NEWFIELD COMMUNITY DEVELOPMENT
DISTRICT

MARTIN COUNTY

Regular Board Meeting March 26, 2025
9:30 A.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 Secon Floor Conference Room Stuart, Florida 34994
Conference Call (800) 743-4099 Access #9363638
REGULAR BOARD MEETING
March 26, 2025
9:30 A.M.
Call to Order
Proof of Publication…	Page 1
Seat New Board Members
Administer Oath of Office & Review Board Member Responsibilities and Duties
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.  October 30, 2024 Regular Board Meeting…	Page 2
Old Business
New Business
Consider Resolution No. 2025-01 – Adopting a Fiscal Year 2025/2026 Proposed Budget…	Page 4
Consider Ratification of Lifestyle and Communication Management Agreement…	Page 11
Consider Approval of Work Authorizations between the District and Higgins Engineering…	Page 21
Consider Approval of Underwriting Agreement from MBS Capital Markets, LLC…	Page 56
Consider Approval of Preliminary Supplemental Engineer's Report…	Page 60
Consider Approval of Preliminary Supplemental Assessment Methodology Report…	Page 61
Consider Resolution No. 2025-02 – Delegated Award Resolution…	Page 62
Consider Forms of Ancillary Financing Agreements…	Page 107
Acquisition Agreement
Collateral Assignment Agreement
Completion Agreement
True-up Agreement
Administrative Matters
Board Member Comments
Adjourn

Publication Date 2025-03-17

Subcategory Miscellaneous Notices

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT NOTICE OF REGULAR BOARD OF SUPERVISORS MEETING
The Board of Supervisors (Board) of the Newfield Community Development District (District) will hold a Regular Board of Supervisors Meeting (Meeting) on March 26, 2025, at 9:30 a.m. in the Second Floor Conference Room located at 2400 SE Federal Highway, #203, Stuart, Florida 34994, where the Board may consider any business that may properly come before it. A copy of the agenda may be obtained at the offices of the District Manager, Special District Services, Inc., The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida 33410, (561) 630-4922 (District Managers Office), during normal business hours, or by visiting the Districts website at www.newfieldcdd.org.
The Meeting is open to the public and will be conducted in accordance with the provisions of Florida law. The Meeting may be continued to a date, time, and place to be specified on the record at the Meeting. There may be occasions when Board Supervisors or District Staff may participate by speaker telephone.
Any person requiring special accommodations at this Meeting because of a disability or physical impairment should contact the District Managers Office at least forty-eight (48) hours prior to the Meeting. 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), for aid in contacting the District Managers Office.
Each person who decides to appeal any decision made by the Board with respect to any matter considered at the Meeting is advised that person will need a record of 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 such appeal is to be based.
Meetings may be cancelled from time to time without advertised notice. Stephanie Brown
District Manager
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT
www.newfieldcdd.org
PUBLISH: STUART NEWS 03/17/25 TCN11123464

Page 1

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
OCTOBER 30, 2024

CALL TO ORDER

The October 30, 2024, Regular Board Meeting of the Newfield Community Development District (the “District”) was called to order at 9:30 a.m. in Suite 203 of 2400 SE Federal Highway, Stuart, Florida 34994.

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 May 17, 2024 as legally required.

ACCEPT BOARD MEMBER RESIGNATION

A motion was made by Mr. Read, seconded by Mr. Bruce and passed unanimously accepting Mr. Dassa’s resignation from Seat No. 2.

ESTABLISH QUORUM
A quorum was established with the following Supervisors in attendance: Vice Chairman Jonas Read, Supervisor Richard Bruce and Supervisor Celine Walsh.
Also in attendance were: District Manager Andrew Karmeris of Special District Services, Inc.; District Counsel Ryan Dugan of Kutak Rock LLP (via phone); Developer Representative James Fitzgerald (via phone).

ADDITIONS OR DELETIONS TO AGENDA

There were no additions or deletions to the agenda.
COMMENTS FROM THE PUBLIC
There were not comments from the public.
APPROVAL OF MINUTES
August 28, 2024 Public Hearing and Regular Board Meeting
The August 28, 2024, Public Hearing and Regular Board Meeting minutes were presented for Board consideration.

A motion was made by Ms. Walsh, seconded by Mr. Read and passed unanimously approving the minutes of the August 28, 2024, Public Hearing and Regular Board Meeting, as presented.

OLD BUSINESS

Page 1 of 2

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

NEW BUSINESS

Consider Resolution No 2024-08 Adopting a Fiscal Year 2023/2024 Amended Budget

Mr. Karmeris presented Resolution No 2024-08.

A motion was made by Ms. Walsh, seconded by Mr. Bruce and passed unanimously adopting Resolution No 2024-08 Adopting a Fiscal Year 2023/2024 Proposed Budget, as presented.

Consider Approval of Audit Renewal

Mr. Karmeris informed the Board that it was staff’s recommendation to renew the two-year option with Grau and Associates to perform the Fiscal Year 2023/2024 and 2024/2025 annual audits.

A motion was made by Mr. Read, seconded by Mr. Bruce and passed unanimously renewing the two-year option with Grau and Associates.

ADMINISTRATIVE MATTERS

Mr. Karmeris reminded the Board to complete their required ethics training before the end of the calendar year.
BOARD MEMBER COMMENTS

There were no Board member comments.

ADJOURNMENT

A motion was made by Ms. Walsh, seconded by Mr. Read and passed unanimously adjourning the meeting at 9:35 a.m.

ATTESTED BY:

Secretary/Assistant Secretary	Chairperson/Vice-Chair

Page 2 of 2

RESOLUTION 2025-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NEWFIELD COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET FOR FISCAL YEAR 2025/2026 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW; ADDRESSING TRANSMITTAL, POSTING AND PUBLICATION REQUIREMENTS; ADDRESSING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors (the “Board”) of the Newfield Community Development District (the “District”) prior to June 15, 2025, a proposed budget (the “Proposed Budget”) for the fiscal year beginning October 1, 2025 and ending September 30, 2026 (the “Fiscal Year 2025/2026”); and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NEWFIELD COMMUNITY DEVELOPMENT DISTRICT:

PROPOSED BUDGET APPROVED. The Proposed Budget prepared by the District Manager for Fiscal Year 2025/2026 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said Proposed Budget.
SETTING A PUBLIC HEARING. A public hearing on said approved Proposed Budget is hereby declared and set for the following date, hour, and location:

DATE:	May 28, 2025
HOUR:	9:30 a.m.
LOCATION:	2400 SE Federal Highway, #203
Second Floor Conference Room Stuart, Florida 34994
TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL-
PURPOSE GOVERNMENT. The District Manager is hereby directed to submit a copy of the Proposed Budget to Martin County at least sixty (60) days prior to the hearing set above.

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016, Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District's website at least two (2) days before the budget hearing date as set forth in Section 2 and shall remain on the website for at least forty-five (45) days.

PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

SEVERABILITY. This Resolution shall take effect immediately upon adoption.
1

PASSED AND ADOPTED this 26th day of March, 2025.

ATTEST:	NEWFIELD COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Fiscal Year 2025/2026 Budget

2

Exhibit A

Fiscal Year 2025/2026 Budget

3

Newfield
Community Development District

Proposed Budget For Fiscal Year 2025/2026
October 1, 2025 - September 30, 2026

CONTENTS

PROPOSED BUDGET

DETAILED PROPOSED BUDGET

PROPOSED BUDGET
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2025/2026
OCTOBER 1, 2025 - SEPTEMBER 30, 2026

REVENUES	
FISCAL YEAR 2025/2026 BUDGET	
O&M Assessments	0	
Developer Contribution	125,209	
Debt Assessments	0	
Interest Income	360	
		
TOTAL REVENUES	$	125,569	
		
EXPENDITURES		
Supervisor Fees	1,000	
Payroll Taxes	80	
Engineering/Inspections	15,000	
Miscellaneous Maintenance	5,000	
Management	40,464	
Legal	30,000	
Assessment Roll	6,000	
Audit Fees	5,000	
Arbitrage Rebate Fee	650	
Insurance	7,400	
Legal Advertisements	5,000	
Miscellaneous	1,000	
Postage	300	
Office Supplies	1,500	
Dues & Subscriptions	175	
Website Management	1,500	
Trustee Fees	4,500	
Continuing Disclosure Fee	1,000	
		
TOTAL EXPENDITURES	$	125,569	
		
REVENUES LESS EXPENDITURES	$	-	
		
Bond Payments	0	
		
BALANCE	$	-	
		
County Appraiser & Tax Collector Fee	0	
Discounts For Early Payments	0	
		
EXCESS/ (SHORTFALL)	$	-	

DETAILED PROPOSED BUDGET
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2025/2026
OCTOBER 1, 2025 - SEPTEMBER 30, 2026

REVENUES	
FISCAL YEAR 2023/2024 ACTUAL	
FISCAL YEAR 2024/2025 BUDGET	
FISCAL YEAR 2025/2026 BUDGET	

COMMENTS	
O&M Assessments	0	0	0		
Developer Contribution	80,406	122,839	125,209	Developer Contribution	
Debt Assessments	0	0	0		
Interest Income	1,035	360	360	Estimated At $30 Per Month	
					
TOTAL REVENUES	$	81,441	$	123,199	$	125,569		
					
EXPENDITURES					
Supervisor Fees	200	0	1,000	Supervisor Fees	
Payroll Taxes	15	0	80	Projected At 8% Of Supervisor Fees	
Engineering/Inspections	27,258	15,000	15,000		
Miscellaneous Maintenance	0	5,000	5,000	Miscellaneous Maintenance	
Management	38,184	39,324	40,464	CPI Increase	
Legal	9,196	30,000	30,000		
Assessment Roll	0	6,000	6,000	Will Commence In Fiscal Year Of Bond Issuance	
Audit Fees	3,400	5,000	5,000	Price Will Increase Following Bond Issuance	
Arbitrage Rebate Fee	0	650	650	Will Commence In Fiscal Year Following Issuing Of Bond	
Insurance	6,594	7,250	7,400	FY 24/25 Expenditure Was $6,858	
Legal Advertisements	1,299	5,000	5,000		
Miscellaneous	383	1,000	1,000		
Postage	66	300	300		
Office Supplies	355	1,500	1,500		
Dues & Subscriptions	175	175	175	Annual Fee Due Department Of Economic Opportunity	
Website Management	1,500	1,500	1,500	12 Months X $125	
Trustee Fees	0	4,500	4,500	Will Commence In Fiscal Year Following Issuing Of Bond	
Continuing Disclosure Fee	0	1,000	1,000	Will Commence In Fiscal Year Following Issuing Of Bond	
					
TOTAL EXPENDITURES	$	88,625	$	123,199	$	125,569		
					
REVENUES LESS EXPENDITURES	$	(7,184)	$	-	$	-		
					
Bond Payments	0	0	0		
					
BALANCE	$	(7,184)	$	-	$	-		
					
County Appraiser & Tax Collector Fee	0	0	0		
Discounts For Early Payments	0	0	0		
					
EXCESS/ (SHORTFALL)	$	(7,184)	$	-	$	-		

Lifestyle and Communication Management Agreement
This Lifestyle and Communication Agreement (“AGREEMENT”) is made this     day of 	 2025 between the Newfield Community Development District, a local unit of special-purpose government of the State of Florida created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended ("CLIENT" or “CDD”) and OnVie LLC (“COMPANY”).

SCOPE OF WORK (“Services”):

Lifestyle Management: COMPANY shall develop and oversee all aspects of the Newfield lifestyle program (community, farm, trails, town center) in accordance with the provisions outlined in this Agreement.
Lifestyle Curation and Budgeting: COMPANY shall design and plan annual lifestyle programs and annual budgets, subject to CLIENT’S direction and approval. All programming expenses approved by the CLIENT shall be at the expense of CLIENT and are not included in the COMPANY’S Monthly Management Fee (defined in Exhibit A). CLIENT shall approve and fund an annual programming budget sufficient to perform the approved lifestyle programs. The programs may be adjusted throughout the year based on feedback, CLIENT requests, and event success.
Planning and Implementation: COMPANY, through the onsite lifestyle team, shall facilitate event logistics, implementation, and administration of the approved lifestyle program.
Tracking Engagement and Participation: COMPANY shall provide program metrics to include event reconciliations (such as profit/loss), attendance tracking, and post event survey feedback.

Communications Management and Marketing: COMPANY shall provide the following for the communications and marketing plan.
Community Relations and Community-wide Communications:
Communications Plan and Administration: COMPANY shall create and launch a proactive resident communications plan, to include content and frequency to help ensure residents are informed and engaged. COMPANY shall design and administer the community’s e-newsletter and incorporate information from the CLIENT. CLIENT shall provide to COMPANY the contact information and email addresses for the residents within Newfield under this agreement, provided CLIENT has such information.
Lifestyle: COMPANY shall manage all aspects of lifestyle communications, which include website management, electronic correspondence, mail correspondence, flyers, and the like, subject to the terms of this Agreement.
Developer/Builder Relations: COMPANY shall manage the ongoing proactive communication to the residents on behalf of builders/developer,CLIENT and HOA. COMPANY shall create a mass email template to be used specifically for builders/developer to keep the residents informed of important updates. COMPANY shall coordinate with the builders/developer on frequency of communications,

copywriting and messaging, and distribute communications to the community on behalf of the builders/developer. The CLIENT shall approve of any communication prior to its publication. CLIENT is responsible for providing content for the emails.
Resident Welcome Program: COMPANY shall create and launch a welcome program in coordination with CLIENT to include communications and orientation for new residents. COMPANY shall draft a welcome packet for CLIENT review and approval.
Resident Correspondence: COMPANY will review and respond to all resident inquiries and suggestions in a timely manner.
Tools: COMPANY shall provide the community e-newsletter, social media post creation for marketing purposes, social media group management, and landing page for community events, if applicable. COMPANY shall create lifestyle calendars and event advertisements for the approved lifestyle programs.
Community-wide Survey: COMPANY shall deploy and analyze a community-wide lifestyle survey, at least annually, to gauge resident interests.

Marketing:
Marketing the Community: COMPANY shall coordinate with CLIENT to highlight the full breadth of the approved lifestyle programs to help CLIENT’s marketing/sales team(s) showcase the lifestyle to prospects. COMPANY shall meet with CLIENT’s marketing team routinely and as requested.
Social Media: COMPANY shall provide copy and images for social media posts to CLIENT’s marketing team to help showcase the lifestyle of the community to prospects.
Marketing Collateral to Showcase Lifestyle: COMPANY shall provide marketing collateral, such as event calendars and lifestyle program overviews, for CLIENT’s marketing/sales team(s) to utilize.
Trainings for Sales Team: COMPANY shall attend CLIENT sales meetings, as requested, to train the sales representatives on the importance of lifestyle as a sales tool, keep them abreast of upcoming events, and share success stories from the program.

The attached General Terms and Conditions to Lifestyle and Communication Management Agreement are incorporated into this Agreement reference and expressly made a part hereof.
Agreed and Accepted:

Chair	Date
Newfield Community Development District

Monaca S. Onstad, President/CEO	Date OnVie LLC

Exhibit "A"
One-time Setup Fee: The setup fee shall be wavied.

Monthly Management Fee: The monthly fee for the services outlined is $5,500 per month plus lifestyle director salary as stated below in Payroll Expense Reimbursement. Monthly Fees shall be due and payable via ACH on the first day of each month commencing on the date of November 1, 2024.

Payroll Expense Reimbursement: COMPANY shall recruit, hire, train, and manage the onsite lifestyle management team on behalf of CLIENT. CLIENT shall reimburse COMPANY for the team’s wages plus burden rate of 25%; provided however, the wages, and any change in the wages, shall be subject to approval of the CLIENT. The CLIENT agrees to offer competitive wages. The CLIENT agrees to pay the COMPANY one month in advance of actual payroll. COMPANY shall submit monthly invoices, which invoices shall provide the monthly gross wages per team member plus burden rate of 25%.

Resource Costs: Should COMPANY need to provide the following resources, the related expenses shall be charged to and become a cost of the CLIENT and shall be reimbursed to COMPANY.

Event and E-Newsletter Software	actual cost
Domain Names and Web Hosting	actual cost
Landing Page or Websites	actual cost Printing Supplies for Marketing/Sales Materials, etc. actual cost Postage	actual cost
Bulk Mailings	actual cost

OnVie LLC, a Florida limited liability company
GENERAL TERMS AND CONDITIONS TO LIFESTYLE AND COMMUNICATIONS MANAGEMENT AGREEMENT

These General Terms and Conditions to Lifestyle and Communications Management Agreement (these “Terms and Conditions”) are made part of the Agreement prepared by OnVie LLC, a Florida limited liability company (“Company”), for the CLIENT as identified in the Agreement. The Agreement and these Terms and Conditions shall be read and interpreted as a single document; provided, however, that these Terms and Conditions shall control in the event there is overlapping subject matter or a conflict between the Agreement and these Terms and Conditions. The Agreement and the Terms and Conditions, together, are hereinafter referred to as the “Contract”. Any capitalized term not defined in these Terms and Conditions shall have the meaning ascribed to such term in the Agreement.
Fees. In consideration of Company’s Services, CLIENT shall pay to Company all fees set forth in the Agreement (“Fees”). The Fees and Reimbursable Expenses under the Contract shall be due and payable within thirty (30) days after receipt of an invoice for such Fees. Payments received more than five (5) business days after the due date therefor shall be subject to a $25 late fee. Upon each Renewal Term, the Monthly Management Fee shall be subject to an annual increase based upon the increase in the Consumer Price Index applicable to Martin County, Florida (if any), which increase shall not exceed five percent (5%) of the Monthly Management Fee for previous Term.

