, officers or agents pursuant to the terms, conditions and requirements of this Agreement, and to the extent the District's insurance provider shall issue an endorsement in substantially the form attached hereto as Exhibit E. The limits of coverage for additional insured parties pursuant to such endorsement shall not exceed the monetary limitations of liability provided in Section 768.28, Florida Statutes.

If the District Manager fails to secure or maintain the required insurance, the District has the right (without any obligation to do so) to secure such required insurance, in which event the District Manager shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District's obtaining the required insurance.

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ASSIGNMENT. Except as provided in this section, neither the District nor the District Manager may assign this Contract or any monies to become due hereunder without the prior written approval of the other. Any assignment attempted to be made by the District Manager or the District without the prior written approval of the other party is void.
COMPLIANCE WITH PUBLIC RECORDS LAWS. District Manager understands and agrees that all documents of any kind provided to the District in connection with this Contract may be public records, and, accordingly, District Manager agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. District Manager acknowledges that District Manager is the designated public records custodian for the District("Public Records Custodian"). Among other requirements and to the extent applicable by law, the District Manager shall 1) keep and maintain public records required by the District to perform the service; 2) provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes and the District's Rules of Procedure, and in accordance with Exhibit A, which Rules of Procedure shall control; 3) ensure that public records which are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law for theduration of the contract term and following the contract term if the District Manager does not transfer the records to the new Public Records Custodian of the District; 4) follow the Records Request Policy attached hereto as Exhibit D; and 5) upon completion of the Contract, transfer to the District. at no cost, all public records in District Manager's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the District Manager, the District Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE DISTRICT MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DISTRICT MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (813) 514-0400, OR BY EMAIL AT INFO@RIZZETTA.COM, OR BY REGULAR MAIL AT 3434 COLWELL AVENUE, SUITE 200, TAMPA, FLORIDA 33614.
NOTICES. All notices, requests, consents and other communications under this Contract ("Notices") shall be electronic or in writing and delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to the District:	University Place Community Development District
3434 Colwell Avenue, Suite 200

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Tampa, FL 33614

Rizzetta & Company

With a copy to:	Persson, Cohen, Mooney, Fernandez & Jackson, P.A.
6853 Energy Court Lakewood Ranch, FL 34240 Attn: District Counsel
If to the District Manager:	Rizzetta & Company, Inc.
3434 Colwell Avenue, Suite 200
Tampa, FL 33614

Except as otherwise provided in this Contract, any Notice shall be deemed received only upon actual delivery at the address set forth above or delivered electronically with return receipt. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Contract would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States Government shall not be regarded as business days. Counsel for the District and counsel for the District Manager may deliver Notice on behalf of the District and the District Manager, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

EFFECTIVE DATE. This Contract shall become effective upon execution by both the District and the District Manager and shall remain effective until terminated by either the District or the District Manager in accordance with the provisions of this Contract.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Contract are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Contract.

AGREEMENT; CONFLICTS. This instrument, together with accompanying Exhibits A, 8, C and D, shall constitute the final and complete expression of this Contract between the District and the District Manager relating to the subject matter of this Contract. To the extent of any conflict between this instrument and Exhibits A, 8, C,and D, this instrument shall control.
DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by
either the District or the District Manager under this Contract shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Contract against any interfering third party. Nothing contained in this Contract shall limit or impair the District's right to protect its rights from interference by a third party to this Contract.

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THIRD PARTY BENEFICIARIES. This Contract is solely for the benefit of the District and the District Manager and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Contract. Nothing in this Contract, express or implied, is intended or shall be construed to confer upon any person or
Rizzetto & Company

corporation other than1he District and the District Manager any right, remedy, or claim under or by reason of this Contract or any of the provisions or conditions of this Contract; and all of the provisions, representations, covenants, and conditions contained in this Contract shall inure to the sole benefit of and shall be binding upon the District and the District Manager and their respective representatives, successors, and assigns.
COMPLIANCE WITH GOVERNMENTAL REGULATION. The District Manager shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, and ordinances in performing the services under this Contract. If the District Manager fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by a local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Contract or any action of the District Manager or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation of an alleged violation, the District may terminate this Contract, such termination to be effective immediately upon the giving of notice of termination.

ARM'S LENGTH TRANSACTION. This Contract has been negotiated fully between the District and the District Manager as an arm's length transaction. The District and the District Manager participated fully in the preparation of this Contract with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Contract, the Parties are deemed to have drafted, chosen, and selected the language, and any doubtful language shall not be interpreted or construed against any party.
COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

E-VERIFICATION. Pursuant to Section 448.095(2), Florida Statutes,
Contractor represents that Contractor is eligible to contract with the District and is currently in compliance and shall remain in compliance, for as long as it has any obligations under this Agreement, with all requirements of the above statute; this includes, but is not limited to, registering with and using the United States Department of Homeland Security's E-Verify system to verify the work authorization status of all employees hired on or after January 1, 2021.
If the District has a good faith belief that the Contractor has knowingly violated
Section 448.09(1), Florida Statutes, the District shall terminate this Agreement as required by Section 448.095(2)(c), Florida Statu1es. If the District has a good faith belief that a subcontractor knowingly violated Section 448.09(1), Florida Statutes, but the Contractor otherwise complied with its obligations thereunder, the District shall promptly notify the Contractor and the Contractor shall immediately terminate its contract with the subcontractor.
If this Agreement is terminated in accordance with this section, then the Contractor shall be liable for any additional costs incurred by the District.

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MJJ051424
Professionals in Community Management	rizzetta.com
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SAFE AND HEALTHY WORK ENVIRONMENT. District agrees to provide a safe and healthy work environment for all employees provided by the District Manager. If the District Manager, in the exercise of its reasonable discretion, determines that there are conditions within the District which pose a hazard to the safety and/or health of its employees, including but not limited to, harassment, threats of harm or cyber bullying by residents, guests and invitees, the District Manager shall have the ability, notwithstanding anything to the contrary contained in this Contract, to prohibit its employees from going to the areas managed by the District to provide services or remove on-site employees upon written notice to the District. During the period of time that employees have been removed, District Manager shall have no responsibility for performance of services under this Contract that would be performed by on-site employees or by employees prohibited from going to the areas managed by the District. Further, District Manager shall not be liable to the District or residents, guests and invitees for any injury, losses, costs, penalties, fines, fees, suits, demands, causes of action, judgments, obligations, claims or expenses incurred, sustained, arising out of and/or related to the District Manager's inability and/or failure to perform any of its duties and obligations under this Contract during the period of time when the District Manager's on-site employees have been removed or other employees have been prohibited from going to areas managed by the District.
FORCE MAJEURE. The Parties hereto shall be excused from the obligation to perform pursuant to the terms of this Contract to the extent that such party's performance is prevented due to any delay, or stoppage due to strikes, lockouts, labor disputes, labor shortages, acts of war, terrorism, terrorist activities, pandemic, epidemic, banking or financial institution closures, inability to obtain services from third parties, governmental actions, civil commotions, fire, flood, hurricane, earthquake, or other casualty, and other causes beyond the reasonable control of the party obligated to perform (collectively, a "Force Majeure"), except with respect to amounts to be paid by the District for services actually provided by District Manager pursuant to this Contract during a Force Majeure. Notwithstanding anything to the contrary contained in this Contract, a Force Majeure shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Contract specifies a time period for performance of an obligation of either party (other than payment to the District Manager by District for services actually provided during a Force Majeure unless there is an event causing banking or financial institution closures), that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure. The foregoing shall not be interpreted as extending the term or renewal term of this Contract.

