NEWFIELD COMMUNITY DEVELOPMENT
DISTRICT

MARTIN COUNTY

Regular Board Meeting July 28, 2022
2:00 P.M.

Special District Services, Inc.
The Oaks Center 2501A Burns Road
Palm Beach Gardens, FL 33410

www.newfieldcdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA NEWFIELD
COMMUNITY DEVELOPMENT DISTRICT
2400 SE Federal Highway #203 2nd Floor Conference Room Stuart, Florida 34994
To Join Via Zoom: https://us02web.zoom.us/j/81690499495 Dial In: (929) 436-2866
Meeting ID: 816 9049 9495 REGULAR BOARD MEETING July 28, 2022
2:00 P.M.

Call to Order
Proof of Publication…	Page 1
Consider Resignations and Appointments to Board Vacancies
Administer Oath of Office and Review Board Member Duties and Responsibilities
Establish Quorum
Election of Officers
Chairman
Vice Chairman
Secretary/Treasurer
Assistant Secretaries
Additions or Deletions to Agenda
Comments from the Public
Approval of Minutes
1.  May 26, 2022 Regular Board Meeting Minutes…	Page 3
Old Business
New Business
Consider Approval of Assignment of Fiscal Year 2021/2022 Budget Funding Agreement…	Page 6
Consider Approval of Assignment of Bond Financing Team Funding Agreement…	Page 9
Administrative Matters
Board Members Comments
Adjourn

Treasure .Coast.Newspapers
PARTOFTl-iE USA TODAYNHWORK
Stuart News
1801 U.S. 1, Vero Beach, FL 32960
AFFIDAVIT OF PUBLICATION

NEWFIELD COMMUNITY D EVELOPMENT DIST
2501 BURNS RD# A

PALM BEACH GARDENS, FL 33410-5207
STATE OF WISCONSIN COUNTY OF BROWN

Before  the  undersigned  authority  personally  appeared,  said legal clerk, who on oath says that he/she is a legal clerk of the Stuart News, a daily newspaper published at Stuart in Martin County, Florida: that the attached copy of advertisement was published in the  Stuart News in the following issues below. Affiant further says that the said Stuart News is a newspaper published in Stuart in said Martin County, Florida, and that said newspaper has heretofore been continuously published in said Martin County, Florida, daily and distributed in Martin County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid or promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. The Stuart News has been entered as Periodical Matter at the Post Offices in Stuart, Martin County, Florida and has been for a period of one year next preceding the first publication of the attached copy of advertisement.

lssue(s) dated before where the dates are noted:10/13/2021

Subscribed and sworn to before on October 13, 2021:

My commission expireJ

AMY KOKOTT
Notary Public SHJte of Wisconsin

Publication Cost: $140.22 Ad No: 0004948243
Customer No: 1804522 PO#:

# of Affidavits:

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2021/2022 MEETING SCHEDULE
The Board of Supervisors of the Newfield Community De­ velopment District will hold their regular meetings for Fis­ cal Year 2021/2022 at 2400 SE Federal Highway #203, 2nd Floor Conference Room, Stuart, Florida 34994, at 2:00 p.m., unless otherwise indicat­ ed as follows:
October 28, 2021
November 18, 2021
December 16, 2021
January 27, 2022
February 24, 2022
March 24, 2022
April 28, 2022
May 26, 2022
June 23, 2022
July 28, 2022
August 25, 2022
September 22, 2022
The meetings are open to the public and will be conducted in accordance with the provi­ sion of Florida Law for Com­ munity Development Districts. The meetings may be contin­ ued to a date, time, and place to be specified on the record at the meeting. A copy of the agenda for these meetings may be obtained from The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida 33410 or by calling
(561) 630-4922.
There may be occasions when one or more Supervisors or staff will participate by tele­ phone. Pursuant to provisions of the Americans with Disabil­ ities Act, any person requiring special accommodations at this meeting because of a dis­ ability or physical impairment should contact the District Of­ fice at (561) 630-4922 at least 48 hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service by dial­ ing 7-1-1, or 1-800-955-8771 (TTY) I 1-800-955-8770 {Voice),
for aid in contacting the District Office.
A person who decides to ap­ peal any decision made at the meeting with respect to any matter considered	at the meeting is advised that per­ son will need a record of the proceedings and that accord­ ingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which such ap­ peal is to be based.
Meetings may be cancelled from time to time without ad­ vertised notice.
District Manager
NEWFIELD COMMUNITY DE­ VELOPMENT DISTRICT
wv,v,_,.11.ewfi eldcdc.Lc,rg
Publish: Oct. 13th, 2021 TCN4948243

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
To Join Via Zoom: https://us02web.zoom.us/j/81690499495 Dial In: (929) 436-2866
Meeting ID: 816 9049 9495
MAY 26, 2022

CALL TO ORDER

The May 26, 2022, Regular Board Meeting of the Newfield Community Development District (the “District”) was called to order at 2:04 p.m. in Suite 203 of 2400 SE Federal Highway, Stuart, Florida 34994 and via Zoom at: https://us02web.zoom.us/j/81690499495, Dial In: (929) 436-2866, Meeting ID: 816 9049 9495.