Reimbursable Expenses. All fees are exclusive of reimbursable expenses including, without limitation, printing, photographic reproduction, postage and courier service, travel and lodging, purchase of food, event supplies, entertainment, equipment rental, or tickets or transportation and other costs incurred in the performance of the Services unless otherwise stated herein (“Reimbursable Expenses”). Automobile mileage will be charged at the rate the then current mileage rate as established by the Internal Revenue Service for the use of a private car driven for business use. Reimbursable Expenses shall be charged to CLIENT at the actual cost of the Reimbursable Expenses plus ten percent (10%). Company shall invoice CLIENT for Reimbursable Expenses, and CLIENT shall promptly pay such invoices for Reimbursable Expenses within thirty (30) business days of receipt of such invoice.

General Payment Obligations. Time is of the essence with respect to CLIENT’s payment obligations. Amounts unpaid for a period of thirty (30) days after the invoice date will bear interest at a rate of 1.5% per month or the highest rate permissible by law, whichever is less. Delinquent invoices outstanding may result, at the option of Company, in Services being stopped at that time and not resumed until all such invoices have been paid. CLIENT’s failure to make payment due to Company hereunder shall be a significant failure by CLIENT and shall be grounds for termination of the Contract at Company’s option, subject to any applicable notice and cure period. CLIENT shall not withhold amounts from Company’s compensation to impose a penalty or liquidated damages on Company, or to offset sums alleged to be due to CLIENT by Company.

Term and Termination of Contract. The initial term of this Contract shall commence on the date the Agreement is executed by CLIENT and shall continue thereafter for a period of one (1) year (the “Initial Term”). Upon expiration of the Initial Term, this Contract shall automatically renew for successive one (1) year terms unless CLIENT provides written notice of nonrenewal to Company at least thirty (30) days prior to the end of the then-current term for any or no reason (each a "Renewal Term" and together with the Initial Term, the "Term"), or unless sooner terminated as provided in the Contract. If the Term is renewed for any Renewal Terms pursuant to this Section, the terms and conditions of this Contract during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Fees payable hereunder by CLIENT during the applicable Renewal Term as set forth in Section 1 of these Terms and Conditions. If CLIENT provides timely notice of its intent not to renew this Contract, then, unless otherwise sooner terminated in accordance with its terms, this Contract shall terminate on the expiration of the then-current Term.

Termination for Cause. Either party (the “Non- Defaulting Party”) may terminate this Contract before the expiration date of the Term on written notice to the defaulting party (the “Defaulting Party’): (i) if the Defaulting Party materially breaches any provision of this Contract and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Defaulting Party within thirty (30) days after the Defaulting Party’s receipt of written notice of such breach; (ii) upon the occurrence of a Force Majeure Event that lasts longer than ninety
(90) days; or (iii) if the Defaulting Party (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.

Termination for Convenience. Either party shall have the right at any time, for its convenience and without cause, to terminate this Contract by giving the other party thirty (30) days’ prior written notice. Upon a party’s giving of such notice, Company shall immediately cease performing Services under this Contract, and Company shall be compensated for all the Services performed up until the termination date, together with all Reimbursable Expenses, and all expenses directly attributable to termination for which Company is not otherwise compensated. In the event that CLIENT terminates this Contract for convenience, CLIENT shall pay to Company an early termination fee equal to one (1) months’ Monthly Management Fee as liquidated damages, and not as a penalty (the “Termination Fee”). CLIENT shall pay the Termination Fee to Company without notice, presentment, or demand, and within five (5) business days of serving its written notice of termination to Company in accordance with this Section.

4899-0379-1380.2

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS CONTRACT OR PERFORMANCE OF SERVICES, REGARDLESS OF
(A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF, ON AN AGGREGATE BASIS, (i) THE TOTAL OF THE AMOUNTS PAID TO COMPANY PURSUANT TO THIS CONTRACT IN THE TWELVE-MONTH (12-MONTH) PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (ii) THE AMOUNT OF ALL DEDUCTIBLES APPLICABLE TO COMPANY’S INSURANCE POLICY OR POLICIES APPLICABLE TO SUCH CLAIM PLUS THE AMOUNT OF INSURANCE PROCEEDS PAID OR PAYABLE UNDER SUCH INSURANCE POLICY OR POLICIES APPLICABLE TO SUCH CLAIM.
CLIENT’S Indemnification. To the fullest extent permitted by law, CLIENT shall defend at CLIENT’s expense, indemnify, and hold harmless Company and its affiliates and subsidiaries, and their respective members, managers, officers, directors, agents, representatives, and employees (collectively, the “Company Indemnified Parties”) against, for, and from any and all third-party liabilities, losses, damages, injuries, deaths, demands, judgments, actions, claims, suits, costs, and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “Company Indemnity Claims” and, individually, each a “Company Indemnity Claim”), caused in whole or in part by, based on, resulting from, or arising out of: (a) any negligence, recklessness, or intentional wrongful conduct of CLIENT, or its affiliates, or their respective officers, directors, agents, representatives, employees, consultants, contractors, subcontractors, or suppliers; (b) any act or omission by CLIENT in the performance of its obligations under the Contract; and/or (c) any breach by CLIENT of the Contract. CLIENT may not settle or compromise any claim or consent to the entry of any judgment with respect to which Company Indemnified Parties are seeking indemnification hereunder in a manner that adversely affects the Company Indemnified Parties without the Company Indemnified Parties’ prior written consent. This Section shall survive the expiration or earlier termination of the Contract. Notwithstanding the foregoing, the Company agrees that nothing in the Agreement shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in Section 768.28, Florida Statutes, or other law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.

Company’s Indemnification. To the fullest extent permitted by law, Company shall defend at Company’s expense, indemnify, and hold harmless CLIENT and its officers, directors, staff, agents, representatives, and employees (collectively, the “CLIENT Indemnified
4899-0379-1380.2

Parties”) against, for, and from any and all third-party liabilities, losses, damages, injuries, deaths, demands, judgments, actions, claims, suits, costs, and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “CLIENT Indemnity Claims” and, individually, each a “CLIENT Indemnity Claim”), caused in whole or in part by, based on, resulting from, or arising out of: (a) any negligence, recklessness, or intentional wrongful conduct of Company, or its affiliates, or their respective officers, directors, agents, representatives, employees, consultants, contractors, subcontractors, or suppliers; (b) any act or omission by Company in the performance of its obligations under the Contract; and/or (c) any breach by Company of the Contract. Company may not settle or compromise any claim or consent to the entry of any judgment with respect to which CLIENT Indemnified Parties are seeking indemnification hereunder in a manner that adversely affects the CLIENT Indemnified Parties without the CLIENT Indemnified Parties’ prior written consent.

CLIENT’s Insurance. During the Term of this Contract, CLIENT shall either (i) maintain a self-insurance program sufficient to provide the following coverages and limits or (ii) procure and maintain the following insurance coverage, at a minimum, with such insurance companies, issued upon such forms, and containing such terms as are reasonably acceptable to Company: (i) commercial general liability insurance with limits not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in the aggregate; (ii) to the extent required, workers’ compensation Insurance as required by applicable laws;
(iii) to the extent applicable, employer’s liability with limits not less than Five Hundred Thousand Dollars ($500,000) combined single limit per occurrence; (iv) to the extent applicable, automobile liability covering all vehicles used in connection with the Contract (if any) in an amount of no less than One Million Dollars ($1,000,000) combined single limit, and (vii) any other insurance and/or bonds required by applicable laws. CLIENT’s insurer(s) shall be rated A- (or better) by A.M. Best. CLIENT shall cause the required insurance policies to be endorsed to provide that such coverage shall not be cancelled or reduced without thirty (30) days’ advance written notification to Company from the carrier(s). Upon request, CLIENT shall provide to Company evidence acceptable to Company that CLIENT maintains the insurance required hereunder. The amount of insurance carried in compliance with the above requirements is not to be construed as either a limitation on or satisfaction of the indemnification obligations in the Contract.

Company’s Insurance. During the Term of this Contract, Company shall procure and maintain the following insurance coverages: (i) commercial general liability insurance with limits not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in the aggregate;
(ii) to the extent required, workers’ compensation Insurance as required by applicable laws; (iii) to the extent required, employer’s liability with limits not less than Five Hundred Thousand Dollars ($500,000) combined single limit per occurrence; and (iv) any other insurance and/or bonds required by applicable laws. In the event CLIENT requires Company to maintain coverages, limits, or requirements beyond those required in this Section, CLIENT shall pay to Company, as a Reimbursable Expense subject to Section 2 above, any additional costs or expenses incurred by Company to

procure and maintain such additional coverages, limits, or requirements.

Confidentiality. From time to time during the Term of this Contract, either Party (the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party") information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information. The Receiving Party shall:
(A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Contract; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Contract or as may be required under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. This Section shall survive the expiration or termination of the Contract and remain in effect for a period of two (2) years after the expiration or earlier termination of the Contract. Nothwithstanding the prior provisions, Company acknowledges that CLIENT is governed by Chapter 119, Florida Statutes, and may be required to release Confidential Information as required by Florida law. CLIENT agrees to provide notice to Company of the receipt of a records request, and Company has two (2) business days to notify the CLIENT of a lawful exemption which would prohibit the release of such Confidential Information. If a lawful exemption is not provided to the Client within two (2) business days, the CLIENT may move forward with the release of any requested Confidential Information without liability to the Company.

Non-Solicitation. CLIENT understands and acknowledges that Company has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to Company. CLIENT agrees and covenants not to directly or indirectly solicit, hire, or recruit for its own benefit or the benefit of any other person, or so attempt to solicit, hire, or recruit, any employee of Company or any employee who has been employed by Company in the twelve (12) months before the expiration or termination of the Term (collectively, "Covered Employee"), or induce any Covered Employee to terminate their employment for twenty-four (24) months immediately following the expiration or
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termination of the Term, regardless of the reason for the termination, whether voluntary or involuntary ("Restricted Period”). This non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, and Twitter, and any other social media platform, whether or not in existence at the time of entering into this Contract. CLIENT acknowledges that Company will suffer damages if CLIENT violates this Section, and the specific damages for such violation are difficult to determine at this time, but the parties agree that the liquidated damages specified herein represent a reasonable estimate of the damages Company will incur for each such violation and bear a reasonable relationship to Company’s risk of loss due to CLIENT’s violation. Accordingly, as liquidated damages, and not as a penalty, CLIENT shall pay to Company damages in an amount equal to: (i) six (6) months of the Covered Employee’s salary or six (6) months of the current Monthly Management Fees, whichever is greater, if the violation occurs during the Term of this Contract; or (ii) one (1) year of the Covered Employee’s salary, if the violation occurs after the expiration or termination of the Term and within the Restricted Period. “Salary”, as used in this Section, shall mean the Covered Employee’s most recent annual salary or compensation. Any liquidated damages shall be payable to Company by CLIENT upon demand by Company plus interest from the date of demand at the rate specified in Section 3 of this Contract. It is further mutually understood and agreed that, while the liquidated damages specified in this Section are Company’s sole monetary remedy for CLIENT’s violation of this Section, Company’s assessment of liquidated damages is intended to compensate Company solely for CLIENT’s violation of this Section and shall not release CLIENT from liability from any other breach of the requirements of the Contract. If the liquidated damages set forth herein are determined by a court or arbitrator(s) (as applicable) to be unenforceable as a result of a challenge by CLIENT or anyone claiming by, through or under CLIENT, CLIENT hereby consents and agrees that Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available relief. CLIENT acknowledges and agrees that: (i) Company’s Services to be rendered to CLIENT are of a special and unique character; (ii) that CLIENT will obtain knowledge and skill relevant to Company’s industry, methods of doing business, and marketing strategies by virtue of this Contract; and, (iii) that the restrictive covenants and other terms and conditions of this Contract are reasonable and reasonably necessary to protect the legitimate business interests of Company. This Section shall survive the expiration or termination of the Contract.

Disclaimer of Warranties. COMPANY MAKES NO WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO CLIENT, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS

FOR A PARTICULAR PURPOSE. COMPANY DOES NOT GUARANTEE ANY RESULTS OR OUTCOMES OF ITS SERVICES PROVIDED PURSUANT TO THIS CONTRACT.

Dispute Resolution. Any claim, dispute or other matter in question arising out of or related to this Contract or Company’s Services shall be subject to mediation as a condition precedent to binding dispute resolution. CLIENT and Company shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures in effect on the date of this Contract. A request for mediation shall be made in writing, delivered to the other party to this Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of an appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of forty-five (45) days from the date of filing, unless stayed for a longer period by written agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the Martin County, Florida, unless another location is mutually agreed upon in writing. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.
Any claim, dispute or other matter in question arising out of or related to this Contract subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in effect on the date of this Contract. A demand for arbitration shall be made in writing, delivered to the other party to this Contract, and filed with the person or entity administering the arbitration. The arbitration shall be held in Martin County, Florida, unless another location is mutually agreed upon in writing. A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Contract, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.
Either party, at its sole discretion, may consolidate an arbitration conducted under this Contract with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the
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arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. CLIENT and Company grant to any person or entity made a party to an arbitration conducted under this Contract, whether by joinder or consolidation, the same rights of joinder and consolidation as CLIENT and Company under this Contract. The provisions of this Section shall survive the termination of this Contract.
Notwithstanding the foregoing, any claims by Company for violations of Sections 12 or 13 of these Terms and Conditions or for injunctive relief, shall not be subject to the requirements of this Section 15. Any such claims shall be resolved in a court of competent jurisdiction located in Martin County, Florida.
Independent Contractor. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever, except as may be provided in this Contract or as may be necessary in performing the Services. Company shall be regarded as an independent contractor for all purposes. Nothing contained in this Contract shall be construed as creating an exclusive relationship between CLIENT and Company, and Company shall not be prohibited from providing the same, similar, or different Services for third-parties.

CLIENT’s Responsibilities. CLIENT shall designate one (1) individual who shall be authorized to direct Company on specific matters relating to this Contract and Company’s performance of its Services under this Contract. In the absence of any such designation, the CLIENT’s president shall have such authority. CLIENT shall be responsible for all operating expenses pertaining to the day-to-day operation of the community, including, without limitation, advertising and marketing costs, courier expenses (such as Federal Express, UPS), telephone, utilities, retail product expense, all operating supplies, laundry and uniforms, computer and software expenses, etc., that have not been factored into the Fees. CLIENT shall provide Company with the following as necessary for Company’s performance of its Services: (i) reasonable access and use of CLIENT’S facilities, including, without limitation, office space, programming, and similar items; (ii) monthly financials, annual budgets, and other financial documentation; (iii) member rosters, including, without limitation, names, emails, phone numbers, and addresses; and, (iv) access to applicable online databases utitlized in the management of the community, (v) home sales data and metrcs, (vi) any and all other information, documentation, and materials as may be reasonably requested by Company.

Marketing. Company may refer to CLIENT and its affiliates and subsidiaries in Company advertising and promotional materials, and CLIENT hereby consents, on its behalf as well as on behalf of its affiliates and subsidiaries, to Company referring to CLIENT by name in advertising and promotional materials. CLIENT, on its behalf and on behalf of its affiliates and subsidiaries, hereby grants Company an irrevocable license to use CLIENT’s and its affiliates’ and subsidiaries’ name, trademark, trade name, symbol, and any abbreviation or contraction thereof in any and all of Company’s advertising and promotional materials. CLIENT hereby consents to Company the use of photographs, videos, and other media captured during community events and programs for any lawful purpose, including but not limited to advertising, marketing, promotion, and social media content.
Public Records. Company understands and agrees that all documents of any kind provided to the District in connection with the Contract may be public records, and, accordingly, Company agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Company acknowledges that the designated public records custodian for the District is Andrew Karmeris (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Company 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 Company 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 Company’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 Company, the Company 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 COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 630-4922; AKARMERIS@SDSINC.ORG; OR 2501A BURNS ROAD, PALM BEACH GARDENS, FLORIDA 33410.

Compliance with E-Verify Requirements. The Company shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, Company shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees and shall comply with all requirements of Section 448.095, Florida Statutes, as to the use of subcontractors. The District may terminate the Contract immediately for cause if there is a good faith belief that the Company has knowingly violated Section 448.091, Florida Statutes. By entering into the Contract,

7357 Internationl Pl, Ste. 102 | Sarasota, Florida 34240
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the Company represents that no public employer has terminated a contract with the Company under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of the Contract.
Compliance with Section 20.055, Florida Statutes. The Contractor agrees to comply with Section 20.055(5), Florida Statutes, to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing pursuant to such section, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes.

Anti-Human Trafficking Affidavit. The Company acknowledges and agrees that it shall execute and return the form of the Anti-Human Trafficking Affidavit enclosed as an appendix to this Contract with the executed Contract.

Notice. Any notice, payment, demand or communication required or permitted to be delivered or given by the provisions of this Contract may be made by email and shall be deemed to have been effectively delivered or given and received as of the date and time that the email is sent, except for any notices, demands or communications relating to default, termination or dispute resolution, which must be personally delivered to the respective party to whom it is directed or sent by registered or certified mail, with postage and charges prepaid and addressed to the parties at the respective addresses set forth in the Contract, or to such other address as to which notice is given upon ten (10) days’ prior notice, and for any notice of default, termination or dispute resolution, such notice to Company shall additionally be sent to Erik M. Hanson, Esq., Shutts & Bowen LLP, 1858 Ringling Boulevard, Suite 300, Sarasota, Florida 34236.

Legal Fees. In the event that either party resorts to legal action to enforce the terms and provisions of the Contract, the prevailing party shall be entitled to recover the costs of such action so incurred, including, without limitation, reasonable attorney’s fees, from the non-prevailing party.