XXW. DISLCOSURE. Rizzetta & Company, Inc. is an affiliate of FirstService Residential Florida, Inc.

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Rizzetto & Company
MJJ 051424
Professionals in Community Management	rizzetta.com

CONTRACT FOR PROFESSIONAL DISTRICT MANAGMENTSERVICES UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT
Therefore, the District Manager and the District each intend to enter this Contract, understand the terms set forth herein, and hereby agree to those terms.

ACCEPTED BY:

RIZZETTA & COMPANY, INC. BY:
PRINTED NAME:

TITLE:	 President	

DATE:

UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

BY:	 	

PRINTED NAME:		

TITLE:

 ChairmanNice Chairman	

DATE:		

Exhibit A - Scope of Services Exhibit B - Schedule of Fees
Exhibit C - Municipal Advisor Disclaimer Exhibit D - Public Records Request Policy Exhibit E -Anti-Human Trafficking Affidavit

		R;zzetto & Company
MJJ 051424
Professionals in Community Management	rizzetta.com

EXHIBIT A
Scope of Services

STANDARD ON-GOING SERVICES: These services shall be provided on a recurring basis and are commonly referred to as the basic services necessary for the normal and routine functioning of the District.

MANAGEMENT:
A Attend and conduct all regularly scheduled and special Board of Supervisors meetings, Landowners' meetings, continued meetings, hearings and workshops. Arrange for time and location and all other necessary logistics for such meetings, hearings, etc.
Ensure compliance with all statutes affecting the district which include but are not limited to:
Certify Special District Update Form, submitted to the Special District Information Program, Department of Economic Opportunity each year.
Assign and provide Records Management Liaison Officer for reporting to the Department of Library and Archives
Provide contact person for the State Commission of Ethics for Financial Disclosure coordination
Provide Form 1 Financial Disclosure documents for Board Members
Provide Form 1F Financial Disclosure documents for Resigning Board Members.
Monitor and supply Form 3A, Interest in Competitive Bid for Public Business as needed
Monitor and provide Form 8B, Memorandum of Voting Conflict for the Board.
Monitor and provide update on Creation Documents, including Notice of Establishment, to Department of Economic Opportunity and the County.
Maintain and file Disclosure of Public Financing and file with Department of Economic Opportunity and each residential developer.
Provide for a proposed budget for Board approval on or by June 15 of each fiscal year.
Provide copy of approved proposed budget to the County a minimum of 60 days prior to the public hearing on the budget.
Provide written notice to owners of public hearing on the budget and its related assessments.
Provide copy of the initial Public Facilities report to the County to be submitted within one (1) year after the district's creation.
Provide copy of an annual notice of any changes to the Public Facilities report to the County if changes are made.
Provide copy of the seven (7) year Public Facilities report update, based on reporting period assigned to the County it is located in.

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File name and location of the Registered Agent and Office location annually with Department of Economic Opportunity and the County.
Provide for submitting the regular meeting schedule of the Board to County.
Provide District Map and update as provided by the District's Engineer as needed to the Department of Economic Opportunity and the County
Provide legal description and boundary map as provided by District Engineer to the Supervisor of Elections
File request letter to the Supervisor of Election of the County for number of registered voters as of April 15, each year.
Provide for public records announcement and file document of registered voter data each June.
Update Board Member names, positions and contact information to the State Commission on Ethics annually.
Certify and file the Form DR 421, Truth in Millage Document with the Department of Revenue each tax year.
Properly notice all public meetings, in accordance with the appropriate Florida Statutes, including but not limited to, public hearings on assessments, the budget, establishment of rates, fees, or charges, rulemaking, uniform method of collection, and all other required notices of meetings, hearings and workshops.
a,	Provide for the appropriate ad templates and language for each of the above.
Provide for instruction to Landowners on the Election Process and forms, etc.
Respond to Bond Holders Requests for Information.
Implement the policies established by the Board in connection with the operations of the District.
Assist in the negotiation of contracts, as directed by the Board of Supervisors.
Advise the Board on the status of negotiations as well as contract provisions and their impacts on the District and provide contract administration services.
Make recommendations on contract approval, rejection, amendment, renewal, and cancellation. In advance of expiration of contracts, advise the Board as to need for renewal or additional procurement activities and implement same.
Monitor certificates of insurance as needed per contracts.
Answer Project Status Inquiries from Contractors Bonding Companies.
Provide an office location to handle and respond to written, phone or e-mail inquiries from the public.

ADMINISTRATIVE:
Prepare agendas for transmittal to Board of Supervisors and staff seven (7) days prior to Board of Supervisors' Meeting. Prepare meeting materials for other meetings, hearings, etc., as needed.

Provide accurate minutes for all meetings and hearings, including landowners' meetings.
Implement and maintain a document management system to create and save documents, and provide for the archiving of District documents.
Certify and file annual report to the Department of State, Library and Archive Division, for storage and disposal of public records.
Protect integrity of all public records in accordance with the requirements of State law. Respond to public records requests as required by law and in compliance with the Rules of Procedure and the District's adopted public records policy.
Maintain "Record of Proceedings" for the district within the County which includes meeting minutes, agreements, resolutions and other records required by law.

ACCOUNTING:
Financial Statements
Establish Fund Accounting System in accordance with federal and state law, as well as GASB and the Rules of the Auditor General. This includes the following:
Chart of Accounts
Vendor and Customer Master File
Report creation and set-up.
Prepare monthly balance sheet, income statement(s) with budget to actual variances, including the following:
Cash Investment Account Reconciliations per fund
Balance Sheet Reconciliations per fund
Expense Variance Analysis
Prepare and file Annual Public Depositor's Report and distribute to State Department of Insurance and Treasury.
Prepare and file Public Depositor's and Indemnification Form on new accounts as needed.
Manage banking relations with the District's Depository and Trustee.
Prepare all other financial reports as required by applicable law and accounting standards, and bond trust indenture requirements.
Account for assets constructed by or donated to the District for maintenance.
On or before October 1st of every year prepare an annual inventory of all District owned tangible personal property and equipment in accordance with all applicable rules and standards.
Provide Audit support to auditors for the required Annual Audit, as follows:
Review statutory and bond indenture requirements
Prepare Audit Confirmation Letters for independent verification of activities.