PROOF OF PUBLICATION

Proof of publication was presented which showed that notice of the Regular Board Meeting had been published in The Stuart News on October 13, 2021, as legally required.

ESTABLISH A QUORUM

A quorum was established with the following Supervisors in attendance: Vice Chairman Terence McCarthy, Supervisor Pete Spyke and Supervisor Debra Duvall.

Also in attendance were District Manager Andrew Karmeris of Special District Services, Inc.; District Counsel Lindsay Whelan of Kutak Rock, LP (via Zoom); and District Engineer Bob Higgins of Higgins Engineering, Inc. (via Zoom).

ADDITIONS OR DELETIONS TO AGENDA

There were no additions or deletions to the agenda.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

There were no comments from the public for items not on the agenda.

APPROVAL OF MINUTES
October 28, 2021, Regular Board Meeting

The October 28, 2021, Regular Board Meeting minutes were presented for Board consideration.

A motion was made by Mr. Spyke, seconded by Ms. Duvall and passed unanimously approving the minutes of the October 28, 2021, Regular Board Meeting, as presented.

OLD BUSINESS

There were no Old Business items to come before the Board.

NEW BUSINESS
Consider Resolution No. 2022-01 – Adopting Prompt Payment Policies

Resolution No. 2022-01 was presented, entitled:

RESOLUTION NO. 2022-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ADOPTING PROMPT PAYMENT POLICIES AND PROCEDURES PURSUANT TO CHAPTER 218, FLORIDA STATUTES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

A motion was made by Mr. McCarthy, seconded by Ms. Duvall and passed unanimously adopting Resolution No. 2022-01, as presented.

Consider Ratification of Kutak Rock Fee Agreement

A motion was made by Mr. McCarthy, seconded by Mr. Spyke and passed unanimously approving ratification of the Kutak Rock Fee Agreement as amended moving the default venue to Martin County.

Consider Resolution No. 2022-02 – Adopting a Fiscal Year 2022/2023 Proposed Budget

Resolution No. 2022-02 was presented, entitled:

RESOLUTION NO. 2022-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NEWFIELD COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2022/2023 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.

A motion was made by Ms. Duvall, seconded by Mr. McCarthy and passed unanimously adopting Resolution No. 2022-02, as presented setting the public hearing date for August 25, 2022.

ADMINISTRATIVE MATTERS

Mr. Karmeris reminded the Board to fill out their Form 1s.

BOARD MEMBER COMMENTS
There were no comments from the Board Members.

L.	ADJOURNMENT

There being no further business to come before the Board, the meeting was adjourned at 2:14 p.m. on a
motion made by Ms. Duvall, seconded by Mr. McCarthy and passed unanimously.

ATTESTED BY:

 	
Secretary/Assistant Secretary	Chairperson/Vice-Chair

ASSIGNMENT OF FISCAL YEAR 2021/2022 BUDGET FUNDING AGREEMENT

This Assignment of that certain NEWFIELD COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2021/2022 BUDGET FUNDING AGREEMENT (“Assignment”) is made this 2nd day of June 2022, by and between SHADOW LAKE GROVES, INC., a Florida corporation, with a mailing address of c/o Outlook, Inc., 1717 K Street NW, Suite 900, Washington, DC 20006 (“Assignor”), MAM US LLC, a Delaware limited liability company authorized to do business in Florida, with a mailing address of 4901 Vineland Road, Suite 450, Orlando, Florida 32811 (“Assignee”), and the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Martin County, Florida, and whose mailing address is 2501A Burns Road, Palm Beach Gardens, Florida 33410 (“District”).

Recitals

Whereas, the District is a special unit of local government established pursuant to and governed by Chapter 190, Florida Statutes; and

WHEREAS, Assignor and the District entered into that Fiscal Year 2021/2022 Budget Funding Agreement dated June 24, 2021, attached hereto as Exhibit A (“Agreement”), in lieu of the District levying and collecting non-ad valorem assessments to fund the District’s Fiscal Year 2021/2022 budget; and

Whereas, upon assignment of the Agreement, the Assignee shall assume responsibility for the terms of use provided pursuant to the Agreement; and

Whereas, Assignor desires to assign all of its rights and obligations under the Agreement to Assignee, and Assignee desires to accept such assignment, and the District desires to express that it agrees with and has no objection to such assignment.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which are hereby acknowledged, the Assignee and the Assignor agree as follows:

Incorporation of Recitals.  The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Assignment.