Cumulative Remedies. Company’s rights stated in the Contract are cumulative and not in limitation of any rights (i) granted in the Agreement or these Terms and Conditions, (ii) at law, or (iii) in equity.

Interpretation. Unless expressly provided otherwise, the terms “including”, “include”, and “includes” are not limiting, and whenever the word “including”, “include”, or “includes” is used in this Contract, it shall be deemed to be followed by the words “without limitation”. The headings in this Contract are for convenience only and are not intended to be part of, or to affect the interpretation of, this Contract. Which party prepared this Contract shall have no effect on their construction, interpretation or enforcement.

Assignment and Delegation. The Contract will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. However, neither the Contract nor any of the rights, interests, or obligations under the Contract may be assigned without the other party’s prior written

8

consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Company may assign this Contract to successor in interest by way of merger or acquisition and may delegate all or a portion of its obligations under this Contract to other individuals or entities acting as a subcontractor.

Choice of Law. This Contract and all related documents, and all matters arising out of or relating to this Contract, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Florida (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.

Entire Agreement. This Contract constitutes the sole and entire agreement of the parties with respect to the subject matter of this Contract, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter. The parties have not relied on any statement, representation, warranty, or agreement of the other party or of any other person on such party's behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Contract, and waive any rights or claims arising from any statements, representations, warranties, or agreements that conflict with or are in addition to those expressly contained in this Contract.

Amendment. No amendment to this Contract is effective unless it is in writing and signed by each party to this Contract.

Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, quarantine, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes, or blockades in effect on or after the date of this Contract; (f) national or regional emergency; and (g) any other similar events or circumstances beyond the reasonable control of the Impacted Party. The Impacted Party shall give reasonable notice to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section, either party may thereafter terminate this Contract upon ten (10) days' written notice.

Severability. The partial or complete invalidity of any provision of this Contract shall not affect the validity or the continuing force and effect of this Contract or its remaining provisions. If it is determined that any provision of this Contract violates any law, or is otherwise invalid or

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unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case this Contract shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing this Contract.

Waiver of Jury Trial. WITHOUT DEROGATION FROM ARBITRATION AS THE METHOD OF BINDING DISPUTE RESOLUTION, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS CONTRACT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

No Waiver. No waiver under this Contract is effective unless it is in writing, identified as a waiver to this Contract, and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Contract: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Contract; or (ii) any act, omission, or course of dealing between the parties.

Counterparts. This Contract may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of this Contract transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract.

9

Appendix

ANTI-HUMAN TRAFFICKING AFFIDAVIT (SECTION 787.06, FLORIDA STATUTES)

I am over eighteen years of age. The following information is given from my own personal knowledge.
I am an officer or representative with 	 (the “Nongovernmental Entity”). I am authorized to provide this affidavit on behalf of the Nongovernmental Entity.
The Nongovernmental Entity does not use coercion for labor or services as defined in section 787.06, Florida Statutes.
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.
Under penalties of perjury, I declare that I have read the foregoing Anti-Human Trafficking Affidavit and that the facts stated in it are true. FURTHER AFFIANT SAYETH NOT.
	, 20  		
Printed Name: 	  Company Name: 	 Title: 	 

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----------

Date Received:	8/15/2023 WA#:	23-6508301-001
CDD #:	NCDD

Plat#:	N/A

Work Authorization Type

□

0 Irrigation Withdrawal Plat
DRight-of-Way Use

t;Zlsurface Water Management DswM/Plat Combined OMaintenance Access

Name of Project: Newfield - Crossroads Phase 1A Parcel ID#:
Descrip ti on of Project: Construction of surface water management system to support Phase 1A of
Newfield's Crossroads village.

Anticipated Construction Start Date:_1_0_11_12_0_2_3	 Anticipated Construction Duration: _1_2_m_o_n_th_s	

Applicant Information
Name: Mattamy Palm Beach LLC, James FitzGerald Address: 2500 Quantum Lakes Drive, Suite 215
Boynton Beach, Florida 33426 Phone: (678) 316-6856
Email: james.fitzgerald@mattamycorp.com

Agent Information
Name: Michael Schwartz, P.E. Address: 1920 Wekiva Way #200
West Palm Beach, Florida 33411
Phone: (561) 845-0665
EmaiI: Michael.Schwartz@kimley-horn.com

!211 hereby authorize the above listed agent to represent me.
1211 grant the planning District permission to access the property for inspection. I fully understand that prior to the issuance of a work authorization and commencement of any development, all plans and detail plans must be reviewed and approved by the District.

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.

9/8/2023

Signature
James Fitzgerald

Date
Authorized Agent

	
Printed Name	Title

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District in connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations , use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on 	 to the following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications for Road and Bridge Construction Section 555 (latest version), Directional Bores and the FOOT Utilities Accomodation Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction.

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FDOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m. to 7 p.m. without prior written approval from the District Manager or District Chairman.

Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

For Surface Water Management Authorizations:

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43- 104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

All Customer's irrigation water service installations or changes shall be inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the CDD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

District Engineer Approval

Signature
Bob Higgins

9/8/2023

Date
President

	
Printed Name	Title

Board of Supervisors Approval

Not Applicable

Board Meeting Date

)
Newfield Community Development District Work Authorization

Date Received: 	 WA#:
COD#:	 NCDD	

Plat#:	 N/A	

□

Work Authorization Type

□

Irrigation Withdrawal Plat

Surface Water Management SWM/Plat Comblne<!­

0	Right-of-Way Use	Malntenance Access

Name of Project: Newfield Crossroads Phase 1A
ParcelID#=--------,--------------,----
Description of Project: The proposed development area consists mainly of single family residential with multifamily,
commercial, offices, and civic uses towards the center to the ncmh and south of Citrus Blvd. The
eastern portion of the project area north of Citrus Blvd and west of the turnpike is proposed to be Industrial development. Throughout the proposed development, wetlands, natural areas, and some farmland are proposed to be preserved.

Anticipated Construction Start Date: _.;..H_./""15"'"-1-/2;;;.c_z._3	_
1
Anticipated Construction Duration-:"""lo"'"/-'-1.../._ 2._0_2..;:;.1.\--'----

Applicant Information
Name: Mattamy Palm Beach LLC, James FitzGerald Address: 2500 Quantum Lakes Drive, Suite 215
Phone: (678) 316-6856
Email: James.fltzgerald@mattamycorp.com

Agent Information
Name: Kimley-Horn/ Michael F. Schwartz, P.E
Address: 1920 Weklva Way, Suite 200, West Palm Beach, Florida 33411-2410 Phone: (561) 404-7247
Email: mike.schwartz@kimley-horn.com

I hereby authorize the above listed agent to represent me.
I grant the planning District permission to access the property for inspection. I fully understand that prior to the Issuance of a work authorization and commencement of anv development, all

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures mu t be acco 1panled with an approved Resolution authorizing the individual to sign such applications.

Printed Name	Title	•

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, Its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District In connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations , use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not li;,1ited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so Incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial'and underground, are accurately shown on the plans and a letter of notification was mailed on 	 tothe following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications for Road and Bridge Construction Section 555 (latest version), Directional Bores and the FOOT Utilities Accomodation Manual.

The applica11t is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

S.   A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant· shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, Installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction.

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FDOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m, to 7 p.m. without prior written approval from the District Manager or District Chairman.

Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing,_ inspections and.assessment of re-inspection fees.

For Surface Water Management Authorizations:

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system Included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43- 104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for" stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified In the application for ihigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, In order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or Interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental Interference, acts of God or other causes beyond its control.

All Customer's Irrigation water service installations or changes shall be Inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

S.   The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

6.  The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to p rformance under or termination of the Company's agreement with the Customer and In such performance shall not be liable for trespass.

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the COD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

Robert W. Higgins, P.E	District Engineer
Printed Name	Title

Board of Supervisors Approval

Board Meeting Date

Date Received: WA#:

4/15/2024	Plat#:
	
 240311-42799	

CDD#:		

Work Authorization Type

□

0 Irrigation Withdrawal Plat
DRight-of-Way Use
N	f p •	Newfield Farm

lxJsurface Water Management DswM/Plat Combined OMaintenance Access

ame;ar:e \ ;:-4..,..3="'g=-4.,...,Q:-:O:-:O:-:O:-:O:-:O:-:O:-:O,....,l-=2,..,,0,-------------
Description of Project: -c·o-=-n-'-s-=-tru..;;...;:;c....;;t._.;;10....:n'-"-'o"'t;..ca;;;...g:;;_r-1to-u_n_s_m_pla-z_a_,-p aI-nt-11-1g_ru_·_e-as-,- 
and two farm operations buildings.
Anticipated Construction Start Date:-5-/1/-20-24----- Anticipated Construction Duration:-8 -m-on-ths-----
Applicant Information
Name: Mattruny Palm Beach LLC
Address: 2500 Quantum Lakes Drive, Suite 215 
Boynton Beach, FL 33426
Phone: (678) 316-6856
Email: james.fitzgerald@mattamyco1p.com

Agent Information
Name: Mike Schwartz/ Kimley-Hom
Address: 1920 Wekiva Way, Suite 200 
West Palm Beach, FT, 33411
Phone: (561) 267-9978
Email: mike.schwartz@kimlev-hom.com

IKJI hereby authorize the above listed agent to represent me.
IKJI grant the planning District permission to access the property for inspection. I fully understand
that prior to the issuance of a work authorization and commencement of any development, all plans and detail plans must be reviewed and approved by the District.

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.

I74Jc=Signat re
	James FitzGerald	

4/23/2024

Date

	Authorized Agent	

Printed Name	Title

Page 1 of 5

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District in connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations, use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on 	 tothe following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications for Road and Bridge Construction Section 555 (latest version), Directional Bores and the FOOT Utilities Accomodation Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

6,  A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction,

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FOOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m. to 7 p.m. without prior written approval from the District Manager or District Chairman.

Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

For Surface Water Management Authorizations:

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43- 104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

All Customer's irrigation water service installations or changes shall be inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the CDD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

4/23/2024

Date
Bob Higgins, PE	CDD Engineer
Printed Name	Title

Board of Supervisors Approval

Board Meeting Date

..
Newfield Community Development District Work Authorization

Date Received: WAIi:

4/15/2024	Plat#:
	
 240311-42799	

CDD#:		

□

Work Authorization Type O1rrigation Withdrawal
Plat
DRight-of-Way Use
N	f p • t	Newfield Farm

lxJsurface Water Management DswM/Plat Combined OMaintenance Access

ame ;arc J1 ,/-47e3:-:;3,-,4""0-=o-=o-=-o-=-oo=-o=-o=-1'""'2""'0=-------------
Description ofProject:-c--o..,_n.s..t.ru:'-'----c"'t1.o...n......o.""'t--a""g---n-t-o_u_n_s_m_p...,l-az_a_,-.p..1.-a-n"'"tm_g_ar_e_a-s,- and  two  farm operations buildings.
Anticipated Construction Start Date: 5/1/2024
-=''--'--------
Anticipated Construction Duration: _8_m_o_n_th_s	

Applicant Information
Name: Mattamv Palm Beach LLC
Address: 2500 Quantum Lakes Drive, Suite 215
Boynton Beach, El, 33426
Phone: (678) 316-6856
Email:  james.fitzgerald@rnattamycom.com

Agent Information
Name: Mike Schwartz/ Kimley-Hom Address: 1920 Wekiva Way. Suite 200
wgst PgJro ,cb ET. 3341 J
Phone: (5 1) 2 7-9 7	'
Email:  mi.ke.schwartz(a)kimler-horn.com

1K]I hereby authorize the above listed agent to represent me.
I grant the planning District permission to access the property for inspection. I fully understand that prior to the issuance of a work authorization and commencement of any development, all plans and detail plans must be reviewed and approved by the District.

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.

4/23/2024
Date

James FitzGerald	Authorized Agent Printed Name		Title

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingressor egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District in connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations , use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed In the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on 	 tothe following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications for Road and Bridge Construction Section 555 {latest version), Directional Bores and the FOOT Utilities Accomodotion Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections, Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction,

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FDOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m, to 7 p.m. without prior written approval from the District Manager or District Chairman.

12,  Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

. )

Newfield Community Development District Work Authorization
For Surface Water Management Authorizations:

1,  Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed,

2.  A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43- 104896-P,

3,  The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water Is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

3,   The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or Interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

4.  All Customer's irrigation water service installations or changes shall be Inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

5,   The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

,·,< I
.,	j

Newfield Community Development District Work Authorization

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the retL1rn of the Surface Water Deposit and acceptance of any infrastructure by the CDD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

"""'"'"''"'"·;	

 o-"--atur-H-'-  - 

Bob Higgins, PE	CDD Engineer
Printed Name	Title

Board Meeting Date

Date Received: WA#:
CDD#:

-Au-gus-t 1-9, 2-02-4

-----

Plat#:		

Work Authorization Type

□

01rrigation Withdrawal
Plat
DRight-of-Way Use

lZlsurface Water Management DswM/Plat Combined 0Maintenance Access

Name of Project: Newfield Soulh Trailhead #1
Parcel ID#: os-3s.•0-ooo-ooo-00010-1
Description of Project: Conslrucl 8 serri,pe,viouspafking lot for Bee8S! to existing trait networks in the Newfield Development

Anticipated Construction Start Date: October 1, 2024
Anticipated Construction Duration: _3_ _ •_k •	_

Applicant Information
Name: Mallamy Palm Beach LLC, James FitzGerald
Address: 2500 Ouanlum Lakes Drive, Suite 215 Boynton Beach, Florida 33426

Phone: (678) 316-6856
EmaiI: James.fitzgerald@maltamycorp.com

Agent Information
Name: Shaun G. MacKenzie, PE
Address: 1172 SW 301h Slreet Suile 500 Palm City, Fl 34990
Phone: 112-286-8030
Email: shaun@mackenzleengineeringinc.com
chris@mael:e,nieengineeringinc.com

I hereby authorize the above listed agent to represent me.
l:7.11grant the planning District permission to access the property for Inspection. I fully understand that prior to the issuance of a work authorization and commencement of any development, all plans and detail plans must be reviewed and approved by the District.

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.
Printed Name	Title

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District In connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations , use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District Is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities loc;ated in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that It enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

7,	This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the locatlon of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on 	tothfeollowing utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications far Road and Bridge Constmction Section 555 (latest version), Directional Bares and the FDOT Utilities Accomodation Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction.

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

Ail work in the public right-of-way for the District compliance with the requirements of the District Engineer, FOOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

11,	Work in the District right-of-way is only permitted during the hours of 7 a.m. to 7 p.m. without prior written approval from the District Manager or District Chairman.

12.  Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

For Surface Water Management Authorizations:

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit 1143- 104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for Irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjl1stments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

All Customer's irrigation water service installations or changes shall be inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the COD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

District Engineer Approval

J.

oat// 
Pre-- r	e.nf-
Title

Board of Supervisors Approval

Board Meeting Date

Date Received:  August 15, 2024
WA#:	--5'.'.---,.,	
COD#:

Plat#:

Work Authorization Type

□

01rrigation Withdrawal
Plat
IDRight-of-Way Use

@surface Water Management
DswM/Plat Combined
D Maintenance Access

Name of Project: Newfield North Trallhead #2
Parcel ID#: ...,...o.000.000-00010-1
Description of Project: CQnslrucl a geml•pervlouspalidnglot'°' accets lo exislingtrallne1'.YorksIn lhetNeY1field Development

Anticipated Construction Start Date: September 1, 2024
Anticipated Construction Duration: _,_w_oe_k_• 	 _

Applicant Information
Name: Mallomy Palm Beach LLC, James Flt.?Gerald
Address: 2500 QuantumLakes Drive, Suile 215
Boynton Beach, Florida 33426
Phone: 1s1e) 316-6B56
EmaiI: james.fitzgerald@mellamycorp.com

Agent Information
Name: Shaun G. MacKenzie, PE
Address: 1172 SW3oth Slreet Suite 500 Palm City, Fl 34990
Phone: 112-2as-eo30
EmaiI: shaun@mackenzieengineeringlnc.com chris@macbnzieengineeringinc.com

I hereby authorize the above listed agent to represent me.
I grant the planning District permission to access the property for Inspection. I fully understand that prior to the issuance of a work authorization and commencement of any development, all plans and detail plans must be reviewed and approved by the District.

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.

Signature

Printed Name	Title

)

Newfield Community Development District Work Authorization
GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District in connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations, use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District, its officers, its employees, and Its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONSARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on 	 to the following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications for Rood and Bridge Construction Section 555 {latest version), Directional Bores and the FOOT Utilities Accomodation Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction.

	All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FDOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m. to 7 p.m. without prior written approval from the District Manager or District Chairman.

Original copies of all District Issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

For Surface Water Management Authorizations:

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43· 104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

1,   Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

4,  All Customer's irrigation water service installations or changes shall be inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

Additional Special Conditions:

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the CDD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

( /

r/ate	'

Board of Supervisors Approval

Board Meeting Date

PC€..sc d.,.eA"f 
Title

Date Received:
WA#:

0

COD#:

  3/17/2024	

NCDD

Plat#:		

□

Work Authorization Type

□

Irrigation Withdrawal Plat
0	Right-of-Way Use

Surface Water Management SWM/Plat Combined Maintenance Access

□

□

Name of Project: Newfield Town Center Parcel ID#:

Description of Project: The proposed development area consists of a proposed town center including paved
areas, buildings, and accommodations for future development.