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Prepare all supporting accounting reports and documents as requested by the auditors
d}	Respond to auditor questions
Review and edit draft report
Prepare year-end adjusting journal entries as required
Provide for transmission of the Audit to the County and the Auditor General's Office of the State.
Provide and file Annual Financial Statements (FS. 218 report) by June 30th of each year.
Budgeting
Prepare budget and backup material for and present the budget at all budget meetings, hearings and workshops. The budget is to be done in accordance with state law standards, and consistent with applicable GFOA and GASB standards. Budget preparation shall include calculation of operation and maintenance assessments, which may include development of benefit methodology for those assessments.
File all required documentation to the Department of Revenue, Auditor General, the County, and other governmental agencies with jurisdiction.
Prepare and cause to be published notices of all budget hearings and workshops.
Prepare all budget amendments on an ongoing basis. Assist in process to retain an auditor and cooperate and assist in the performance of the audit by the independent auditor.
C. Accounts Payable/Receivable
Administer the processing, review and approval, and payment of all invoices and purchase orders. Ensure timely payment of vendor invoices and purchase orders.
Manage Vendor Information per W-9 reports
Prepare monthly Vendor Payment Report and Invoicing Support for presentation to the Board of Supervisors for approval or ratification.
Maintain checking accounts with qualified public depository including:
Reconciliation to reported bank statements for all accounts and funds.
Prepare year-end 1099 Forms for Vendor payments as applicable.
File reports with IRS.
Capital Program Administration
Maintain proper capital fund and project fund accounting procedures and records.
Process Construction requisitions including:
Vendor Contract completion status
Verify Change Orders for materials
Check for duplicate submittals

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Verify allowable expenses per Bond Indenture Agreements such as:
Contract Assignment
Acquisition Agreement
Project Construction and Completion Agreement

Oversee and implement bond issue related compliance, i.e., coordination of annual arbitrage report, transmittal of annual audit and budget to the trustee, transmittal of annual audit and other information to dissemination agent (if other than manager) or directly to bond holders as required by Continuing Disclosure Agreements, annual/quarterly disclosure reporting, update etc.
Provide Asset Tracking for improvements to be transferred and their value for removal from District's Schedule of Property Ownership that are going to another local government.
Provide for appropriate bid and or proposal/qualification processes for Capital Project Construction.
E. Purchasing
Assist in selection of vendors as needed for services, goods, supplies, materials. Obtain pricing proposals as needed and in accordance with District rules and state law.
Prepare RFPs for Administrative Services as needed, such as audit services, legal services, and engineering services.
Prepare and process requisitions for capital expenses, in coordination with District Engineer.
F. Risk Management
Prepare and follow risk management policies and procedures.
Recommend and advise the Board, in consultation with the District Engineer of the appropriate amount and type of insurance and be responsible for procuring all necessary insurance.
Process and assist in the investigation of insurance claims, in coordination with Counsel of the District.
Review insurance policies and coverage amounts of District vendors.
Provide for an update to the Schedule of Values of Assets owned by the District for purposes of procuring adequate coverage.
Maintain and monitor Certificates of Insurance for all service and contract vendors.

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FINANCIAL AND REVENUE COLLECTION:
Administer Prepayment Collection:
Provide payoff information and pre-payment amounts as requested by property owners.
Monitor, collect and maintain records of prepayment of assessments.

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Rizzetta & Company

Coordinate with Trustee to confirm semi-annual interest payments and bond call amounts.
Prepare periodic continuing disclosure reports to investment bankers, bond holder and reporting agencies.
Administer Assessment Roll Process:
Prepare annual assessment roll for collection of debt service and operations and maintenance assessments.
Update roll to reflect per unit and per parcel assessments based on adopted fiscal year budgets.
Verify assessments on platted lots, commercial properties or other assessable lands.
Convert final assessment roll to County Property Appraiser or Tax Collector format and remit to county.
Execute and issue Certificate of Non-Ad Valorem Assessments to County.
Administer Assessments for Off Tax Roll parcels/lots:
Maintain and update current list of owners of property not assessed via the tax roll.
Prepare and issue direct invoices for the annual debt service and operations and maintenance assessments.
Monitor collection of direct invoices and prepare and send delinquent/collection notices as necessary.
True-Up Analysis:
Annually compare current and un-platted lots to original development plan to ensure adequate collection of assessment revenue as necessary.
Prepare true-up calculations and invoice property owners for true-up payments as necessary.

ADDITIONAL SERVICES:

A. Meetings
1.	Extended meetings (beyond three (3) hours in length); continued meetings, special/additional meetings (not including annual budget workshop);
Financial Reports
Modifications and Certification of Special Assessment Allocation Report;

True-Up Analysis;
Should certain modifications be made to a Special Assessment Allocation Report a review of the current platted and un-platted lots compared to the original development plan maybe be required to ensure adequate collection of assessment revenue.
Should it be required prepare true-up calculations and invoice property owners for true-up payments as necessary;

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Bond Issuance Services
Special Assessment Allocation Report;
Prepare benefit analysis based on infrastructure to be funded with bond proceeds.
Prepare Preliminary Special Assessment Allocation Report and present to District board and staff.
Present Final Special Assessment Allocation Report to board and staff at noticed public hearing levying special assessments

Bond Validation;

Coordinate the preparation of a Bond Validation Report which states the "Not-to­ exceed" par amount of bonds to be issued by the District and present to board as part of the Bond Resolution.
Provide expert testimony at bond validation hearing in circuit court.

Certifications and Closing Documents;

Prepare or provide signatures on all closing documents, certificates or schedules related to the bond issue that are required by District Manager or District Assessment Methodology Consultant.

D, Electronic communications/e-blasts;
Special requests;
Amendment to District boundary;
Grant Applications;
Escrow Agent;
Continuing Disclosure/Representative/Agent;
Community Mailings e.g. memos, notifications of rules changes, operations and maintenance assessment notices, etc.
Public Records Requests - Refer to Exhibit D of this Contract for responsibilities;

LITIGATION SUPPORT SERVICES:
Prepare documentation in response to litigation requests and provide necessary expert testimony in connection with litigation involving District issues.

Rizzetta & Company

ADDITIONAL SERVICES PROVIDED TO THIRD PARTIES:

Issue estoppel letters as needed for property transfers
Prepare estoppel letter reflecting current district assessment information as required for sale or transfer of residential or commercial property within the District.
Issue lien releases for properties which prepay within in the District.
Bond prepayment processing
Collect bond pre-payments, both short term and long term bonds, verify amounts and remit to Trustee with deposit instructions.
Maintain collection log showing all parcels that have pre-paid assessments.
Prepare, execute and issue release of lien to be recorded in public records.

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EXHIBIT B
Schedule of Fees

	MONTHLY	ANNUAL	
Management:	$3,083.33	$ 37,000	
Accounting (included):	$	0.00	$	0	
Financial & Revenue Collections (included):	$	0.00	$	0	
Assessment Roll (1):		$	3,000	
Total Standard On-Going Services:	$3,083.33	$ 40,000	

STANDARD ON-GOING SERVICES:

Standard On-Going Services shall be billed monthly pursuant to the following schedule:

(1)	Assessment Roll is paid in one lump-sum payment at the time the roll is completed.