Assignment  of  Agreement.  Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Agreement incurred on or after June 2, 2022. Assignee hereby accepts the foregoing assignment and assumes all of Assignor’s rights and obligations under the Agreement as of the Effective Date herein. The District hereby consents to this Assignment.

EFFECTIVE DATE. This Assignment shall become effective contingent upon the closing of the sale of the majority of the property within the District from Assignor to Assignee which is planned to occur on June 2, 2022.

Notices. Upon this Assignment, notices pursuant to the Agreement shall be in writing and shall be delivered to the Assignee as follows:

If to the Assignee:	MAM US LLC
4901 Vineland Road, Suite 450
Orlando, Florida 32811
Attn: Leslie Candes and Tony Palumbo

If to the District:	Newfield Community Development District
2501A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Counsel

With copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

Execution in Counterparts. This Assignment may be executed in any number of counterparts which, when taken together, shall constitute one and the same instrument.

Acknowledged By:

Newfield Community Development District

Assignor:

Shadow Lake Groves, Inc.,
a Florida corporation

 	

Chairperson, Board of Supervisors

By: 	
Its: 	

Assignee:

MAM US LLC
a Delaware limited liability company

By: 	 Its: 		

Exhibit A:	Fiscal Year 2021/2022 Budget Funding Agreement dated June 24, 2021

Exhibit A

ASSIGNMENT OF BOND FINANCING TEAM FUNDING AGREEMENT

This Assignment of that certain NEWFIELD COMMUNITY DEVELOPMENT DISTRICT BOND FINANCING TEAM FUNDING AGREEMENT (“Assignment”) is made this 2nd day of June 2022, by and between SHADOW LAKE GROVES, INC., a Florida corporation, with a mailing address of c/o Outlook, Inc., 1717 K Street NW, Suite 900, Washington, DC 20006 (“Assignor”), MAM US LLC, a Delaware limited liability company authorized to do business in Florida, with a mailing address of 4901 Vineland Road, Suite 450, Orlando, Florida 32811 (“Assignee”), and the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Martin County, Florida, and whose mailing address is 2501A Burns Road, Palm Beach Gardens, Florida 33410 (“District”).

Recitals

Whereas, the District is a special unit of local government established pursuant to and governed by Chapter 190, Florida Statutes; and

WHEREAS, Assignor and the District entered into that Bond Financing Team Funding Agreement dated January 28, 2021, attached hereto as Exhibit A (“Agreement”), to provide funds to enable the District to commence its financing program; and

Whereas, upon assignment of the Agreement, the Assignee shall assume responsibility for the terms of use provided pursuant to the Agreement; and

Whereas, Assignor desires to assign all of its rights and obligations under the Agreement to Assignee, and Assignee desires to accept such assignment, and the District desires to express that it agrees with and has no objection to such assignment.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which are hereby acknowledged, the Assignee and the Assignor agree as follows:

Incorporation of Recitals.  The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Assignment.

Assignment  of  Agreement.  Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Agreement incurred on or after June 2, 2022. Assignee hereby accepts the foregoing assignment and assumes all of Assignor’s rights and obligations under the Agreement as of the Effective Date herein. The District hereby consents to this Assignment.

EFFECTIVE DATE. This Assignment shall become effective contingent upon the closing of the sale of the majority of the property within the District from Assignor to Assignee which is planned to occur on June 2, 2022.

Notices. Upon this Assignment, notices pursuant to the Agreement shall be in writing and shall be delivered to the Assignee as follows:

If to the Assignee:	MAM US LLC
4901 Vineland Road, Suite 450
Orlando, Florida 32811
Attn: Leslie Candes and Tony Palumbo

If to the District:	Newfield Community Development District
2501A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Counsel

With copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

Execution in Counterparts. This Assignment may be executed in any number of counterparts which, when taken together, shall constitute one and the same instrument.

Acknowledged By:

Newfield Community Development District

Assignor:

Shadow Lake Groves, Inc.,
a Florida corporation

 	

Chairperson, Board of Supervisors

By: 	
Its: 	

Assignee:

MAM US LLC
a Delaware limited liability company

By: 	 Its: 		

Exhibit A:	Bond Financing Team Funding Agreement dated January 28, 2021

Exhibit A