Anticipated Construction Start Date: 	 Anticipated Construction Duration: 	

Applicant Information
Name: Mattamy Palm Beach LLC, Jason Corp
Address: 2500 Quantum Lakes Drive, Suite 215 Boynton Beach, Florida 33426 Phone: (407) 739-3059
Email: jason.corp@mattamycorp.com

Agent Information
Name: Kimley-Horn/ Lisa M. Hill
Address: 1920 Wekiva Way, Suite 200, West Palm Beach, FL 33411 Phone: 561-840-0205
Email: lisa.hill@kimley-horn.com

I hereby authorize the above listed agent to represent me.
I grant the planning District permission to access the property for inspection. I fully understand that prior to the issuance of a work authorization and commencement of anv development, all plans and

When a Corporation submits an application, it must be signed by an officer of the corporation. Corporation signatures must be accompanied with an approved Resolution authorizing the individual to sign such applications.

Signature	Date

Printed Name	Title

GENERAL CONDITIONS ARE AS FOLLOWS:

In the event the NEWFIELD COMMUNITY DEVELOPMENT DISTRICT ("District") wishes to obtain ingress or egress to its easement and/or right-of-way for the purpose of maintenance of District works, the removal and reinstallation of any construction permitted hereunder shall be at Applicant's expense.

Page 1 of 5

In undertaking any of the activities contemplated by this Work Authorization, the Applicant hereby agrees to comply with all Federal, State and local statutes, laws, rules and regulations governing such activities including but not limited to, water quality standards for off-site discharges; and to abide by all terms and conditions of any permit or other approval issued by any agency exercising regulatory jurisdiction over such activities.

The applicant, by acceptance of the Work Authorization, covenants and agrees that the District, its officers, its employees, and its agents, shall be promptly indemnified, defended, protected, exonerated, and saved harmless by the applicant from and against all expenses, liabilities, claims, demands and proceedings, including reasonable attorney's fees in defense of such matters, incurred by or imposed on said District in connection with any claim proceeding, demand, administrative hearing, suit, appellate proceeding, or other activity, including unfounded or "nuisance" claims, in which the District may become involved, or any settlement thereof, arising out of any activities, operations, use or occupancy by the applicant, or by any and all of the applicant's agents, contractors, employees, or anyone for whom applicant may be responsible, under this Work Authorization, including but not limited to use of canal water for irrigation purposes; damage to landscaping; paint damage to automobiles, buildings, or other structures; liability for charges, fees, assessments, fines, and penalties levied by any agency exercising regulatory jurisdiction over any of the activities contemplated by this Work Authorization; and any property dam- age or personal injuries, fatal or non-fatal, of any kind or character. The applicant further agrees that any such expense so incurred by the District may be recovered by the District through offset against any claim for reimbursement or other charge that the applicant may assert as due from the District. If any such expense so incurred by the District is not paid upon demand and is placed in the hands of an attorney for collection by suit or other- wise, the applicant hereby agrees to pay all costs of collection and litigation, including, but not limited to reasonable attorney's fees.

By undertaking the construction allowed under this Work Authorization, the applicant agrees and under- stands that it is solely responsible for, and shall indemnify and hold the District , its officers, its employees, and its agents harmless from, (1) any and all restoration of District owned or controlled properties and facilities required as a result of such construction, and (2) any and all claims of third parties who currently have facilities located in District owned or controlled property and which facilities are damaged as a result of such construction.

The applicant agrees and understands that it enters upon the District's property at its own risk and that the District does not make any representations or warranties as to the condition of the property. The applicant shall not store any personal property on the District's property. The applicant shall only enter upon the District's property for the purposes set forth in this Work Authorization.

Applicant shall also comply with Standard Conditions listed in the Policies and Procedures Manual and project specific Special Conditions.

This work authorization may be terminated at any time for any cause immediately upon written notice to the applicant by the District by U.S. Mail, facsimile transmission, or hand delivery.

SPECIAL CONDITIONS ARE AS FOLLOWS:

For Right-of-Way Use Authorizations:

Page 2 of 5

The Applicant declares that prior to filing this application, the location of all existing utilities that it owns or has interest in, both aerial and underground, are accurately shown on the plans and a letter of notification was mailed on
		 tothe following utilities known to be involved or potentially impacted in the area of the proposed installation.

All directional bores shall be in accordance with the FOOT Standard Specifications far Road and Bridge Construction Section 555 (latest version), Directional Bores and the FOOT Utilities Accomodation Manual.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

The Applicant, at their sole expense, shall restore all portions of the public utility systems disturbed or impaired during the maintenance, modification, relocation, or removal of the permitted facility and the District shall accept no responsibility.

A minimum of 2 business days prior to commencement of activity within the District right-of-way, the Applicant shall notify the District Engineer.

A preconstruction meeting is required, Applicant must contact the District Engineer to schedule the meeting. Meetings are scheduled on a first come first served basis and may not be available on the dates/times requested by Applicant. Applicant shall not perform any work in the right-of-way prior to the pre-construction meeting with the District.

A minimum of twenty-four (24) hours' notice to the District Engineer shall be given for scheduling of all tests and inspections. Scheduling is prioritized on a first come -first served basis and may not be available for the time requested. The Applicant's Engineer of Record is required to be present for all inspections and tests unless otherwise agreed upon by the Applicant and the District.

All materials, installations, and methods of work in the public right-of-way shall be in accordance with the applicable District and applicable utility service provider's minimum standards for materials, specifications, and construction.

All work or activity within the District right-of-way shall require a valid right-of-way permit. Applications shall include a maintenance of traffic plan, where applicable.

All work in the public right-of-way for the District compliance with the requirements of the District Engineer, FOOT Standard Details, MUTCD, and Occupational Safety and Health Administration. Failure to comply shall result in the immediate cessation of operations and the removal of project- related obstructions from the right-of-way until compliance is achieved.

Work in the District right-of-way is only permitted during the hours of 7 a.m. to 7 p.m. without prior written approval from the District Manager or District Chairman.

Original copies of all District issued permits required for the project shall be maintained on site and subject to inspection without advance notice. Failure to maintain permits may result in the suspension of work, testing, inspections and assessment of re-inspection fees.

For Surface Water Management Authorizations:

Page 3 of 5

Lake banks intended to be turned over to the District for maintenance as part of the master surface water management system included in the authorized work shall be immediately sodded upon completion of excavation and grading of the banks to avoid erosion. Silt fencing shall be properly installed along the top of bank of all lakes following construction and shall be maintained by the applicant until such time as homes adjacent to the lake(s) are completed.

A Surface Water Management Work Authorization does not exempt the applicant from meeting all other applicable regulations and ordinances governing stormwater management systems including SFWMD Permit #43-104896-P.

The applicant is responsible for obtaining and complying with a National Pollutant Discharge Elimination System ("NPDES") permit for stormwater discharges associated with industrial activity from construction sites when required.

For Irrigation Authorizations:

Irrigation water service purchased from the District shall be used by the Customer only for the purposes specified in the application for irrigation water service and the Customer shall not sell or otherwise dispose of such irrigation water service supplied by the Disrict. The irrigation water is not suitable for domestic uses.

In no case shall a Customer, except with the written consent of the District, extend his lines across a street, alley, lane, court, property lines, avenue, or other way, in order to furnish irrigation water service for adjacent property through one meter, even though such adjacent property may be owned by him. In case of such unauthorized extension, re-metering, sale or disposition of service, Customer's irrigation water service is subject to discontinuance until such unauthorized extension, re-metering, sale or disposition is discontinued and full payment is made of bills for irrigation water service, calculated on proper classification and rate schedules and reimbursement in full made to the District for all extra expenses incurred for clerical work, testing, and inspections.

The District will, subject to force majeure, at all times use reasonable diligence to provide continuous irrigation water service, and provided it has used reasonable diligence, shall not be liable to the Customer for failure or interruption of continuous irrigation water service. The District shall not be liable for any act or omission caused directly or indirectly by strikes, labor troubles, accidents, litigation's, breakdowns, shutdowns for emergency repairs, or adjustments, acts of sabotage, enemies of the Unites States, State, Municipal or other governmental interference, acts of God or other causes beyond its control.

All Customer's irrigation water service installations or changes shall be inspected, at Customer's expense, upon completion by competent authority to ensure that Customer's piping, equipment, and devices have been installed in accordance with accepted standard practice and such local governmental or other rules as may be in effect.

The Customer shall exercise reasonable diligence to protect the Company's property on the Customer's premises, and shall knowingly permit no one but the Company's agents, or persons authorized by law, to have access to the Company's pipes and apparatus. In the event of any loss, or damage to property of the Company caused by or arising out of the carelessness, neglect or misuse by the Customer, the cost of making good such loss or repairing such damage shall be paid by the Customer. The Company may fine the Customer for tampering of Company's property.

The duly authorized agents of the Company shall have access at all reasonable hours to the premises of the Customer for the purpose of its installing, maintaining and inspecting or removing the Company's property, reading meters and other purposes incident to performance under or termination of the Company's agreement with the Customer and in such performance shall not be liable for trespass.

Additional Special Conditions:

Page 4 of 5

Schedule a preconstruction meeting with the District prior to the start of any construction. Meeting may be held jointly with the County and/or SFWMD.

All infrastructure intended to be turned over to the District must be inspected by the District as outlined on the attached list of District Required Inspections.

Prior to the return of the Surface Water Deposit and acceptance of any infrastructure by the CDD, items on the attached District Infrastructure Turnover Acceptance Checklist must be submitted to, and accepted by, the District.

District Engineer Approval

Signature	Date

Robert W. Higgins, P.E	District Engineer
Printed Name	Title

Board of Supervisors Approval

Board Meeting Date

Page 5 of 5

SUPPLEMENT TO INVESTMENT BANKING AGREEMENT DATED JANUARY 28, 2021 REGARDING BOND ISSUANCES BY NEWFIELD COMMUNITY DEVELOPMENT DISTRICT
March 26, 2025 Board of Supervisors
Newfield Community Development District Dear Supervisors:
MBS Capital Markets, LLC (“Underwriter”) and the Board of Supervisors of the Newfield Community Development District (“District”) entered into an Investment Banking Agreement effective January 28, 2021 (“Agreement”) wherein the District engaged the Underwriter to provide investment banking services for the District. The purpose of this letter is to supplement the Agreement by specifying the particular planned transaction currently being contemplated by the District for which such investment banking services are to be provided by the Underwriter.
The District is considering the issuance of its Capital Improvement Revenue Bonds, Series 2025 for the purpose of acquiring/constructing additional public infrastructure improvements within the District. It is the District’s intent to engage the Underwriter to provide investment banking services for this transaction.
The scope of services to be provided in a non-fiduciary capacity by the Underwriter for this transaction will include those listed below.

Advice regarding the structure, timing, terms, and other similar matters concerning the particular municipal securities described above.
Preparation of rating strategies and presentations related to the issue being underwritten.
Preparations for and assistance with investor “road shows,” if any, and investor discussions related to the issue being underwritten.
Advice regarding retail order periods and institutional marketing if the District decides to engage in a negotiated sale.
Assistance in the preparation of the Preliminary Official Statement, if any, and the Final Official Statement.
Assistance with the closing of the issue, including negotiation and discussion with respect to all documents, certificates, and opinions needed for the closing.
Coordination with respect to obtaining CUSIP numbers and the registration with the Depository Trust Company.
Preparation of post-sale reports for the issue, if any.

Member: FINRA/SIPC

Structuring of refunding escrow cash flow requirements, but not the recommendation of and brokerage of particular municipal escrow investments.
All other terms of the Agreement shall remain in effect, including specifically the Disclosures Concerning the Underwriter’s Role Required by MSRB Rule G-17 which is again being provided in Exhibit A hereto. By execution of this supplement to the Agreement you are acknowledging receipt of the same.

This supplement to the Agreement shall be effective upon your acceptance and shall remain in effect until such time as the financing described herein has been completed or the Agreement is terminated as provided in Section 3 of the Agreement.

Sincerely,
MBS Capital Markets, LLC

Brett Sealy Managing Partner

Approved and Accepted By:		

Title:		

Date:		

EXHIBIT A

Disclosures Concerning the Underwriter’s Role

MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.
The underwriter’s primary role is to purchase the Bonds with a view to distribution in an arm’s-length commercial transaction with the Issuer. The underwriters has financial and other interests that differ from those of the District.
Unlike a municipal advisor, the underwriter does not have a fiduciary duty to the District under the federal securities laws and are, therefore, is required by federal law to act in the best interests of the District without regard to their own financial or other interests.

The underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price but must balance that duty with their duty to sell the Bonds to investors at prices that are fair and reasonable.
The underwriter will review the official statement for the Bonds in accordance with, and as part of, its respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction.

Disclosure Concerning the Underwriter’s Compensation

The underwriter will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter may have an incentive to recommend to the District a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary.

Conflicts of Interest

The Underwriter has not identified any additional potential or actual material conflicts that require disclosure including those listed below.

Payments to or from Third Parties. There are no undisclosed payments, values, or credits to be received by the Underwriter in connection with its underwriting of this new issue from parties other than the District, and there are no undisclosed payments to be made by the Underwriter in connection with this new issue to parties other than the District (in either case including payments, values, or credits that relate directly or indirectly to collateral transactions integrally related to the issue being underwritten). In addition, there are no third-party arrangements for the marketing of the District’s securities.

Profit-Sharing with Investors. There are no arrangements between the Underwriter and an investor purchasing new issue securities from the Underwriter (including purchases that are contingent upon the delivery by the District to the Underwriter of the securities) according to which profits realized from the resale by such investor of the securities are directly or indirectly split or otherwise shared with the Underwriter.

Credit Default Swaps. There will be no issuance or purchase by the Underwriter of credit default swaps for which the reference is the District for which the Underwriter is serving as underwriter, or an obligation of that District.
Retail Order Periods. For new issues in which there is a retail order period, the Underwriter will honor such agreement to provide the retail order period. No allocation of securities in a manner that is inconsistent with a District’s requirements will be made without the District’s consent. In addition, when the Underwriter has agreed to underwrite a transaction with a retail order period, it will take reasonable measures to ensure that retail clients are bona fide.

Dealer Payments to District Personnel. Reimbursements, if any, made to personnel of the District will be made in compliance with MSRB Rule G-20, on gifts, gratuities, and non-cash compensation, and Rule G-17, in connection with certain payments made to, and expenses reimbursed for, District personnel during the municipal bond issuance process.
Disclosures Concerning Complex Municipal Securities Financing

Since the Underwriter has not recommended a “complex municipal securities financing” to the Issuer, additional disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G-17.

CONSIDER APPROVAL OF PRELIMINARY SUPPLEMENTAL ENGINEER'S REPORT

TO BE DISTRIBUTED UNDER SEPARATE COVER

CONSIDER APPROVAL OF PRELIMINARY SUPPLEMENTAL ASSESSMENT METHODOLOGY REPORT

TO BE DISTRIBUTED UNDER SEPARATE COVER

RESOLUTION 2025-02
A RESOLUTION OF THE BOARD OF SUPERVISORS OF NEWFIELD COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $30,000,000 AGGREGATE PRINCIPAL AMOUNT OF NEWFIELD COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS, IN ONE OR MORE SERIES (THE “SERIES 2025 BONDS”); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2025 BONDS; APPOINTING AN UNDERWRITER; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE SERIES 2025 BONDS AND AWARDING THE SERIES 2025 BONDS TO THE UNDERWRITER NAMED THEREIN PURSUANT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2025 BONDS AND APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT AND THE APPOINTMENT OF A DISSEMINATION AGENT; PROVIDING FOR THE APPLICATION OF SERIES 2025 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2025 BONDS; APPOINTING A TRUSTEE, BOND REGISTRAR AND PAYING AGENT; PROVIDING FOR THE REGISTRATION OF THE SERIES 2025 BONDS PURSUANT TO THE DTC BOOK-ENTRY SYSTEM; DETERMINING CERTAIN DETAILS WITH RESPECT TO THE SERIES 2025 BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Newfield Community Development District (the “District”) is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), created by Ordinance No. 1150 of the Board of County Commissioners of Martin County, Florida, enacted on December 15, 2020 and effective on December 18, 2020; and
WHEREAS, the District was created for the purpose of financing and managing the acquisition, construction, installation, maintenance, and operation of community development facilities, services, and improvements within and without the boundaries of the District; and

WHEREAS, pursuant to Resolution No. 2023-03 adopted by the Board of Supervisors (the “Board”) of the District on February 10, 2023 (the “Master Bond Resolution”), the Board has authorized the issuance, sale and delivery of Bonds in an aggregate principal amount not to exceed $325,625,000 (the “Bonds”), to be issued in one or more Series of Bonds as authorized under a Master Trust Indenture (the “Master Indenture”) to be entered into between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), which Bonds were validated by final judgment of the Circuit Court of the Nineteenth Judicial Circuit of the State of Florida, in and for Martin County, Florida rendered on April 18, 2023, the appeal period for which has expired with no appeal having been taken; and
WHEREAS, the Board has determined to issue its Newfield Community Development District Special Assessment Revenue Bonds, in one or more Series (the “Series 2025 Bonds”), for the purpose, among others, of financing a portion of the Costs of the acquisition, construction and installation of assessable capital improvements (the “Series 2025 Project”) as more particularly described in the Supplemental Engineer’s Report, dated April 2025, and prepared by Higgins Engineering & Surveying, LLC (the “Engineer’s Report); and
WHEREAS, the Series 2025 Bonds shall constitute a Series of Bonds authorized by the Master Bond Resolution; and
WHEREAS, there has been submitted to the Board with respect to the issuance and sale of the Series 2025 Bonds:
a form of First Supplemental Trust Indenture (the “First Supplement” and, together with the Master Indenture, the “Indenture”), between the Trustee and the District attached hereto as Exhibit A;
a form of Bond Purchase Agreement with respect to the Series 2025 Bonds between MBS Capital Markets, LLC and the District attached hereto as Exhibit B (the “Purchase Contract”), together with the form of disclosure statements attached to the Purchase Contract in accordance with Section 218.385, Florida Statutes;
a form of Preliminary Limited Offering Memorandum attached hereto as Exhibit C (the “Preliminary Limited Offering Memorandum”);
a form of Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”), among the District, Mattamy Palm Beach LLC (the “Developer”), and Special District Services, Inc., as dissemination agent (the “Dissemination Agent”), attached hereto as Exhibit D; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Newfield Community Development District, as follows:
Section 1.  Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meanings ascribed to them in the Indenture.