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ADDITIONAL SERVICES:

FREQUENCY

RATE

Extended and Continued Meetings	Hourly	$ 175.00	
Additional Meetings (includes meeting prep,			
attendance and drafting of minutes)	Hourly	$ 175.00	
Estoppel Requests (billed to requestor): One Lot (on tax roll)	
Per Occurrence	
$100	
Two+ Lots (on tax roll)	Per Occurrence	$125	
One Lot (direct billed by the District)	Per Occurrence	$100	
Two-Five Lots (direct billed by the District)	Per Occurrence	$ 150	
Six-Nine Lots (direct billed by the District)	Per Occurrence	$ 200	
Ten+ Lots (direct billed by the District)	Per Occurrence	$ 250	
Long Term Bond Debt Payoff Requests	Per Occurrence	$ 100/Lot	
Two+ Lots	Per Occurrence	Upon Request	

Short Term Bond Debt Payoff Requests & Long Term Bond Debt Partial Payoff Requests
One Lot
Two - Five Lots
Six- Ten Lots Eleven - Fifteen Lots Sixteen+ Lots
Special Assessment Allocation Report True-Up Analysis/Report
Re-Financing Analysis Bond Validation Testimony
Bond Issue Certifications/Closing Documents
Electronic communications/E-blasts Special Information Requests Amendment to District Boundary Grant Applications
Escrow Agent
Continuing Disclosure/Representative/Agent Community Mailings

PUBLIC RECORDS REQUESTS FEES:

Public Records Requests shall be billed hourly to the District pursuant to the current hourly rates shown below:

Response to Extensive Public Records Requests Litigation Support Services

Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Per Occurrence Hourly
Hourly Hourly Hourly Annually
Per Occurrence Hourly
Hourly

$ 125
$ 200
$ 300
$ 400
$ 500
Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request Upon Request

JOB TITLE:	HOURLY RATE:	
Regional Manager	$ 52.00	
District Manager	$ 40.00	
Accounting & Finance Staff	$ 28.00	
Administrative Support Staff	$ 21.00	

	Rizzetto & Company

LITIGATION SUPPORT SERVICES:

Litigation Support Services shall be billed hourly to the District pursuant to the current hourly rates shown below:

JOB TITLE:

HOURLY RATE:

President
Chief Financial Officer Vice President Controller
Regional District Manager Accounting Director Finance Manager
Senior District Manager District Manager
Amenity Services Manager Business Development Manager
Landscape Inspection Services Manager Financial Analyst
Senior Accountant Landscape Specialist
Administrative Support Manager Senior Financial Associate Senior Administrative Assistant Staff Accountant II
District Coordinator Administrative Assistant II District Compliance Associate Staff Accountant
Financial Associate
Administrative Assistant Accounting Clerk
Client Relations Specialist

$ 500.00
$ 450.00
$ 400.00
$ 350.00
$ 300.00
$ 300.00
$ 300.00
$ 275.00
$ 250.00
$ 250.00
$ 250.00
$ 250.00
$ 250.00
$ 225.00
$ 200.00
$ 200.00
$ 200.00
$ 200.00
$ 200.00
$ 175.00
$ 150.00
$ 150.00
$ 150.00
$ 150.00
$ 100.00
$ 100.00
$ 100.00

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Municipal Advisor Disclaimer

Rizzetta & Company, Inc., does not represent the Community Development District as a Municipal Advisor or Securities Broker nor is Rizzetta & Company, Inc., registered to provide such services as described in Section
158 of the Securities and Exchange Act of 1934, as amended. Similarly, Rizzetta & Company, Inc., does not provide the Community Development District with financial advisory services or offer investment advice in any form.

Rizzetta & Company

EXHIBIT D
Public Records Request Policy and Fees

Public Officer, E=:mployee and Staff Policy for Processing Requests for Public Records

Policy Generally:
The District supports policies that facilitate the efficient and complete provision of requested public records in a timely manner. This policy only applies to the way District officers, employees and staff (District Manager, District Counsel, District Engineer) (altogether, "District Persons") respond to public records requests within the organization. Chapter 119, F.S., and the District's Rules of Procedure dictate the way in which the District must produce records to the records requester. This policy is established to provide District Persons with a clear understanding of the process that shall be utilized in preparing responses to public record requests.
Requests for District Records:
The requesting party is not required to identify themselves or the reason for the request. The request may be made in writing (electronic or otherwise) or verbally.
Content on District social media sites is subject to the public records law. Communication made through a social networking medium may be subject to public disclosure.
There may be responsive records located on personal devices or personal accounts that are not maintained by the District. For this reason, District Persons shall be asked to perform searches of personal devices and accounts for any responsive record whenever a request so warrants. District Persons are strongly encouraged to avoid using personal devices or personal accounts for District business.
When a request is received, the individual(s) receiving the request shall forward the request to the District Manager who shall then translate the request to the public records request form attached hereto. The form should then be forwarded to the District's Record Custodian (whom is Rizzetta & Company, Inc.). The Records Custodian shall then review the form with the requesting party to ensure that it accurately reflects his/her request so that full compliance can be achieved in a timely and efficient fashion. The Records Custodian shall then notify the requesting party of the estimated time and cost to retrieve the records, in compliance with the District's Rules of Procedure, and confirm whether the requesting party agrees to pay the labor and copy charges, if applicable. Payment shall be made to the District prior to commencing the production process. The provisions of the Rules of Procedure and Florida law must be followed consistently and accurately.

 _

To the extent applicable, the District, and not the District Manager or Records Custodian as an entity, shall charge the requesting party the special charge, which amount shall be consistent with Florida law. The District Manager may, consistent with and only pursuant to the terms of the Agreement between the District and the District Manager, charge the District
the applicable public records response fees as set forth therein and established within the

.....

1.

,.....-;

.	Agreement.

Rizzetta & Company

If not clear, the requesting party should be asked to identify whether they wish to simply inspect the records or obtain copies.
Florida's public records law does not require the District to answer questions regarding the records produced.
Processing Responsive Records:
After the above process is followed, for documents that are readily available, there should not be any charge for the labor in retrieving the requested documents, but any copies purchased by the requesting party shall be charged according to the District's adopted fee schedule.
Records are only required to be produced in the format(s) in which they exist.

All electronic records must be sent by a file transfer method to the Records Custodian. Any record that can be produced for review by District staff electronically must be produced in that medium. Should District Persons elect to provide records that are capable of being produced electronically in hard format, such individual shall not be entitled to reimbursement for copy or printing charges. It is within the Record Custodian's discretion to determine whether a record is capable of being produced electronically. District Persons shall make their best efforts to produce records for review by District staff as economically and efficiently as possible.
District Persons shall use their best efforts to electronically store public record e-mail according to the conventions of their e-mail system and retain it electronically pursuant to the District's retention schedule.

The technical details and methods of storing, retrieving and printing e-mail depend on the e-mail system in use. Consult with the Records Custodian or District Manager for guidance should questions arise.

Public records retention is governed by the Florida Department of State, Division of Library and Information Services, general record schedules and the District's adopted Record Retention schedule. Should District Persons have any questions regarding retention or disposition of records, please contact the Records Custodian or District Counsel.

-  Rizzetta & Company

EXHIBIT E

Affidavit for Anti-Human Trafficking
Section 787.06(13), Florida Statutes

THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
Before me the undersigned authority personally appeared William J. Rizzetta, who being duly sworn, deposes and says (the ''Affiant"):
Affiant is over 18 years of age and has personal knowledge of the facts and certifications set forth herein.

Affiant is the President of Rizzetta & Company, Incorporated (the "Company") and as such is authorized to make this Affidavit for and on behalf of the Company, its directors and officers.

Company does not use coercion for labor or services as defined in Section 787.06, Florida Statutes.

Company intends to execute, renew, or extend a contract between Company and the University Place Community Development District ("CDD").

This declaration is made pursuant to section 92.525(1)(c), Florida Statutes. I understand that making a false statement in this declaration may subject me to criminal penalties.

I state that I and the Company understand and acknowledge that the above representations are material and important, and will be relied on by the above referenced COD to which this affidavit is submitted. I and the Company understand that any misstatement in this affidavit is, and shall be treated as, fraudulent concealment from the COD of the true facts.

Under penalties of perjury, I declare that I have read the foregoing Affidavit for Anti-Human Trafficking and that the facts stated in it are true.

Sworn before me on lkc.-e.11,1,6.e,r  _fl_, 2024

Rizzetta & Company

Tab 4

RESOLUTION 2025-0_2
A RESOLUTION BY THE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT DESIGN ATING TUE PRIMARY ADMlNISTRA TIVE OFFICE AND PRINC1PAL HEADQUARTERS OF THE DISTRICT; DESIGNATING ffiE LOCATION OF THE LOCAL DISTRICT RECORDS OFFICE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the University Place Community Development District (the "District") is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within Manatee County, Florida; and

WHEREAS, the District desires to designate its primary administrative office as the location where the District's public records are routinely created, sent, received, maintained, and requested, for the purposes of prominently posting the contact information of the District's Records Custodian in order to provide citizens with the ability to access the District's records and ensure that the public is informed of the activities of the District in accordance with Chapter 119, Florida Stahi.tes; and

WHEREAS, the District also desires to specify the location of the District's principal headquarters for the purpose of establishlng proper venue under the common law home venue privilege applicable to the District; and

WHEREAS, the District is statutorily required to designate a local district records office location for the purposes of affording citizens the ability to access the District's records, promoting the disclosure of matters undertaken by the District, and ensuring that the public is info1med of the activities of the District in accordance with Chapter 119 and Section 190.006(7), Florida Statutes.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The District's primary administrative office for purposes of Chapter 119, Florida Statutes, shall be located at: Rizzetta & Company. Incorporated. 2806 N. Fifth St., Unit 403, St. Augustine, Florida 32084

SECTION 2. The District's principal headquarters for purposes of establishing proper venue shall be located at: 7805 Charleston Street, Bradenton, Florida, 3420 I . within Manatee County, Florida.

SECTION 3. ibis Resolution sball take effect oa. January 1, 2025.
PASSED AND ADOPTED THIS 10th DAY OF DECEMBER, 2024.

ATTEST:		UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

Chairman, Board of Supervisors

Tab 5

RESOLUTION 2025-0_3
A RESOLUTION OF THE BOARD OF SUPERVISORS OF UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A PUBLIC DEPOSITORY FOR FUNDS OF THE DISTRICT; AUTHORIZING CERTAIN OFFICERS OF THE DISTRICT TO EXECUTE AND DELIVER ANY AND ALL FINANCIAL REPORTS REQUIRED BY RULE, STATUTE, LAW, ORDINANCE OR REGULATION; AND PROVlDING AN EFFECTIVE DATE.
WHEREAS, University Place Community Development District (the "District") is a local unit of special-purpose govemrnent created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within Manatee County, Florida; and

WHEREAS, the Board of Supervisors of the District (the "Board") is statutorily authorized to select a depository as defined in Section 280.02, Florida Statutes, which meets all the requirements of Chapter 280, Florida Statutes, and has been designated by the State Chief Financial Officer as a qualified public depository; and

WHEREAS, the District has furnished to the Chief financial Officer its official name, address, federal employer identification number, and the name of the person or persons responsible for estab1ishing accounts; and
WHEREAS, the Board, having organized by appointing a Treasurer and other officers, is now in a position to select a new public depository and to comply with the requirements for public depositors; and

WHEREAS, the Board wishes to redesignate a public depository for District funds.

NOW, THEREFORE, BE JT RESOLVED BY THE BOARD OF SUPERVISORS OF
UNLVERSITY PLACE COMMUNIT\' DEVELOPMENT DISTRICT:

SECTIO  1.	Bank United, is hereby designated as the public depository for funds of the District.

SECTION 2. 1n accordance with Section 280.17(2), Florida Statutes, the District's Secretary is hereby directed to tak the following steps:

Ensure that the name of the District is on the account or certificate or other fonn provided to the District by the qualified public depository in a manner sufficient to identify that the account is a Florida public deposit.
Execute the fonn prescribed by the Chief Financial Officer for identification of each public deposit account and obtain acknowledgement of receipt on the form from the qualified public depository at the time of opening the account.
Maintain the current public deposit identification and acknowledgement fortn as a valuable record.
SECTION 3.  The District's Treasurer, upon assuming responsibility for handling the funds of the District, is directed to furnish the Chief Financial Officer annually, not later than November 30 of each year, the information required in accordance with Section 280.17(6), Flol'ida Statutes, and otherwise take the necessary steps to ensure that all other requirements of Section 280.17, Florida Statutes, have been met.

SECTION 4.  The District Manager, Treasurer, and/or Assistant Treasurer are hereby authorized on behalf of the District to execute and deliver any and all other fmancial reports required by any other rule, statute, law, ordinance or regulation.
SECTJONS.	This Resolution shall take effect immediately upon adoption.

PASSED A D ADOPTED this 10th day of December 2024.

ATTEST:		UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary

Print Name: 	 _
Chaill)erson/Vice Chairperson

Tab 6

RESOLUTION 2025-_

A RESOLUTION OF THE BOARD OF SUPERVISORS OF UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT RE-DESIGNATING CERTAIN OFFICERS AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Board of Supervisors of the University Place Community Development District (the "District'') is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within Manatee County, Florida; and
WHEREAS, the Board of Supervfaors (hereinafter the "Board") desire to re-designate certain Officers of the District to become effective December 10, 2024 and shall ratify this Resolution at the next meeting following the date of signature of th.is Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT:
L   The following persons are elected to the offices shown:

Assistant Secretary Lynn Hayes Assistant Secretary Debby Wallace

Secretary Treasurer

Scott Brizendine Scott Brizendine

Assistant Treasurer Shawn Wildennutb Executed this I 0th day of December, 2024.

ATTEST:	UNIVERSITY PLACE
COMMUNITY DEVELOPMENT DISTRICT

Secretary I Assistant Secretary

Print Name: 	
Chairman, Board of Supervisors

Tab 7

	CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	

DATE:	January 1, 2025

BETWEEN:	RIZZETTA & COMPANY, INC.
3434 Colwell Avenue
Suite 200
Tampa, Florida 33614

(Hereinafter referred to as "Consultant")

AND:	UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT
3434 Colwell Avenue
Suite 200
Tampa, Florida 33614

(Hereinafter referred to as "District," and together with Consultant, the "Parties.")
The purpose of this contract for technology services (hereinafter referred to as "Contract") is for the Consultant to provide professional technology services to the District pursuant to Chapter 189.069, Florida Statutes. A description of these services is provided below.