Section 2.  Authorization. There are hereby authorized and directed to be issued the Series 2025 Bonds, in the aggregate principal amount of not to exceed $30,000,000, for the purpose, among others, of providing funds for the payment of all or a portion of the Costs of the Series 2025 Project. The Series 2025 Bonds shall be secured by the Series 2025 Trust Estate as provided in the Indenture. The purchase price of the Series 2025 Bonds shall be received and receipted by the District, or the Trustee on behalf of the District, and the Trustee shall apply the proceeds of the Series 2025 Bonds as set forth in the First Supplement and the Limited Offering Memorandum (as defined below). The Series 2025 Bonds shall be dated, have such interest payment dates, have such maturities, have such redemption provisions and bear interest at such rates, all as provided in the Indenture.
Section 3. First Supplement. The First Supplement is hereby approved in substantially the form attached hereto as Exhibit A and the Chair or the Vice Chair of the Board is hereby authorized and directed to execute and deliver such First Supplement on behalf of and in the name of the District and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest such execution, with such additions and deletions therein as may be made and/or approved by the Chair or the Vice Chair executing the same, such execution to be conclusive evidence of such approval.
Section 4.  Appointment of Underwriter; Negotiated Sale. MBS Capital Markets, LLC (the “Underwriter”) is hereby appointed as the underwriter for the Series 2025 Bonds. The Series 2025 Bonds shall be sold pursuant to a negotiated sale to the Underwriter. It is hereby determined by the Board that a negotiated sale of the Series 2025 Bonds to the Underwriter is in the best interests of the District because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the District’s ability to issue and deliver the Series 2025 Bonds at presently favorable interest rates, and because the nature of the security for the Series 2025 Bonds and the source(s) of payment of Debt Service on the Series 2025 Bonds requires the participation of the Underwriter in structuring the Series 2025 Bond issue.
Section 5. Purchase Contract. The Board hereby approves the Purchase Contract submitted by the Underwriter in substantially the form attached as Exhibit B. The Chair or Vice Chair of the Board is hereby authorized to execute the Purchase Contract and to deliver the Purchase Contract to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the executing Chair or Vice Chair; provided, however, that
(i) the principal amount of the Series 2025 Bonds shall not exceed $30,000,000, (ii) the average net interest cost on the Series 2025 Bonds shall not exceed the maximum allowable by Section 215.84, Florida Statutes, (iii) the Series 2025 Bonds shall have a maturity date no later than May 1, 2057, or as provided by law, and (iv) the Underwriter’s discount shall not exceed two percent (2.00%) of the aggregate principal amount of the Series 2025 Bonds, exclusive of any original issue discount and/or original issue premium. Execution by the Chair or Vice Chair of the Purchase Contract shall be deemed to be conclusive evidence of approval of such changes.
Section 6. Preliminary Limited Offering Memorandum; Final Limited Offering Memorandum.  The Board hereby approves the form of the Preliminary Limited Offering

Memorandum attached hereto as Exhibit C and authorizes its distribution and use in connection with the limited offering for the sale of the Series 2025 Bonds. If between the date hereof and the mailing of the Preliminary Limited Offering Memorandum it is necessary to make insertions, modifications and changes to the Preliminary Limited Offering Memorandum, the Chair or Vice Chair is hereby authorized to approve such insertions, changes and modifications, and the Chair or Vice Chair is hereby authorized to deem the Preliminary Limited Offering Memorandum “final” within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”). The preparation of a final Limited Offering Memorandum is hereby authorized and approved and the Chair or Vice Chair is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2025 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2025 Bonds. The Limited Offering Memorandum shall be substantially in the form of the final Preliminary Limited Offering Memorandum, with such changes as shall be approved by the Chair or Vice Chair as necessary to conform to the details of the final pricing of the Series 2025 Bonds and such other insertions, modifications and changes as may be approved by the Chair or Vice Chair.
Section 7.  Continuing Disclosure. The Board does hereby authorize and approve the execution and delivery of the Continuing Disclosure Agreement by the Chair or Vice Chair in substantially the form attached hereto as Exhibit D. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with the Rule. Special District Services, Inc., is hereby appointed as the initial Dissemination Agent to perform the duties required under the Continuing Disclosure Agreement.
Section 8.  Appointment of Trustee, Paying Agent, and Bond Registrar. U.S. Bank Trust Company, National Association is hereby appointed to serve as Trustee, Paying Agent, and Bond Registrar under the Indenture.
Section 9.  Open Meetings. It is found and determined that all formal actions of the Board concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of the Board and that all deliberations of the members of the Board which resulted in such formal action were taken in meetings open to the public, in full compliance with all legal requirements.
Section 10.  Further Official Action; Ratification of Prior Acts. The Chair, the Vice Chair, the Secretary, any Assistant Secretary or member of the Board, Special District Services, Inc., in its capacity as District Manager, and any other proper official of the District (each a “District Officer”) and any authorized designee thereof, are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2025 Bonds, any documents required in connection with implementation of a book-entry system of registration for the Series 2025 Bonds, any agreements with the Developer and/or other landowners or developers, any agreements in connection with maintaining the exclusion of interest on the Series 2025 Bonds from gross income of the holders thereof) and to do and cause

to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chair or the Vice Chair is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the designee of such officer or official or any other duly authorized officer or official of the District. Any District Officer is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chair or other District Officer may, among other things, authorize the change of the date of any document accompanying this Resolution as an exhibit or incorporate the information and details related to the sale and pricing of the Series 2025 Bonds. Execution by the Chair or other District Officer of such document shall be deemed to be conclusive evidence of approval of such change of date or the incorporation of information and details relating to the sale and pricing of the Series 2025 Bonds. All actions taken to date by any District Officer and the agents and employees of the District in furtherance of the issuance of the Series 2025 Bonds are hereby approved, confirmed and ratified.
Section 11. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 12.  Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.
Section 13. Engineer’s Report. The Board hereby approves of changes to the Engineer’s Report previously approved by the Board and also authorizes further revisions and supplements to the Engineer’s Report with respect to the marketing and sale of the Series 2025 Bonds.
Section 14. Assessment Methodology Reports. The Board authorizes further modifications and supplements to the Assessment Methodology previously approved by the Board to conform such report(s) to the marketing and sale of the Series 2025 Bonds.
Section 15. Ratification of Master Bond Resolution. Except to the extent hereby modified, the Master Bond Resolution of the District is hereby ratified, confirmed and approved in all respects.
Section 16.  Repealing Clause. All resolutions or parts thereof of the Board in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed.

Section 17.	Effective Date. This Resolution shall take effect immediately upon its adoption.
PASSED in Public Session of the Board of Supervisors of Newfield Community Development District, this 16th day of April, 2025.
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chair/Vice Chair, Board of Supervisors

EXHIBIT A
FORM OF FIRST SUPPLEMENT

BMO DRAFT #2
4/9/25

FIRST SUPPLEMENTAL TRUST INDENTURE BETWEEN
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of May 1, 2025

$	
Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area)

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of this First Supplemental Trust Indenture.
ARTICLE I DEFINITIONS
Section 101.	Definitions	3
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2025 BONDS
Section 201.	Authorization of Series 2025 Bonds; Book-Entry Only Form	7
Section 202.	Terms	8
Section 203.	Dating and Interest Accrual	9
Section 204.	Denominations	9
Section 205.	Paying Agent	9
Section 206.	Bond Registrar	9
Section 207.	Conditions Precedent to Issuance of Series 2025 Bonds	9
ARTICLE III REDEMPTION OF SERIES 2025 BONDS
Section 301.	Bonds Subject to Redemption; Notice of Redemption	10
ARTICLE IV
DEPOSIT OF SERIES 2025 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	10
Section 402.	Use of Series 2025 Bond Proceeds	11
Section 403.	Series 2025 Acquisition and Construction Account and Series 2025
Capitalized Interest Account	11
Section 404.	Series 2025 Costs of Issuance Account	12
Section 405.	Series 2025 Reserve Account	12
Section 406.	Amortization Installments	13
Section 407.	Tax Covenants	14

Section 408.	Series 2025 Revenue Account; Application of Revenues and Investment Earnings	14
ARTICLE V CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	16
Section 502.	Limitation of Trustee’s Responsibility	16
Section 503.	Trustee’s Duties	17
ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds; Limitation on Parity Assessments	17
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	17
Section 702.	Continuing Disclosure Agreement	17
Section 703.	Collection of Series 2025 Assessments	17
Section 704.	Owner Direction and Consent with Respect to Series 2025 Acquisition and Construction Account Upon Occurrence of Event of Default	18
Section 705.	Additional Covenant Regarding Assessments	18
Section 706.	Assignment of District’s Rights Under Collateral Assignment	18
Section 707.	Enforcement of True-Up Agreement and Completion Agreement	19
Exhibit A – Supplemental Engineer’s Report Exhibit B – Form of Series 2025 Bonds

FIRST SUPPLEMENTAL TRUST INDENTURE
THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this “First Supplemental Indenture”) is dated as of May 1, 2025, between NEWFIELD COMMUNITY DEVELOPMENT DISTRICT (the “District”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as trustee (the “Trustee”), a national banking association authorized to accept and execute trusts of the character herein set forth, with its designated corporate trust office located at 500 West Cypress Creek Road, Suite 460, Fort Lauderdale, Florida 33309 Attention: Corporate Trust Department.
WHEREAS, pursuant to Resolution No. 2023-03 adopted by the Governing Body of the District on February 10, 2023 (the “Master Bond Resolution”), the District has authorized the issuance, sale and delivery of Bonds in an aggregate principal amount not to exceed $325,625,000 (the “Bonds”), to be issued in one or more Series of Bonds as authorized under the Master Trust Indenture dated as of May 1, 2025, between the District and the Trustee (the “Master Indenture”), which Bonds were validated by final judgment of the Circuit Court of the Nineteenth Judicial Circuit of the State of Florida, in and for Martin County, Florida rendered on April 18, 2023, the appeal period for which has expired with no appeal having been taken; and
WHEREAS, the Governing Body of the District duly adopted Resolution No. 2023-04, on February 10, 2023, providing for the acquisition, construction and installation of assessable capital improvements more particularly described in the Master Engineer’s Report prepared by Higgins Engineering, Inc., dated January 2023 (the “Capital Improvement Plan”), providing estimated Costs of the Capital Improvement Plan, defining assessable property to be benefited by the Capital Improvement Plan, defining the portion of the Costs of the Capital Improvement Plan with respect to which Assessments will be imposed and the manner in which such Assessments shall be levied against such benefited property within the District, directing the preparation of an assessment roll, and stating the intent of the District to issue Bonds of the District secured by such Assessments to finance a portion of the costs of the acquisition, construction and installation of the Capital Improvement Plan, and the Governing Body of the District duly adopted Resolution No. 2023-06, on March 29, 2023, following a public hearing conducted in accordance with the Act, to fix and establish the Assessments and the benefited property, which Resolution will be supplemented by a supplemental assessment resolution conforming the Series 2025 Assessments (hereinafter defined) to the final pricing of the Series 2025 Bonds (hereinafter defined); and
WHEREAS, pursuant to Resolution No. 2025-[02], adopted by the Governing Body of the District on April 16, 2025, the District has authorized the issuance, sale and delivery of its
$	Newfield Community Development District Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area) (the “Series 2025 Bonds”) which are issued hereunder as a Series of Bonds under, and as defined in, the Master Indenture, and has authorized the execution and delivery of the Master Indenture and this First Supplemental Indenture to secure the issuance of the Series 2025 Bonds and to set forth the terms of the Series 2025 Bonds; and

WHEREAS, the District will apply the proceeds of the Series 2025 Bonds to: (i) finance a portion of the Costs of the Series 2025 Project (hereinafter defined); (ii) pay certain costs associated with the issuance of the Series 2025 Bonds; (iii) make a deposit into the Series 2025 Reserve Account to be held for the benefit of all of the Series 2025 Bonds, without privilege or priority of one Series 2025 Bond over another; and (iv) pay a portion of the interest to become due on the Series 2025 Bonds; and
WHEREAS, the Series 2025 Bonds will be payable from and secured by Assessments imposed, levied and collected by the District with respect to certain property within the District specially benefited by the Series 2025 Project (the “Series 2025 Assessments”), which, together with the Series 2025 Pledged Funds (hereinafter defined) will comprise the Trust Estate securing the Series 2025 Bonds (the “Series 2025 Trust Estate”), which shall constitute a “Series Trust Estate” as defined in the Master Indenture; and
WHEREAS, the execution and delivery of the Series 2025 Bonds and of this First Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2025 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this First Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2025 Trust Estate have been done;
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL TRUST INDENTURE WITNESSETH:
That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2025 Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2025 Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and such other payments due under any Letter of Credit Agreement or Liquidity Agreement (as defined in the Master Indenture), and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this First Supplemental Indenture and in the Series 2025 Bonds: (a) has executed and delivered this First Supplemental Indenture and (b) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in the trusts established under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture the revenues received by the District from the Series 2025 Assessments (the “Series 2025 Pledged Revenues”) and the Funds and Accounts (except for the Series 2025 Rebate Account) established

hereby (the “Series 2025 Pledged Funds”) which shall comprise a part of the Series 2025 Trust Estate;
TO HAVE AND TO HOLD all the same by the Master Indenture granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in said trust and to it and its assigns forever;
IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts in the Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2025 Bonds issued or to be issued under and secured by this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2025 Bond over any other Series 2025 Bond by reason of priority in their issue, sale or execution;
PROVIDED FURTHER HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2025 Bonds or any Series 2025 Bond of a particular maturity issued, secured and Outstanding under this First Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2025 Bonds and this First Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this First Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Master Indenture and this First Supplemental Indenture, then upon such final payments, this First Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2025 Bonds or any Series 2025 Bond of a particular maturity, otherwise this First Supplemental Indenture shall remain in full force and effect;
THIS FIRST SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that all Series 2025 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this First Supplemental Indenture), including this First Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2025 Bonds, as follows:
ARTICLE I DEFINITIONS
Section 101. Definitions. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used

herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:
“Acquisition Agreement” shall mean the Acquisition Agreement dated as of 	
  , 2025, between the District and the Developer.
“Assessment Methodology” shall mean, the Master Special Assessment Methodology Report, dated March 29, 2023, as supplemented by the [First Supplemental Special Assessment Methodology Report (Series 2025 Bonds)], dated [April  , 2025].
"Authorized Denomination" shall mean, with respect to the Series 2025 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2025 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000.
“Bond Depository” shall mean the securities depository from time to time under Section 201 hereof, which may be the District.
“Bond Participants” shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds Bonds as securities depository.
“Collateral Assignment” shall mean the Collateral Assignment and Assumption of Development and Contract Rights (2025 Assessment Area) dated as of May  , 2025, by the Developer in favor of the District.
“Completion Agreement” shall mean the Agreement Between the Newfield Community Development District and Mattamy Palm Beach LLC Regarding the Completion of Certain Improvements (2025 Assessment Area) dated as of May  , 2025, between the District and the Developer.
“Declaration of Consent” shall mean the Initial Declaration of Consent to Jurisdiction of Newfield Community Development District and to Imposition of Special Assessments dated and recorded January 16, 2025, by the Developer.
“Delinquent Assessment Interest” shall mean Series 2025 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2025 Assessment Interest has, or would have, become delinquent under State law applicable thereto.
“Delinquent Assessment Principal” shall mean Series 2025 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2025 Assessment Principal has, or would have, become delinquent under State law applicable thereto.

“Delinquent Assessments” shall mean Delinquent Assessment Principal and Delinquent Assessment Interest.
“Developer” shall mean Mattamy Palm Beach LLC, a Delaware limited liability company, and its successors and assigns.
“Interest Payment Date” shall mean each May 1 and November 1, commencing November 1, 2025.
“Maximum Assessment Levels” shall mean the following per unit or per square foot annual gross debt service assessment levels as shall be evidenced by a Maximum Assessment Level Certification:

Product Type	

Per Unit	

Per Square Foot	Maximum Annual Assessment
Levels(1)	

				

				

(1) Inclusive of the Series 2025 Assessments.