ONE-TIME SERVICES. The Consultant shall provide the following One­ Time Services to the District pursuant to this Contract:
Website Content - Consultant shall provide all required content to a third party website developer who has been retained separately by the District to design a website for the District to comply with Florida law, including, but not limited to, Chapter 189.069, Florida Statutes. The required content that shall be provided by Consultant is set forth in Exhibit A. Consultant shall secure and register a domain name in the District's name, which the domain shall be owned by the District, for purposes of establishing the website.

E-mail Set-up - Consultant shall establish and register a domain name in the District's name for purposes of setting up and creating individual e-mail addresses for supervisors, staff or employees as designated by the District. Said domain name shall be owned by the District.
Rizzetta & Company

STANDARD ON-GOING SERVICES. The Consultant shall provide the following Standard On-Going Services on a monthly basis to the District pursuant to this Contract:

Website Management - Consultant shall manage the content of the website in compliance with Chapter 189.069, Florida Statutes. Consultant shall maintain the domain for the District. Consultant shall provide the website maintenance provider with documents and updated content as required in accordance with Chapter 189.0069 Florida Statutes.
E-mail - Consultant shall provide services including ongoing maintenance of e-mail accounts, hosting and backup in accordance with public records and public records retention requirements.
ADDITIONAL SERVICES. In addition to the One-Time and Standard On-Going Services described above, or in any addendum executed between the Parties, the District may, from time to time, require additional services from the Consultant. Any services not specifically provided for in the scope of services above, as well as any changes in the scope requested by the District, shall be considered additional services. If any additional services are required or requested, the Consultant shall provide a detailed description of these services and fees for such services to the District for approval prior to beginning any additional services. The Consultant shall undertake the additional services after the District has issued its written approval of the description and fees for such services to the Consultant.

Ill. LITIGATION SUPPORT SERVICES. Upon the District's request, the Consultant shall prepare documentation in response to litigation requests and provide necessary expert testimony in connection with litigation involving the subject matter of this Contract. If the District requires or requests any litigation support services, the Consultant shall provide a detailed description of the services and fees for such services to the District for approval prior to beginning any litigation support services. The Consultant shall undertake the litigation support services after the District has issued its written approval of the description and fees for such services to the Consultant.

TERM. The Consultant's services as provided in this Contract shall commence upon execution of this Contract. This Contract shall automatically renew annually unless terminated pursuant to its terms. The Consultant may change the prices only with the District's written consent.

FEES AND EXPENSES; PAYMENT TERMS.

.i-;;;;;

FEES AND EXPENSES.

1

.

Rizzetta & Company

A schedule of fees for the services described in Sections I, II, and Ill of this Contract is shown in Exhibit B to this Contract, which is attached hereto and incorporated herein. The District shall pay the Consultant for the services provided under the terms of this Contract in accordance with the schedule of fees in Exhibit B. For purposes of the Consultant's compensation for services provided pursuant to this Contract, the District shall compensate the Consultant only for those services provided under the terms of this Contract. Unless otherwise specified by this Contract, the Consultant shall invoice the District for the Consultant's services in advance of each month and in the amounts set forth in Exhibit B. The fees for those services which are not being requested at the time this Contract is approved shall be provided to the District at such time as those services are required. Payment shall be made by the District within thirty (30) days of receipt of a correctly submitted invoice.
Fees for the Standard On-Going Services described in this Contract may be negotiated annually by the Parties. Any amendment to Standard On-Going Services fees must comply with the amendment procedure in this Contract and must be reflected in the adopted General Fund Budget of the District. The District's adoption of the General Fund Budget shall not constitute the District's consent for payment of any expenses.
In the event the District authorizes a change in the scope of services requested, Consultant shall submit, in writing to the District, a request for a fee amendment corresponding to the change in services being requested, if it has not already done so. Any change in the scope of requested services and the corresponding fee amendment shall comply with the amendment procedure in this Contract. Such amendment must be validly executed by the Parties before Consultant is authorized to begin providing services pursuant to the change in scope and the amended fees are adopted.

For the purposes of this Contract, an out-of-pocket expense is an expense that the Consultant or one of its subcontractors, if applicable, incurs during the performance of the Standard On-Going Services, as provided in this Contract. Such out-of-pocket expenses are included in the fees shown in Exhibit 8. Out-of-pocket expenses incurred in connection with the performance of Additional Services and Litigation Support Services shall be subject to reimbursement at cost. These expenses include, but are not limited to, airfare, mileage, transportation/parking, lodging, postage and copies.

Fees for services to be billed on an hourly basis shall be billed at the Consultant's current hourly rates at the time of the execution of this Contract, as set forth in Exhibit 8. The hourly rate for the services may be amended from time to time pursuant to the amendment procedure in this Contract and in advance of such proposed change. Consultant's current hourly rates are shown in Exhibit 8 to this Contract. Any proposed change shall indicate the new hourly fee for such services.
PAYMENT TERMS.
One-Time Services. One-Time Services shall be billed upon completion at the fixed fee shown in Exhibit 8.
Standard On-Going Services. Standard On-Going Services shall be billed monthly at a fixed fee pursuant to the schedule shown in Exhibit 8.
Additional Services. Additional Services shall be billed monthly on an hourly basis for the hours incurred at the Consultant's current hourly rate as shown in Exhibit 8.

Litigation Support Services. Litigation Support Services shall be billed monthly on an hourly basis for the hours incurred at the Consultant's current hourly rate as shown in Exhibit B.

Out-of-Pocket expenses. Out-of-Pocket expenses of the Consultant shall be billed monthly as incurred.
All invoices shall be due and payable forty-five (45) days from the date of invoice pursuant to the Prompt Payment Act, Chapter 218.70 Florida Statutes.

SUSPENSION OF SERVICES FOR NON-PAYMENT. The Consultant shall have the right to suspend services being provided as outlined in this Contract if the District fails to pay Consultant's invoices in a timely manner, which shall be construed as forty-five (45) days from date of the invoice or as otherwise provided by the Prompt Payment Act, Section 218.70 Florida Statutes. Consultant shall notify the District, in writing, at least ten (10) days prior to suspending services.

NON-CONTINGENCY. The payment of fees and expenses, as outlined in this Contract, are not contingent upon any circumstance not specifically outlined in this Contract.

AMENDMENT. Amendments to, and waivers of, the provisions contained in this Contract may be made only by an instrument in writing that is executed by both the District and the Consultant.
RESPONSIBILITIES.

DISTRICT RESPONSIBILITIES. The District shall provide for the timely services of its legal counsel, engineer, and any other consultants, contractors, or employees, as required, for the Consultant to perform the duties outlined in this Contract. Expenses incurred in providing this support shall be the sole responsibility of the District unless specified herein.
8. LIMITATIONS OF RESPONSIBILITIES. To the extent not referenced herein, Consultant shall not be responsible for the acts or omissions of any other contractor, subcontractor, supplier, or of any other individual or entity performing services that are not under the control of the Consultant or its own employees, contractors, subcontractors, agents or related entities. Consultant shall not be liable for any damage that occurs from Acts of God, which are defined as those caused by windstorm, hail, fire, flood, hurricane, freezing, or other similar occurrences of nature.