“Maximum Assessment Level Certification” shall mean a certificate of an Authorized Officer that the debt service Assessments pledged to any Series of Bonds that overlap with the Series 2025 Assessments do not cause the total amount of debt service Assessments to exceed the Maximum Assessment Levels and on which such certification the Trustee may conclusively rely as to the matters set forth therein.
“Nominee” shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this First Supplemental Indenture.
“Quarterly Redemption Date” shall mean each February 1, May 1, August 1, and November 1.
“Reserve Account Release Conditions” shall mean, collectively, that (i) all units or lots subject to the Series 2025 Assessments have received a certificate of occupancy with respect to a structure thereon, (ii) all Series 2025 Assessments are being collected pursuant to the Uniform Method, and (iii) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2025 Bonds. An Authorized Officer shall provide a written certification to the Trustee certifying that the events in clauses (i) and (ii) have occurred and affirming clause

, on which certifications the Trustee may conclusively rely (collectively, the “Reserve Release Certifications”).
“Series 2025 Assessment Interest” shall mean the interest on the Series 2025 Assessments which is pledged to the Series 2025 Bonds.
“Series 2025 Assessment Principal” shall mean the principal amount of Series 2025 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2025 Bonds, other than applicable Delinquent Assessment Principal and Series 2025 Prepayment Principal.
“Series 2025 Assessment Proceedings” shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2025 Assessments which include Resolution Nos. 2023-04, 2023-05, 2023-06, and 2025-  adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2025 Assessments and the Assessment Methodology as approved thereby.
“Series 2025 Assessments” shall mean the principal and interest of Series 2025 Assessments received by the District which correspond to the principal of and interest on the Series 2025 Bonds.
“Series 2025 Pledged Funds” shall mean all of the Funds and Accounts created hereby with the Trustee, including the subaccounts therein, other than the Series 2025 Rebate Account in the Rebate Fund.
“Series 2025 Pledged Revenues” shall mean the revenues received by the District from the Series 2025 Assessments, including proceeds from any foreclosure of the lien of Delinquent Assessments and any statutory interest on the Delinquent Assessments collected by the District in excess of the rate of interest on the Series 2025 Bonds.
“Series 2025 Prepayment Principal” shall mean the excess amount of Series 2025 Assessment Principal received by the District over the Series 2025 Assessment Principal included within a Series 2025 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2025 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2025 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.
"Series 2025 Project" shall mean the portion of the Capital Improvement Plan described in the Supplemental Engineer's Report.
“Series 2025 Reserve Account Requirement” shall mean, until such time as the Reserve Account Release Conditions are met, an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2025 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2025 Bonds is equal to $	.

Upon receipt by the Trustee of the Reserve Release Certifications and thereafter, the Series 2025 Reserve Account Requirement shall mean an amount equal to ten percent (10%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2025 Bonds as of the time of any such calculation. Excess amounts on deposit in the Series 2025 Reserve Account as a result of the deposit of Series 2025 Prepayment Principal and/or as a result of the Reserve Account Release Conditions having been met shall be transferred, as directed by an Authorized Officer, as provided in Section 405 hereof.
“Substantially Absorbed” shall mean the date on which the principal amount of the Series 2025 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2025 Bonds has been levied on tax parcels within the District with respect to which a certificate of occupancy has been issued for a structure thereon, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.
“Supplemental Engineer’s Report” shall mean the Supplemental Engineer’s Report prepared by Higgins Engineering & Surveying, LLC dated April 2025. The Supplemental Engineer’s Report is attached hereto as Exhibit A.
“True-Up Agreement” shall mean the Agreement Regarding the True-Up and Payment of Special Assessments for Special Assessment Revenue Bonds (2025 Assessment Area) dated as of May  , 2025, between the District and the Developer.
“Underwriter” shall mean MBS Capital Markets, LLC.
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2025 BONDS
Section 201. Authorization of Series 2025 Bonds; Book-Entry Only Form. The Series 2025 Bonds are hereby authorized to be issued for the purposes enumerated in the recitals hereto in one Series designated “$	 Newfield Community Development District Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area).” The Series 2025 Bonds shall be substantially in the form set forth as Exhibit B to this First Supplemental Indenture. Each Series 2025 Bond shall bear the designation “2025R” and shall be numbered consecutively from 1 upwards.
The Series 2025 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2025 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2025 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding Series 2025 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.
With respect to Series 2025 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond

Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2025 Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2025 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2025 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2025 Bond is registered in the registration books kept by the Bond Registrar as the absolute Owner of such Series 2025 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2025 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2025 Bond, for the purpose of registering transfers with respect to such Series 2025 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2025 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, and interest on the Series 2025 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2025 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words “Cede & Co.” in this First Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.
Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2025 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Owners of the Series 2025 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository can be found which is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms, the Series 2025 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the Series 2025 Bonds shall designate, in accordance with the provisions hereof.
Section 202. Terms. The Series 2025 Bonds shall be issued as    (  ) Term Bonds, shall be dated as of the date of their issuance and delivery to the initial purchasers thereof, shall bear

interest at the fixed interest rates per annum and shall mature in the amounts and on the dates set forth below:

Principal
Amount	Maturity
Date	Interest
Rate	
$		%	

Section 203. Dating and Interest Accrual. Each Series 2025 Bond shall be dated May  , 2025. Each Series 2025 Bond also shall bear its date of authentication. Each Series 2025 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2025 Bond has been paid, in which event such Series 2025 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2025 Bonds, in which event, such Series 2025 Bond shall bear interest from its date. Interest on the Series 2025 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2025, and shall be computed on the basis of a 360-day year of twelve 30-day months.
Section 204. Denominations. The Series 2025 Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2025 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000.
Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2025 Bonds.
Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2025 Bonds.
Section 207. Conditions Precedent to Issuance of Series 2025 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2025 Bonds, all the Series 2025 Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:
Certified copies of the Series 2025 Assessment Proceedings;
Executed copies of the Master Indenture and this First Supplemental Indenture;
A customary Bond Counsel opinion;
The opinion of counsel to the District required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2025 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture;
A Certificate of the Consulting Engineer which sets forth certain matters with respect to the Series 2025 Project;
A copy of the final judgment with respect to the judicial validation of the Bonds together with a certificate of no appeal; and
Executed copies of the Acquisition Agreement, Collateral Assignment, Completion Agreement, Declaration of Consent and True-Up Agreement.
Payment to the Trustee of $	upon the initial issuance of the Series 2025 Bonds shall conclusively evidence that the foregoing conditions precedent have been met to the satisfaction of the District and the Underwriter.
ARTICLE III REDEMPTION OF SERIES 2025 BONDS
Section 301. Bonds Subject to Redemption; Notice of Redemption. The Series 2025 Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit B to this First Supplemental Indenture. Interest on Series 2025 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2025 Interest Account or Series 2025 Revenue Account to the extent moneys in the Series 2025 Interest Account are insufficient for such purpose. Notice of redemption shall be given as provided in the Master Indenture.
ARTICLE IV
DEPOSIT OF SERIES 2025 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401. Establishment of Accounts. There are hereby established, as needed, the following Accounts.
There are hereby established within the Acquisition and Construction Fund held by the Trustee: (i) a Series 2025 Acquisition and Construction Account; and (ii) a Series 2025 Costs of Issuance Account.
There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2025 Debt Service Account and therein a Series 2025 Sinking Fund Account, a Series 2025 Interest Account and a Series 2025 Capitalized Interest Account; and (ii) a Series 2025 Redemption Account and therein a Series 2025 Prepayment Subaccount and a Series 2025 Optional Redemption Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a Series 2025 Reserve Account, which Series 2025 Reserve Account shall be held for the benefit of all Series 2025 Bonds, without distinction as to Series 2025 Bonds and without privilege or priority of one Series 2025 Bond over another;
There is hereby established within the Revenue Fund held by the Trustee a Series 2025 Revenue Account; and
There is hereby established within the Rebate Fund held by the Trustee a Series 2025 Rebate Account.
Section 402. Use of Series 2025 Bond Proceeds. The net proceeds of the sale of the Series 2025 Bonds, in the amount of $	(consisting of $	aggregate principal amount of Series 2025 Bonds, [less/plus] [net] original issue [discount/premium] of $	, and less an Underwriter’s discount in the amount of $	), shall as soon as practicable upon the delivery thereof to the Trustee by or on behalf of the District, be applied as follows:
$	, representing the Series 2025 Reserve Account Requirement on the date of issuance of the Series 2025 Bonds, shall be deposited to the Series 2025 Reserve Account;
$	, representing the costs of issuance relating to the Series 2025 Bonds, shall be deposited to the credit of the Series 2025 Costs of Issuance Account;
$	, representing interest on the Series 2025 Bonds due on November 1, 2025, shall be deposited to the credit of the Series 2025 Capitalized Interest Account; and
(c)  $	 shall be deposited to the credit of the Series 2025 Acquisition and Construction Account.
Section 403. Series 2025 Acquisition and Construction Account and Series 2025 Capitalized Interest Account.
Amounts on deposit in the Series 2025 Acquisition and Construction Account shall be applied to pay Costs of the Series 2025 Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture and the form attached as Exhibit A to the Master Indenture. The Trustee shall have no duty to review the requisition to determine if the amount requested is for payment of a cost permitted hereunder. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2025 Project, and any balance remaining in the Series 2025 Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2025 Project which are required to be reserved in the Series 2025 Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer delivered to the District and the Trustee establishing such Date of Completion), shall be deposited to the Series 2025 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2025 Bonds in accordance with Section 301 hereof and in the manner

prescribed in the form of Series 2025 Bonds set forth as Exhibit B hereto. Notwithstanding the foregoing, the District shall not establish a Date of Completion for the Series 2025 Project until either (i) the Reserve Account Release Conditions have been satisfied and all moneys that have been transferred from the Series 2025 Reserve Account into the Series 2025 Acquisition and Construction Account as a result of such release conditions having been satisfied pursuant to Section 405 hereof have been expended on Costs of the Series 2025 Project or (ii) the Consulting Engineer has certified in writing to the District and the Trustee that the amounts on deposit in the Series 2025 Acquisition and Construction Account are in excess of the amounts needed to complete the Series 2025 Project. After there are no funds therein and either the Reserve Account Release Conditions have been met or the Date of Completion of the Series 2025 Project has been established, the Series 2025 Acquisition and Construction Account shall be closed.
Amounts on deposit in the Series 2025 Capitalized Interest Account shall, on November 1, 2025, be transferred into the Series 2025 Interest Account and applied to the payment of interest first coming due on the Series 2025 Bonds, and following November 1, 2025, shall be transferred into the Series 2025 Acquisition and Construction Account, whereupon the Series 2025 Capitalized Interest Account shall be closed.
Section 404. Series 2025 Costs of Issuance Account. The amount deposited in the Series 2025 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District, be used to pay the costs of issuance relating to the Series 2025 Bonds. On the date of issuance of the Series 2025 Bonds, initial costs of issuance shall be paid pursuant to the instructions in the closing memorandum prepared by the Underwriter and signed by an Authorized Officer of the District. On the earlier to occur of: (x) the written direction of an Authorized Officer of the District or (y) November 1, 2025, any amounts deposited in the Series 2025 Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2025 Acquisition and Construction Account and used for the purposes permitted therefor, whereupon the Series 2025 Costs of Issuance Account shall be closed.
Section 405. Series 2025 Reserve Account. The Series 2025 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2025 Reserve Account Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2025 Reserve Account shall be used only for the purpose of making payments into the Series 2025 Interest Account and the Series 2025 Sinking Fund Account to pay Debt Service on the Series 2025 Bonds, when due, without distinction as to Series 2025 Bonds and without privilege or priority of one Series 2025 Bond over another, to the extent the moneys on deposit in such Accounts and available therefor are insufficient and for no other purpose. The Series 2025 Reserve Account shall consist only of cash and Investment Obligations.
Upon satisfaction of the Reserve Account Release Conditions, an Authorized Officer of the District shall provide the Reserve Release Certifications to the Trustee, upon which certifications the Trustee may conclusively rely, and thereupon an Authorized Officer of the District shall recalculate the Series 2025 Reserve Account Requirement and instruct the Trustee to transfer any excess as a result of having met the Reserve Account Release Conditions to the

Series 2025 Acquisition and Construction Account to be used for the purposes of such Account unless the Series 2025 Acquisition and Construction Account has been closed in which case such excess shall be transferred to the Series 2025 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2025 Bonds.
On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or, if such forty- fifth (45th) day is not a Business Day, on the first Business Day preceding such forty-fifth (45th) day), the District shall recalculate the Series 2025 Reserve Account Requirement taking into account any Series 2025 Prepayment Principal on deposit in the Series 2025 Prepayment Subaccount of the Series 2025 Redemption Account and shall direct the Trustee in writing to transfer any amount on deposit in the Series 2025 Reserve Account in excess of the Series 2025 Reserve Account Requirement as a result of such Series 2025 Prepayment Principal to the Series 2025 Prepayment Subaccount as a credit against the Prepayment otherwise required to be made by the owner of such lot or parcel. Following the foregoing transfer, such amounts in the Series 2025 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2025 Bonds on the earliest date permitted for redemption therein and herein. The Trustee is authorized to make such transfers and has no duty to verify such calculations.
On the earliest date on which there is on deposit in the Series 2025 Reserve Account, sufficient moneys, after taking into account other moneys available therefor, to pay and redeem all of the Outstanding Series 2025 Bonds, together with accrued interest on such Series 2025 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2025 Reserve Account into the Series 2025 Prepayment Subaccount in the Series 2025 Redemption Account to pay and redeem all of the Outstanding Series 2025 Bonds on the earliest date permitted for redemption therein and herein.
Anything in the Master Indenture or herein to the contrary notwithstanding, amounts on deposit in the Series 2025 Reserve Account shall, upon the occurrence and continuance of an Event of Default, be subject to a first charge by the Trustee for its fees and expenses, including fees and expenses of collection of Delinquent Assessments.
Section 406. Amortization Installments. (a) The Amortization Installments established for the Series 2025 Bonds shall be as set forth in the form of Series 2025 Bonds attached hereto.
(b)  Upon any redemption of Series 2025 Bonds (other than Series 2025 Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2025 Bonds redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 506(b) of the Master Indenture), the District shall cause the Amortization Installments for the Outstanding Series 2025 Bonds to be recalculated in such manner as shall amortize all of the Outstanding Series 2025 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of each Series 2025 Bond.

Section 407. Tax Covenants. The District shall comply with the Tax Regulatory Covenants set forth in the tax certificate of the District issued in connection with the issuance of the Series 2025 Bonds, as amended and supplemented from time to time in accordance with their terms.
Section 408. Series 2025 Revenue Account; Application of Revenues and Investment Earnings. (a) The Trustee is hereby authorized and directed to deposit into the Series 2025 Revenue Account any and all amounts required to be deposited therein by this Section 408 or by any other provision of the Master Indenture or this First Supplemental Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2025 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.
The Trustee shall deposit into the Series 2025 Revenue Account the Series 2025 Pledged Revenues other than Series 2025 Prepayment Principal, which shall be identified by the District to the Trustee as such in writing upon deposit and which shall be deposited into the Series 2025 Prepayment Subaccount in the Series 2025 Redemption Account, and any other revenues required by other provisions of the Indenture to be deposited therein. The Trustee may conclusively rely on the assumption that, unless otherwise instructed in writing by the District at the time of deposit with the Trustee, Series 2025 Pledged Revenues paid to the Trustee shall be deposited into the Series 2025 Revenue Account, and that Series 2025 Pledged Revenues which the District informs the Trustee constitute Series 2025 Prepayment Principal shall be deposited into the Series 2025 Prepayment Subaccount of the Series 2025 Redemption Account.
On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2025 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2025 Prepayment Subaccount of the Series 2025 Redemption Account and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2025 Revenue Account for deposit into the Series 2025 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next highest integral multiple of $5,000 (provided that there are sufficient funds remaining therein to pay Debt Service coming due on the Series 2025 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2025 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2025 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2025 Bonds set forth in the form of Series 2025 Bonds attached hereto, Section 301 hereof, and Article III of the Master Indenture.
Following the foregoing transfers, on each May 1 or November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall then transfer from the amounts on deposit in the Series 2025 Revenue Account

to the Funds and Accounts designated below in the following amounts and in the following order of priority:
FIRST, to the Series 2025 Interest Account of the Series 2025 Debt Service Account, an amount equal to the amount of interest payable on all Series 2025 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2025 Capitalized Interest Account in accordance with Section 403(b) hereof, and less any other amount already on deposit in the Series 2025 Interest Account not previously credited;
SECOND, on May 1, 20 , and each May 1 thereafter, to the Series 2025 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2025 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2025 Sinking Fund Account not previously credited;
THIRD, to the Series 2025 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2025 Reserve Account Requirement; and
FOURTH, the balance shall be retained in the Series 2025 Revenue Account.
On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2025 Revenue Account to the Series 2025 Rebate Account established for the Series 2025 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing, if any, to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Regulatory Covenants.
On each November 2 (or if such November 2 is not a Business Day, on the next Business Day thereafter), the Trustee shall, at the written direction of the District, (i) if the Date of Completion of the Series 2025 Project has not been established, transfer to the Series 2025 Acquisition and Construction Account the balance on deposit in the Series 2025 Revenue Account on such November 2 to be used for the purpose of such Account or (ii) if the Date of Completion of the Series 2025 Project has been established, transfer to the District the balance on deposit in the Series 2025 Revenue Account on such November 2 to be used for any lawful District purpose; provided, however, that on the date of either such proposed transfer the Trustee shall not have received written notice of an Event of Default under the Indenture relating to the Series 2025 Bonds, including the payment of Trustee’s fees and expenses then due.
Anything herein or in the Master Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2025 Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2025 Acquisition and Construction Account, the Series 2025 Interest Account and the Series 2025 Capitalized Interest Account shall be retained, as realized, in such Accounts and used for the purposes of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2025 Reserve Account, and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2025 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2025 Reserve Account shall be disposed of as follows:
if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2025 Reserve Account as of the most recent date on which amounts on deposit in the Series 2025 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2025 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2025 Reserve Account shall be deposited into the Series 2025 Capitalized Interest Account up to and through November 1, 2025, and thereafter earnings in the Series 2025 Reserve Account shall be allocated to and deposited into the Series 2025 Revenue Account and used for the purpose of such Account; and
if as of the last date on which amounts on deposit in the Series 2025 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2025 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2025 Reserve Account shall be deposited into the Series 2025 Reserve Account until the amount on deposit therein is equal to the Series 2025 Reserve Account Requirement, and then earnings on investments in the Series 2025 Reserve Account shall be deposited into the Series 2025 Capitalized Interest Account up to and through November 1, 2025, and thereafter shall be allocated to and deposited into the Series 2025 Revenue Account and used for the purpose of such Account.
Notwithstanding the foregoing, if there is a deficiency in the Series 2025 Reserve Account, prior to the deposit of any earnings in the Series 2025 Revenue Account, the amount of such proposed transfer shall instead be deposited into the Series 2025 Reserve Account until the balance on deposit therein is equal to the Series 2025 Reserve Account Requirement.
ARTICLE V CONCERNING THE TRUSTEE
Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this First Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture.
Section 502. Limitation of Trustee’s Responsibility. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503. Trustee’s Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof.
ARTICLE VI ADDITIONAL BONDS
Section 601. No Parity Bonds; Limitation on Parity Assessments. The District covenants and agrees that so long as there are any Series 2025 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2025 Trust Estate other than Bonds issued to refund the Outstanding Series 2025 Bonds. The District further covenants and agrees that so long as there are any Series 2025 Bonds Outstanding, it will not impose debt service Assessments for capital projects on any lands then subject to the Series 2025 Assessments without the written consent of the Majority Owners; provided, however, that such consent shall not be required if (i) such Assessments do not exceed the Maximum Assessment Levels or (ii) the Series 2025 Assessments have been Substantially Absorbed, evidence of either of which shall be provided by the District to the Trustee in a written certificate upon which the Trustee may conclusively rely. The foregoing shall not preclude the imposition of capital Assessments, or the issuance of Bonds secured by such Assessments, at any time on property then subject to the Series 2025 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, or Operation and Maintenance Assessments.
ARTICLE VII MISCELLANEOUS
Section 701. Confirmation of Master Indenture. As supplemented by this First Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this First Supplemental Indenture and to the Series 2025 Bonds issued hereunder. To the extent of any conflict between the Master Indenture and this First Supplemental Indenture the terms and provisions hereof shall control.
Section 702. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the District has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended. The District covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but, instead shall be enforceable by mandamus, injunction or any other means of specific performance.
Section 703. Collection of Series 2025 Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, when permitted by law, Series 2025 Assessments