TERMINATION. This Contract may be terminated as follows:
By the District for "good cause" immediately which shall include misfeasance, malfeasance, nonfeasance, or dereliction of duties by the Consultant. Termination for "good cause" shall be affected by written notice to Consultant at the address noted herein.
By the Consultant for "good cause", immediately which shall include, but is not limited to, failure of the District to timely pay Consultant for services rendered in accordance with the terms set forth in this Contract, malfeasance, nonfeasance, or dereliction of duties by the District, or upon request or demand by the Board, or any member thereof, for Consultant to undertake any action or implement a policy of the Board which Consultant deems unethical, unlawful, or in contradiction of any applicable federal, state, or municipal law or rule. Termination for "good cause" shall be affected by written notice to District at the address noted herein.
By the Consultant or District, for any reason, upon provision of a minimum of sixty (60) days written notice of termination to the address noted herein.

Upon any termination, Consultant shall be entitled to the total amount of compensation pursuant to the terms of this Contract, through the termination date, but subject to any offsets that the District may have for services not performed. Consultant shall make all reasonable effort to provide for an orderly

transfer of the domain(s), e-mails, books and records of the District to the District or its designee. Upon termination, the District shall continue to own the domain name, e-mail accounts and e-mail and website content.

GENERAL TERMS AND CONDITIONS.
All invoices are due and payable within forty-five (45) days of invoice date, or as otherwise provided by the Florida Prompt Payment Act, Section 218.70. Florida Statutes. Invoices not paid within forty-five (45) days of presentation shall be charged interest on the balance due at the maximum legally permissible rate.
8. In the event either party is required to take any action to enforce this Contract, the prevailing party shall be entitled to attorney's fees and costs, including fees and costs incurred in determining entitlement to and reasonableness of such fees and costs.

C. This Contract shall be interpreted in accordance with and shall be governed by the laws of the State of Florida. Venue for all proceedings shall be in Manatee County, Florida.

E. In the event that any provision of this Contract shall be determined to be unenforceable or invalid by a Court of Law, such unenforceability or invalidity shall not affect the remaining provisions of the Contract which shall remain in full force and effect.
D. The rights and obligations of the District as defined by this Contract shall inure to the benefit of and shall be binding upon the successors and assigns of the District. There shall be no assignment of this Contract by the Consultant.

E. The Consultant and its officers, supervisors, staff, and employees shall use due care to protect the property of the District, its residents, and landowners from damage. The Consultant agrees to take steps to repair any damage resulting from the Consultant's activities and work pursuant to the Contract within twenty­ four hours (24) hours.
F. Dissolution or court declared invalidity of the District shall not relieve the District of compensation due for services theretofore rendered.

INDEMNIFICATION.

DISTRICT INDEMNIFICATION. To the extent allowable under applicable law (and only to the extent of the limitations of liability set forth in Section 768.28, Florida Statutes), and except and to the extent caused by the negligence, reckless and/or willful misconduct of the Consultant or persons

or entities within Consultants control and direction, the District agrees to indemnify and hold harmless the Consultant and its officers, supervisors, staff, and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that Consultant may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the negligent, reckless, and/or intentionally wrongful acts or omissions of the District that relates to the subject matter of this Contract. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the Consultant may be entitled and shall continue after the Consultant has ceased to be engaged under this Contract.
CONSULTANT INDEMNIFICATION. The Consultant agrees to indemnify, defend, and hold harmless the District and its officers, supervisors, staff, and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that the District may hereafter incur, become responsible for, or be caused to pay arising out of or relating to the negligent, reckless, and/or intentionally wrongful acts or omissions of the Consultant. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District may be entitled and shall continue after the Consultant has ceased to be engaged under this Contract.

The terms of this Section shall survive termination of this Contract.

8. SOVEREIGN IMMUNITY; INDEMNIFICATION OBLIGATIONS. Nothing
herein shall be construed to limit the District's sovereign immunity limitations of liability as provided in Section 768.28, Florida Statutes, or other applicable law. Indemnification obligations under this Contract shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

INSURANCE.
The District shall provide and maintain Public Official Liability and General Liability insurance policies, each in an amount not less than One Million Dollars ($1,000,000.00) throughout the term of this Contract.

The Consultant shall provide and maintain the following levels of insurance coverage at all times throughout the term of this Contract:

Worker's Compensation Insurance in accordance with the laws of the State of Florida.
General Liability Insurance with the limit of One Million Dollars ($1,000,000.00) per each occurrence.
Professional Liability Insurance with limit of no less than One Million Dollars ($1,000,000.00) per each occurrence.

Employment Practices Liability Insurance with limit of Two Million Dollars ($2,000,000.00) per each occurrence.
Comprehensive Automobile Liability Insurance for all vehicles used by the Consultant's staff, whether owned or hired, with a combined single limit of One Million Dollars ($1,000,000.00).

C. Except with respect to Professional Liability and Worker's Compensation insurance policies, the District and its officers, supervisors, staff, and employees shall be listed as additional insureds on each insurance policy described above. None of the policies above may be canceled during the term of this Contract (or otherwise cause the District to not be named as an additional insured where applicable) without thirty (30) days written notice to the District. Consultant shall furnish the District with a Certificate of Insurance evidencing compliance with this section upon request. Insurance should be from a reputable insurance carrier, licensed to conduct business in the State of Florida.

D. If the Consultant fails to secure or maintain the required insurance, the District has the right (without any obligation to do so, however) to secure such required insurance, in which event the Consultant shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District's obtaining the required insurance.
ASSIGNMENT. Except as provided in this section, neither the District nor the Consultant may assign this Contract or any monies to become due hereunder without the prior written approval of the other. Any assignment attempted to be made by the Consultant or the District without the prior written approval of the other party is void.
COMPLIANCE WITH PUBLIC RECORDS LAWS. Consultant understands and agrees that all documents of any kind provided to the District in connection with this Contract may be public records, and, accordingly, Consultant agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the District is Rizzetta & Company, Inc.

("Public Records Custodian''). Among other requirements and to the extent applicable by law, the Consultant shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Consultant does not transfer the records to the Public Records Custodian of the District; and
4) upon completion of the Contract, transfer to the District, at no cost, all public records in Consultant's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Consultant, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (813) 514-0400, OR BY EMAIL AT INFO@RIZZETTA.COM, OR BY REGULAR MAIL AT 3434 COLWELL AVENUE, SUITE 200, TAMPA, FLORIDA 33614.

NOTICES. All notices, requests, consents and other communications under this Contract ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to the District:

With a copy to:

If to the Consultant:

University Place Community Development District
3434 Colwell Avenue, Suite 200
Tampa, Florida 33614 Attn: District Manager

Persson, Cohen, Mooney, Fernandez & Jackson, P.A. 6853 Energy Court
Lakewood Ranch, FL 34240
Attn: District Counsel

Rizzetta & Company, Inc.
3434 Colwell Avenue, Suite 200
Tampa, Florida 33614

Except as otherwise provided in this Contract, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Contract would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States Government shall not be regarded as business days. Counsel for the District and counsel for the Consultant may deliver Notice on behalf of the District and the Consultant, respectively. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.
EFFECTIVE DATE. This Contract shall become effective upon execution by both the District and the Consultant and shall remain effective until terminated by either the District or the Consultant in accordance with the provisions of this Contract.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Contract are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Contract.