levied on platted lots and pledged hereunder to secure the Series 2025 Bonds shall be collected pursuant to the “Uniform Method” prescribed by Florida Statutes and Series 2025 Assessments levied on unplatted lots and pledged hereunder to secure the Series 2025 Bonds shall be collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless otherwise directed by the Trustee acting at the direction of the Majority Owners during an Event of Default.
(b)  All Series 2025 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such Series 2025 Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2025 Assessments are not paid by the applicable Interest Payment Date with respect to which they have been billed.
Section 704. Owner Direction and Consent with Respect to Series 2025 Acquisition and Construction Account Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the Series 2025 Bonds are secured solely by the Series 2025 Pledged Revenues and the Series 2025 Pledged Funds comprising the Series 2025 Trust Estate. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2025 Pledged Funds include, without limitation, all amounts on deposit in the Series 2025 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2025 Bonds, the Series 2025 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2025 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the Series 2025 Project and payment is for such work, and (iii) upon the occurrence of an Event of Default with respect to the Series 2025 Bonds, the Series 2025 Pledged Funds may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to construction of the Series 2025 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.
Section 705. Additional Covenant Regarding Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the Series 2025 Assessment Proceedings heretofore adopted with respect to the Series 2025 Assessments, including the Assessment Methodology, and to levy the Series 2025 Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2025 Bonds, when due. The Assessment Methodology shall not be materially amended without the prior written consent of the Majority Owners. Notwithstanding the foregoing, amendments to the Assessment Methodology to account for new product types shall not require such consent.
Section 706. Assignment of District’s Rights Under Collateral Assignment. Subject to the terms of the Collateral Assignment, and without intending to alter the same, the District

hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of the Series 2025 Bonds. The Trustee shall not become obligated to perform any duties because of such assignment.
Section 707. Enforcement of True-Up Agreement and Completion Agreement. The District, either through its own actions or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the direction of the Majority Owners, may, subject to the provisions of Section 912 of the Master Indenture, act on behalf of and in the District’s stead to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under the Indenture without benefit of any period for cure.
[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Newfield Community Development District has caused these presents to be signed in its name and on its behalf by its Chair, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized Vice President.

(SEAL)	NEWFIELD COMMUNITY
DEVELOPMENT DISTRICT

Chair, Board of Supervisors	
Attest:

Secretary	

[Signature Page | First Supplemental Trust Indenture]

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee	
Robert Hedgecock, Vice President	

[Signature Page | First Supplemental Trust Indenture]

SUPPLEMENTAL ENGINEER’S REPORT

	FORM OF SERIES 2025 BONDS		
No. 2025R-_	
United States of America	$		
	State of Florida
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REVENUE BOND, SERIES 2025 (2025 ASSESSMENT AREA)		
Interest Rate
	%	Maturity	Dated
Date	Date
May 1, 20		May   , 2025	
CUSIP	
Registered Owner:	CEDE & CO.
Principal Amount:		DOLLARS
NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a community development district duly established and existing pursuant to Chapter 190, Florida Statutes (the “District”), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture hereinafter mentioned) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing on November 1, 2025, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the registered Owner hereof at the close of business on the regular Record Date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price or Amortization Installments shall be made by the Paying Agent (hereinafter defined) to such person who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed

payment, appears on the registration books of the Bond Registrar as the registered Owner of this Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation hereof at the designated corporate trust office of U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the “Paying Agent”), unless the Bonds are held in the book entry system in which case presentation shall not be required. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than $1,000,000 in aggregate principal amount of the Series 2025 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the hereinafter defined Indenture.
This Bond is one of a duly authorized issue of bonds of the District designated “$	 Newfield Community Development District Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area)” (the “Series 2025 Bonds”) issued as a Series under a Master Trust Indenture, dated as of May 1, 2025 (the “Master Indenture”), between the District and U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, as trustee (the “Trustee”), as supplemented by a First Supplemental Trust Indenture, dated as of May 1, 2025 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”) (the Series 2025 Bonds, together with any other Bonds issued under and governed by the terms of the Master Indenture, are hereinafter collectively referred to as the “Bonds”). The District will apply the proceeds of the Series 2025 Bonds to: (i) finance a portion of the Costs of the Series 2025 Project;
(ii) pay certain costs associated with the issuance of the Series 2025 Bonds; (iii) make a deposit into the Series 2025 Reserve Account to be held for the benefit of all of the Series 2025 Bonds, without privilege or priority of one Series 2025 Bond over another; and (iv) pay a portion of the interest to become due on the Series 2025 Bonds.
NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS BOND AND THE SERIES OF WHICH IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE AUTHORIZING THE ISSUANCE OF THE SERIES 2025 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2025 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2025 BONDS SHALL BE PAYABLE FROM,

AND SHALL BE SECURED SOLELY BY, THE SERIES 2025 TRUST ESTATE PLEDGED TO THE SERIES 2025 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.
This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Maturity Amount and Redemption Price of, and the interest on, the Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Assessments, the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2025 Bonds are equally and ratably secured by the Series 2025 Trust Estate, without preference or priority of one Series 2025 Bond over another. The District covenants and agrees in the Supplemental Indenture that so long as there are any Series 2025 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2025 Trust Estate other than Bonds issued to refund the Outstanding Series 2025 Bonds. The District further covenants and agrees in the Supplemental Indenture that so long as there are any Series 2025 Bonds Outstanding, it will not impose debt service Assessments for capital projects on any lands then subject to the Series 2025 Assessments without the written consent of the Majority Owners; provided, however, that such consent shall not be required if (i) such Assessments do not exceed the Maximum Assessment Levels or (ii) the Series 2025 Assessments have been Substantially Absorbed. The foregoing shall not preclude the imposition of capital Assessments, or the issuance of Bonds secured by such Assessments, at any time on property then subject to the Series 2025 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, or Operation and Maintenance Assessments.
The Series 2025 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an “Authorized Denomination”); provided, however, that the Series 2025 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida, as Bond Registrar (the “Bond Registrar”), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the transferee. At the corporate trust office of the Bond Registrar in Fort Lauderdale, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and

without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.
The Series 2025 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20 , at the Redemption Price of the principal amount of the Series 2025 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.
The Series 2025 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2025 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the
Year	Amortization
Installment	May 1 of the
Year	Amortization
Installment	
* Maturity				
The Series 2025 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2025 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the
Year	Amortization
Installment	May 1 of the
Year	Amortization
Installment	
* Maturity				
The Series 2025 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2025 Sinking Fund

Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the
Year	Amortization
Installment	May 1 of the
Year	Amortization
Installment	
* Maturity				

As more particularly set forth in the Indenture, any Series 2025 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2025 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2025 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2025 Bonds as set forth in the Supplemental Indenture.
The Series 2025 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption as follows, if and to the extent that any one or more of the following have occurred:
on or after the Date of Completion of the Series 2025 Project, by application of moneys transferred from the Series 2025 Acquisition and Construction Account in the Acquisition and Construction Fund established under the Indenture to the Series 2025 Prepayment Subaccount of the Series 2025 Redemption Account in accordance with the terms of the Indenture; or
from amounts required by the Indenture to be deposited into the Series 2025 Prepayment Subaccount of the Series 2025 Redemption Account including, but not limited to, Series 2025 Prepayment Principal and any excess amounts in the Series 2025 Reserve Account as a result of the deposit of such Series 2025 Prepayment Principal and any excess amount on deposit in the Series 2025 Reserve Account resulting from a reduction of the Series 2025 Reserve Account Requirement; or
on the date on which the amount on deposit in the Series 2025 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2025 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2025 Bonds shall be called for redemption, the particular Series 2025 Bonds or portions of Series 2025 Bonds to be redeemed shall, unless otherwise provided in the Indenture, be selected by lot by the Bond Registrar as provided in the Indenture.
Notice of each redemption of Series 2025 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the date of redemption to each registered Owner of Series 2025 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2025 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2025 Bonds or such portions thereof on such date, interest on such Series 2025 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2025 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2025 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Pursuant to the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.
The Owner of this Bond shall have no right to enforce the provisions of the Master Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2025 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.
Modifications or alterations of the Master Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Master Indenture.
Any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for two (2) years after the date when such Bond

has become due and payable, either at its stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or in respect of such moneys.
If the District deposits or causes to be deposited with the Trustee cash or Federal Securities sufficient to pay the principal or Redemption Price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of the Series 2025 Bonds as to the Series 2025 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.
This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.
This Bond is issued with the intent that the laws of the State of Florida shall govern its construction.
All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed hereon.

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IN WITNESS WHEREOF, Newfield Community Development District has caused this Bond to bear the signature of the Chair of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary to the Board of Supervisors.

(SEAL)	NEWFIELD COMMUNITY
DEVELOPMENT DISTRICT	
	Chair, Board of Supervisors	
Attest:

Secretary	

CERTIFICATE OF VALIDATION
This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court of the Nineteenth Judicial Circuit of the State of Florida, in and for Martin County, Florida rendered on April 18, 2023.

Chair, Board of Supervisors

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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Series designated herein, described in the within- mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee

Robert Hedgecock, Vice President
Date of Authentication:
 May	, 2025	

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ABBREVIATIONS FOR SERIES 2025 BONDS
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM as tenants in common TEN ENT as tenants by the entireties
JT TEN as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANSFER MIN ACT - 		Custodian 		under Uniform Transfer to Minors Act 		(Cust.)		(Minor)
(State)
Additional abbreviations may also be used though not in the above list.

ASSIGNMENT FOR SERIES 2025 BONDS
For value received, the undersigned hereby sells, assigns and transfers unto
	within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints 		, attorney to transfer the said Bond on the books of the District, with full power of substitution in the premises.
Dated:
Social Security Number or Employer Identification Number of Transferee:
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program.
NOTICE: The assignor’s signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever.

FORM OF PURCHASE CONTRACT

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (“Agreement”) is made and entered into this 26th day of March, 2025 by and between:

MATTAMY PALM BEACH LLC, a Delaware limited liability company, the developer and owner of the lands in the District, with a mailing address of 4901 Vineland Road, Suite 450, Orlando, Florida 32811 (“Developer”); and

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, whose address is c/o Special District Services, Inc., 2501A Burns Rd., Martin Gardens, Florida 33410 (“District”).

RECITALS

WHEREAS, the District was established by ordinance enacted by the Board of County Commissioners of Martin County, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (“Act”), and is validly existing under the Constitution and laws of the State of Florida; and

WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, and acquiring certain public infrastructure improvements, including but not limited to, earthwork, environmental mitigation, roadways, stormwater management, water and sewer utilities, landscaping, hardscaping and irrigation, streetlighting, signage and other infrastructure within or without the boundaries of the District; and
WHEREAS, the Developer is the owner and developer of the lands within the boundaries of the District; and

First Supplemental Engineer’s Report, dated 	,

WHEREAS, the District presently intends to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services known as the “Project” and as detailed in the
2025 (“Engineer’s Report”), attached to this Agreement as Exhibit A; and
WHEREAS, the District intends to finance all or a portion of the Project through the use of proceeds from future special assessment bonds (“Bonds”); and
WHEREAS, the District has not had sufficient monies on hand to allow the District to contract directly for: (i) the preparation of the surveys, testing, reports, drawings, plans, permits, specifications, and related documents necessary to complete the Project (“Work Product”); or (ii) construction and/or installation of the improvements comprising the Project (“Improvements”); and

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WHEREAS, the District acknowledges the Developer’s need to commence development of the lands within the District in an expeditious and timely manner; and

WHEREAS, in order to avoid a delay in the commencement of the development of the Work Product and/or the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain of the Work Product and/or Improvements; and

WHEREAS, the Developer and the District are entering into this Agreement to set forth the process by which the District may acquire the Work Product, the Improvements, and any related real property interests (“Real Property”) and in order to ensure the timely provision of the infrastructure and development.

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows:

INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated as a material part of this Agreement.

ADVANCED FUNDING. Prior to the issuance of the Bonds, the Developer may elect to make available to the District such monies as are necessary to enable the District to proceed with, and expedite, the design, engineering, and construction of the Project. The funds (“Advanced Funds”) shall be placed in the District's depository as determined by the District, and shall be repaid to the Developer solely from available proceeds of the Bonds, subject to the terms of this Agreement. The District shall individually account for costs incurred and Advanced Funds expended in connection with the Project.
WORK PRODUCT AND IMPROVEMENTS. The parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date or dates as the parties may jointly agree upon (each, an “Acquisition Date”). Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), and the requirements of this Agreement, the District agrees to acquire completed Work Product and Improvements that are part of the Project.

Request for Conveyance and Supporting Documentation – When Work Product or Improvements are ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the Work Product and/or Improvement and estimated cost. Additionally, Developer agrees to provide, at or prior to the applicable Acquisition Date, the following: (i) documentation of actual costs paid, (ii) instruments of conveyance such as bills of sale or such other instruments as may be requested by the District, and (iii) any other releases, warranties, indemnifications or documentation as may be reasonably requested by the District.

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Costs – Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), the availability of proceeds from the Bonds, and the requirements of this Agreement, the District shall pay the lesser of (i) the actual cost of creation/construction of the Work Product or Improvements, or (ii) the fair market value of the Work Product or Improvements. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for any Work Product and/or Improvements. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (“Board”) whether the cost being paid is the lesser of (i) the actual cost of creation/construction of the Work Product or Improvements, or (ii) the fair market value of the Work Product or Improvements. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the District’s Trustee for the Bonds (“Trustee”).

Conveyances on “As Is” Basis. Unless otherwise agreed, all conveyances of Work Product and/or Improvements shall be on an “as is” basis. That said, the Developer agrees to assign, transfer and convey to the District any and all rights the Developer may have against any and all firms or entities which may have caused any latent or patent defects, including, but not limited to, any and all warranties and other forms of indemnification.

Right to Rely on Work Product and Releases – The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to any Work Product conveyed hereunder, as well as all common law, statutory, and other reserved rights, including all warranties and copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised. To the extent determined necessary by the District, the Developer shall reasonably obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer’s access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Developer agrees to pay such cost or expense.
Transfers to Third Party Governments; Payment for Transferred Property – If any item acquired is to be conveyed to a third-party governmental body, then the Developer agrees to cooperate and provide such certifications, documents, bonds, warranties, and/or forms of security as may be required by that governmental body, if any. Further, the Developer shall make reasonable efforts to first transfer such Work Product and/or Improvements to the District pursuant
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to the terms of this Agreement, and prior to the transfer of such Work Product and/or Improvements to the third-party governmental entity. If the transfer, dedication, conveyance or assignment of such Work Product and/or Improvements to a third-party governmental entity occurs prior to the District’s acquisition of the Work Product and/or Improvements, the District shall be obligated to pay for such Work Product and/or Improvements, subject to the terms of this Agreement, and subject to ensuring that such acquisition and payment would not affect the tax-exempt status of the Bonds.

Permits – The Developer agrees to cooperate fully in the transfer of any permits to the District or a governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.

Engineer’s Certification – The District shall accept any completed Work Product and/or Improvements where the District Engineer (or other consulting engineer reasonably acceptable to the District), in his/her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are part of the Project; (ii) the price for such Work Product and/or Improvements did not exceed the lesser of the cost of creating the Work Product and/or Improvements or the fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.
CONVEYANCE OF REAL PROPERTY. The Developer agrees that it will convey to the District at or prior to the applicable Acquisition Date as determined by the District and the Developer, by a special warranty deed or other instrument acceptable to the Board together with a metes and bounds or other description, the Real Property upon which any Improvements are constructed or which are necessary for the operation and maintenance of, and access to, the Improvements.
Cost. The parties agree that all Real Property shall be provided to the District at no cost, unless (i) the costs for the Real Property are expressly included as part of the Project, as described in the Engineer’s Report, and (ii) the purchase price for the Real Property is the lesser of the appraised value of the Real Property, based on an appraisal obtained by the District for this purpose, or the cost basis of the Real Property to the Developer.