AGREEMENT; CONFLICTS. This instrument, together with accompanying Exhibit A, shall constitute the final and complete expression of this Contract between the District and the Consultant relating to the subject matter of this Contract. To the extent of any conflict between this instrument and Exhibit A, this instrument shall control.
DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A
default by either the District or the Consultant under this Contract shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Contract against any interfering third party. Nothing contained in this Contract shall limit or impair the District's right to protect its rights from interference by a third party to this Contract.

THIRD PARTY BENEFICIARIES. This Contract is solely for the benefit of the District and the Consultant and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Contract. Nothing in this Contract, express or implied, is intended or shall be construed to confer upon any person or corporation other than the District and the Consultant any right, remedy, or claim under or by reason of this Contract or any of the provisions or conditions of this Contract; and all of the provisions, representations, covenants, and conditions contained in this Contract shall inure to the sole benefit of and shall be binding upon the District and the Consultant and their respective

representatives, successors, and assigns.

COMPLIANCE WITH GOVERNMENTAL REGULATION. The Consultant shall
keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, and ordinances in performing the services under this Contract. If the Consultant fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by a local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Contract or any action of the Consultant or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation of an alleged violation, the District may terminate this Contract, such termination to be effective immediately upon the giving of notice of termination.

ARM'S LENGTH TRANSACTION. This Contract has been negotiated fully between the District and the Consultant as an arm's length transaction. The District and the Consultant participated fully in the preparation of this Contract with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Contract, the Parties are deemed to have drafted, chosen, and selected the language, and any doubtful language shall not be interpreted or construed against any party.
COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

E-VERIFICATION. Pursuant to Section 448.095(2), Florida Statutes,
Contractor represents that Contractor is eligible to contract with the District and is currently in compliance and shall remain in compliance, for as long as it has any obligations under this Agreement, with all requirements of the above statute; this includes, but is not limited to, registering with and using the United States Department of Homeland Security's E-Verify system to verify the work authorization status of all employees hired on or after January 1, 2021.
If the District has a good faith belief that the Contractor has knowingly violated Section 448.09(1), Florida Statutes, the District shall terminate this Agreement as required by Section 448.095(2)(c), Florida Statutes. If the District has a good faith belief that a subcontractor knowingly violated Section 448.09(1), Florida Statutes, but the Contractor otherwise complied with its obligations thereunder, the District shall promptly notify the

Contractor and the Contractor shall immediately terminate its contract with the subcontractor.
If this Agreement is terminated in accordance with this section, then the Contractor shall be liable for any additional costs incurred by the District.

XXVII. FORCE MAJEURE. The parties hereto shall be excused from the obligation to perform pursuant to the terms of this Contract to the extent that such party's performance is prevented due to any delay, or stoppage due to strikes, lockouts, labor disputes, labor shortages, acts of war, terrorism, terrorist activities, pandemic, epidemic, banking or financial institution closures, inability to obtain services from third parties, governmental actions, civil commotions, fire, flood, hurricane, earthquake, or other casualty, and other causes beyond the reasonable control of the party obligated to perform (collectively, a"Force Majeure ), except with respect to amounts to be paid by the District for services actually provided by the Agent pursuant to this Contract during a Force Majeure. Notwithstanding anything to the contrary contained in this Contract, a Force Majeure shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Contract specifies a time period for performance of an obligation of either party (other than payment to the Agent by District for services actually provided during a Force Majeure unless there is an event causing banking or financial institution closures), that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure. The foregoing shall not be interpreted as extending the term or renewal term of this Contract.
XXVIII. DISCLOSURE. Rizzetta & Company, Inc. is an affiliate of FirstService Residential Florida, Inc.

[Intentionally Left Blank]

Therefore, the Consultant and the District each intend to enter this Contract, understand the terms set forth herein, and hereby agree to those terms.

ACCEPTED BY:

RIZZETTA & COMPANY, INC.

BY:

PRINTED NAME:

TITLE:	 President	

DATE:		

UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT

BY:	 	 PRINTED NAME:	 	 TITLE:		
DATE:		

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees

Rizzetta & Campany

EXHIBIT A
Scope of Services

REQUIRED WEB SITE CONTENT: Pursuant to section 189.016 & 189.069, Florida Statutes, special district web sites are required to include and make available the following information or documents, which requirements may be changed from time to time. Changes to the requirements may be subject to additional fees:

The full legal name of the special district.
The public purpose of the special district.
The name, official address, official e-mail address, and, if applicable, term and appointing authority for each member of the governing body of the special district.
The fiscal year of the special district.
The full text of the special district's charter, the date of establishment, the establishing entity, and the statute or statutes under which the special district operates, if different from the statute or statutes under which the special district was established. Community development districts may reference chapter 190 as the uniform charter but must include information relating to any grant of special powers.
The mailing address, e-mail address, telephone number, and website uniform resource locator of the special district.
A description of the boundaries or service area of, and the services provided by, the special district.
A listing of all taxes, fees, assessments, or charges imposed and collected by the special district, including the rates or amounts for the fiscal year and the statutory authority for the levy of the tax, fee, assessment, or charge. For purposes of this subparagraph, charges do not include patient charges by a hospital or other health care provider.
The primary contact information for the special district for purposes of communication from the department.
A code of ethics adopted by the special district, if applicable, and a hyperlink to generally applicable ethics provisions.
The budget of the special district and any amendments thereto in accordance with
s. 189.016.
Tentative budgets shall be posted at least two (2) days before the budget hearing and remain on District website for forty-five (45) days.
Final adopted budgets shall be posted within thirty (30) days after adoption and remain on District website for two (2) years.
Budget amendments shall be posted within five (5) days after adoption and remain on District website for two (2) years.

The final, complete audit report for the most recent completed fiscal year and audit reports required by law or authorized by the governing body of the special district or a link to the District's most recent final, complete audit report on the Auditor General's website.
Rizzetta & Company

A listing of the District's regularly scheduled public meetings as required by s. 189.015(1).
The link to the Department of Financial Services' website as set forth in s.
218.32(1)(g).
At least seven (7) days before each meeting or workshop, the agenda of the event, The information must remain on the website for at least one (1) year after the event.

EXHIBIT B
Schedule of Fees

One-Time Services shall be billed upon completion:

Website Content:

Yes

No

$	750.00

Email Set-up:

Yes	

No

$	500.00

Total One-Time Services:

$ 	

Standard On-Going Services shall be billed in advance monthly pursuant to the following schedule:

MONTHLY

Website Management:

$	100.00

Email (50 GB per user) at $20.00 per month per account:

Board Supervisor Account

Onsite Staff Account

--5-- X $20.00
	X$20.00

$	100.00

$	

_

Miscellaneous Account

 	

X$20.00

$	

_

Total Standard On-Going Services:

$ 2,400.00

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES
UNIVERSITY PLACE COMMUNITY DEVELOPMENT DISTRICT	16

EXHIBIT C
Municipal Advisor Disclaimer

Rizzetta & Company, Inc., does not represent the Community Development District as a Municipal Advisor or Securities Broker nor is Rizzetta & Company, Inc., registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Rizzetta & Company, Inc., does not provide the Community Development District with financial advisory services or offer investment advice in any form.

Rev. 05092024 MJJ