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Fee Title and Other Interests – The District may determine in its reasonable discretion that fee title for Real Property is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems acceptable, or as required by the applicable governing body.

Developer Reservation – Any conveyance of Real Property hereunder by special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the Development) not inconsistent with the District’s use, occupation or enjoyment thereof.

Fees, Taxes, Title Insurance – The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys all said lands to the District. At the time of conveyance, the Developer shall provide, at its expense, an owner’s title insurance policy or other evidence of title in a form satisfactory to the District.

Boundary Adjustments – Developer and the District agree that reasonable future boundary adjustments may be made as deemed necessary by both parties in order to accurately describe lands conveyed to the District and lands which remain in Developer’s ownership. The parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs. Developer agrees that if a court or other governmental entity determines that a re-platting of the lands within the District is necessary, Developer shall pay all costs and expenses associated with such actions.
TAXES, ASSESSMENTS, AND COSTS.
Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law and where applicable, the Developer agrees to place in escrow with the County tax collector an amount equal to the current ad valorem taxes and non-ad valorem assessments (with the exception of those ad valorem taxes and non-ad valorem assessments levied by the District) prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.
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If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of the District.

Notice. The parties agree to provide notice to the other within thirty (30) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes, assessments, or costs imposed on the property acquired by the District as described in subsection a. above. The Developer covenants to make any payments due hereunder in a timely manner in accord with Florida law. In the event that the Developer fails to make timely payment of any such taxes, assessments, or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.
Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

ACQUISITIONS AND BOND PROCEEDS. The District may in the future, and in its sole discretion, elect to issue Bonds that may be used to finance portions of work acquired hereunder, as well as reimburse Advanced Funds. In the event that the District issues the Bonds and has bond proceeds available to pay for any portion of the Project acquired by the District, or any Advanced Funds, and subject to the terms of the applicable documents relating to the Bonds, then the District shall promptly make payment for any such acquired Work Product, Improvements or Real Property, or reimbursable Advanced Funds, pursuant to the terms of this Agreement; provided, however, that no such obligation shall exist where the Developer is in default on the payment of any debt service assessments due on any property owned by the Developer, or is in default under any agreements between the Developer and the District, or, further, in the event the District’s bond counsel determines that any such acquisitions or payments for Advanced Funds are not properly compensable for any reason, including, but not limited to federal tax restrictions
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imposed on tax-exempt financing. Should any proceeds flow to the acquisition and construction account as a result of the satisfaction of a debt reserve release requirement(s), as such requirement(s) is/are defined in the Master Trust Indenture or the relevant Supplemental Trust Indenture, such proceeds shall be used to make payment to the Developer for any Work Product, Improvements, Real Property, or reimbursable Advanced Funds eligible for payment as set forth herein no later than thirty (30) days from the later of the date the funds are released into the acquisition and construction account or the date the Developer provides all necessary documentation to support a payment under this Agreement. Interest shall not accrue on any amounts owed for any prior acquisitions, or Advanced Funds. Unless otherwise provided in an applicable trust indenture, and in the event the District does not or cannot issue sufficient bonds within five
(5) years from the date of this Agreement to pay for all acquisitions hereunder, and reimburse Advanced Funds, and, thus does not make payment to the Developer for any unfunded acquisitions, or any unreimbursed Advanced Funds, then the parties agree that the District shall have no payment or reimbursement obligation whatsoever for those unfunded acquisitions, or unreimbursed Advanced Funds. The Developer acknowledges that the District may convey some or all of the Work Product and/or Improvements described in the Engineer’s Report to a general-purpose unit of local government (e.g., the County) and consents to the District’s conveyance of such Work Product and/or Improvements prior to any payment being made by the District.

CONTRIBUTIONS. In connection with the issuance of the Bonds, the District will levy debt service special assessments to secure the repayment of Bonds. As described in more detail in the District’s applicable assessment reports (“Assessment Report”), and prior to the issuance of the Bonds, the Developer may request that such debt service special assessments be reduced for certain product types. To accomplish any such requested reduction, and pursuant to the terms of this Agreement, the Developer agrees to provide a contribution of Improvements, Work Product and/or Real Property based on appraised value, comprising a portion of the Project and to meet the minimum requirements set forth in the Assessment Report, if any. Any such contributions shall not be eligible for payment by the District hereunder.
IMPACT FEE CREDITS. In connection with the District’s capital improvement plan, the District may finance certain infrastructure that may generate impact fee credits. As set forth in the District’s assessment proceedings, and in recognition of the uncertain market for such credits, and limited value, and as consideration for the District and the Developer undertaking the transactions involved with the District’s Project and financing arrangements, the District and the Developer agree that the Developer may retain any such impact fee credits, provided that the Developer contributes a corresponding amount of Improvements, Work Product and/or Real Property based on appraised value as part of the District’s capital improvement plan, and/or reduces the cost of such Improvements, Work Product or Real Property to be acquired by the District by a corresponding amount of such impact fee credits, and/or prepays debt assessments on all applicable lands (as determined by the District in coordination with the District’s Assessment Consultant) by a corresponding amount of such impact fee credits. Alternatively, the Developer may provide the proceeds of the impact fee credits to the District for deposit into the applicable acquisition and construction account for the Bonds, and for use in acquiring and/or constructing the Project.

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DEFAULT. A default by either party under this Agreement 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 and/or specific performance. Any default under an applicable trust indenture for the Bonds caused by the Developer and/or its affiliates shall be a default hereunder, and the District shall have no obligation to fund the Project in the event of such a default. Notwithstanding the foregoing, neither the District nor the Developer shall be liable for any consequential, special, indirect or punitive damages due to a default hereunder. Prior to commencing any action for a default hereunder, the party seeking to commence such action shall first provide written notice to the defaulting party of the default and an opportunity to cure such default within 30 days.

ATTORNEYS’ FEES AND COSTS. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the substantially prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’, paralegal and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Developer.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law; and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, at the addresses first set forth above. Except as otherwise provided in this Agreement, 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 Agreement 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 Developer may deliver Notice on behalf of the District and the Developer, 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.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have

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drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer 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 Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns.

Notwithstanding the foregoing, the Trustee, acting at the direction of the majority of the owners of the Bonds, shall have the right to directly enforce the provisions of this Agreement. The Trustee shall not be deemed to have assumed any obligations under this Agreement. This Agreement may not be assigned or materially amended, and the Project may not be materially amended, without the written consent of the Trustee, acting at the direction of the majority of the owners of the Bonds, which consent shall not be unreasonably withheld.
ASSIGNMENT. Neither the District nor the Developer may assign this Agreement or any monies to become due hereunder without the prior written approval of the other.

APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in the County in which the District is located.
PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.
LIMITATIONS  ON  GOVERNMENTAL  LIABILITY.	Nothing  in  this
Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.
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COUNTERPARTS. This Agreement 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. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

ANTI-HUMAN TRAFFICKING REQUIREMENTS. The Developer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. The Developer agrees to execute the affidavit, in a form acceptable to the District, in compliance with Section 787.06(13), Florida Statutes.

[Signatures on Next Page]

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In Witness Whereof, the parties execute this Agreement the day and year first written
above.

ATTEST:	Newfield Community Development District

Secretary / Assistant Secretary	Chairman, Board of Supervisors

WITNESS:

Witness (Print Name)

Mattamy Palm Beach LLC, a Delaware
limited liability company

By: 		 Name: 			 Its: 	

Exhibit A:	First Supplemental Engineer’s Report, dated 	, 2025

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Exhibit A

First Supplemental Engineer’s Report, dated 	, 2025

This instrument was prepared by and upon recording should be returned to:

(This space reserved for Clerk)

Lindsay C. Whelan KUTAK ROCK LLP
107 West College Avenue Tallahassee, Florida 32301

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AND CONTRACT RIGHTS
(2025 ASSESSMENT AREA)

This Collateral Assignment and Assumption of Development and Contract Rights (the “Assignment”) is made and entered into this     day of 	 2025, by and between:

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, as amended, and located in Martin County, Florida, with a mailing address of 2501A Burns Rd., Palm Beach Gardens, Florida 33410 (“District”); and

MATTAMY PALM BEACH LLC, a Delaware limited liability company and owner of lands within the boundaries of the District, whose address is 4901 Vineland Road, Suite 450, Orlando, Florida 32811, its successors and assigns (the “Landowner”).

RECITALS

WHEREAS, District is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, as amended, (the “Act”) for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements; and

WHEREAS, the Landowner is the owner of the portion of the lands within the boundaries of the District known as the “2025 Assessment Area” which will be developed by the Landowner, which lands are as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Development”); and
WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of various public infrastructure improvements, facilities, and services within the Development (the “Improvements”) as described in that certain First Supplemental Engineer’s Report, dated	, 2025 (the “Engineer’s Report”); and
Whereas, the capital improvement plan for the Improvements, as set forth in the Engineer’s Report, is in the amount of approximately $	; and

Whereas, the District intends to finance a portion of the Improvements through the issuance of its Newfield Community Development District Special Assessment Revenue Bonds,

Series 2025 (2025 Assessment Area) in the aggregate principal amount of $	 (the “Series 2025 Bonds”); and

WHEREAS, pursuant to Resolutions 2023-04, 2023-05, 2023-06, and 2025-  the District has imposed special assessments (the “Series 2025 Assessments”) on the lands within the Development to secure the repayment of the Series 2025 Bonds; and
WHEREAS, the Landowner has acquired, or hereafter may acquire, certain rights (the “Development and Contract Rights”) in, to, under, or by virtue of certain contracts, agreements, and other documents, which now or hereafter affect the development of the public and private infrastructure within the lands located in the Development (collectively the “Contract Documents”); and
WHEREAS, the District and the Landowner anticipate developing the lands within the Development consistent with the Engineer’s Report and that certain Master Special Assessment Methodology Report, dated March 29, 2023, as supplemented by that certain Final First Supplemental Special Assessment Methodology Report, dated	, 2025 (collectively, the “Assessment Report”), until such time as the lands within the Development within the District are developed in accordance with the Engineer’s Report and subject to a final plat or replat and payment of any true-up amounts due and securing the Series 2025 Bonds (hereinafter referred to as “Development Completion”); and
WHEREAS, in the event of default in the payment of the Series 2025 Assessments securing the Series 2025 Bonds, the District has certain remedies with respect to the lien of the Series 2025 Assessments as more particularly set forth herein, including certain foreclosure rights provided by Florida law (the “Remedied Rights”); and
Whereas, as an inducement to the District to issue its Series 2025 Bonds, it is necessary to require the assignment of the Development and Contract Rights to complete the development of the lands within the Development as anticipated by and at substantially the densities and intensities envisioned in the Engineer’s Report and the Assessment Report; and
Whereas, this Assignment is not intended to impair or interfere with the development of the lands within the Development as anticipated by and at substantially the densities and intensities envisioned in the Engineer’s Report and the Assessment Report and shall only be inchoate and shall become an absolute assignment and assumption of the Development and Contract Rights upon failure of the Landowner to pay the Series 2025 Assessments levied against the lands within the Development owned by the Landowner, if such failure remains uncured after passage of any applicable cure period; and
Whereas, the rights assigned to the District hereunder shall be exercised in a manner which will not materially affect the intended development of the lands within the Development pursuant to the Engineer’s Report and the Assessment Report.
Now, Therefore, in consideration of the above recitals which the parties hereby agree are true and correct and are hereby incorporated by reference and other good and valuable

consideration, the receipt and sufficiency of which are acknowledged, the District and the Landowner agree as follows:
Section 1. Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Assignment.
Section 2. Collateral Assignment.

In the event of either of the Landowner’s default in the payment of the Series 2025 Assessments securing the Series 2025 Bonds, if such failure remains uncured after passage of any applicable cure period, the District shall be entitled to exercise its Remedied Rights to secure control and/or title to the lands within the Development. Such exercise of Remedied Rights by the District may include foreclosure proceedings, acceptance of a deed in lieu of foreclosure and the establishment of a special-purpose entity (“SPE”) to hold title to the lands within the Development, as designee of the District. The Landowner hereby agrees to unconditionally collaterally assign to the District or its designee, and to the extent assignable, and to the extent that they are owned or controlled by the Landowner, all of its Development and Contract Rights as security for the Landowner’s payment and performance and discharge of its obligation to pay the Series 2025 Assessments levied against the lands within the Development. Notwithstanding any contrary terms in this Assignment, the Development and Contract Rights exclude: (i) any portion of the Development and Contract Rights which relate solely to developed and platted lots which have been conveyed to unaffiliated homebuilders or end-users effective as of such conveyance, and (ii) any portion of the Development and Contract Rights which relate solely to any portion of the lands within the Development which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the Martin County, the District, any utility provider, governmental or quasi-governmental entity, any applicable homeowner’s or property owner’s association or other governing entity or association as may be required by the Development and Contract Rights, in each case effective as of such transfer, conveyance and/or dedication, as applicable . Subject to the foregoing, the Development and Contract Rights shall include, but not be limited to, the following:
Any declaration of covenants of a homeowner’s association governing the lands within the Development, as recorded in the Official Records of Martin County, Florida, and as the same may be supplemented, amended and restated from time to time, including, without limitation, all of the right, title, interest, powers, privileges, benefits and options of the “Landowner” or “Declarants” thereunder.
Engineering and construction plans and specifications for grading, traffic capacity analyses, roadways, site drainage, storm water drainage, signage, water distribution, wastewater collection, and other improvements to or affecting the lands within the Development.
Preliminary and final plats and/or site plans for the lands within the
Development.
To the extent that they are owned or controlled by the Landowner,
architectural plans and specifications for public buildings and other public improvements to the lands within the Development.

Permits, approvals, agreements, resolutions, variances, licenses, and franchises and applications therefor whether approved or in process pending before or granted by governmental authorities, or any of their respective agencies, for or affecting the development of the lands within the Development and construction of improvements thereon, as well as offsite to the extent that the offsite improvements are necessary or required to complete the development of the lands within the Development.
Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the development of the lands within the Development or the construction of improvements thereon, together with all warranties, guaranties and indemnities of any kind or nature associated therewith.
Franchise or other agreements for the provision of water and wastewater service to the lands within the Development, and all hookup fees and utility deposits paid by the Landowner in connection therewith.
Permit fees, impact fees, deposits and other assessments and impositions paid by the Landowner to any governmental authority or utility and capacity reservations, impact fee credits and other credits due to the Landowner from any governmental authority or utility provider, including credit for any dedication or contribution of lands by the Landowner in connection with the development of the lands within the Development or the construction of improvements thereon.
All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing and any guarantees of performance of obligations to the Landowner arising thereunder by any means, including, but not limited to, pursuant to governmental requirements, administrative or formal action by third parties, or written agreement with governmental authorities or third parties.
This Assignment is not intended to and shall not impair or interfere with the development of the lands within the Development, including, without limitation, any purchase and sale agreements with a homebuilder(s) relative to all or a portion of the lands within the Development (the “Builder Contracts”), are inchoate and shall only become an absolute assignment and assumption of the Development and Contract Rights upon failure of the Landowner to pay the Series 2025 Assessments levied against the lands within the Development owned by the Landowner, if such failure remains uncured after passage of any applicable cure period; provided, however, that such assignment shall only be absolute to the extent that this Assignment has not been terminated earlier pursuant to the terms hereof.
If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment of the Series 2025 Bonds in full; (ii) Development Completion; (iii) transfer of any Development and Contract Rights to Martin County, the State, the District, any utility provider, any other governmental or quasi-governmental entity, or any homeowners’ or property owner’s association but only to the extent of such transfer; or (iv) transfer of any portion of the lands within the Development that are developed and subject to a final plat to an unaffiliated homebuilder or end-user but only as to such portion transferred, from time to time (herein, the “Term”). At the Landowner’s request from time to time, District

and the Landowner will record a notice or other appropriate instrument in the Public Records of Martin County, Florida, confirming the end of the Term or the release of any property encumbered by this Assignment (and any other instrument encumbering the property of the Landowner), subject to the reasonable approval of the District and subject to conformance with the Engineer’s Report and documents applicable thereto.
Section 3. The Landowner Warranties. The Landowner represent and warrants to the District that, subject to the Builder Contracts now or hereafter executed by the Landowner pursuant to the terms of the Builder Contracts:
The Landowner has made no assignment of the Development and Contract Rights to any person other than the District.
To the actual knowledge of the Landowner, the Landowner have not done any act or omitted to do any act which will prevent the District from, or limit the District in, acting under any of the provisions hereof.
To the actual knowledge of the Landowner, there is no material default under the terms of the existing Contract Documents, subject to any notice and cure periods, and all such Contract Documents remain in full force and effect.
The Landowner is not prohibited under agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.
No action has been brought or threatened which would in any way interfere with the right of the Landowner to execute this Assignment and perform all of its obligations herein contained.
Any transfer, conveyance or sale of the lands within the Development, shall subject any and all affiliated entities or successors-in-interest of the Landowner to this Assignment.
Section 4. The Landowner Covenants. The Landowner covenants with the District that during the Term (as defined above):
The Landowner will use reasonable, good faith efforts to: (i) fulfill, perform, and observe each and every material condition and covenant of the Landowner relating to the Development and Contract Rights, including, but not limited to, any material changes in the Development and Contract Rights; and (ii) give notice to the District of any claim of material default relating to the Development and Contract Rights given to or by the Landowner, together with a complete copy of any such claim.
In the event of the institution of any involuntary bankruptcy, reorganization or insolvency proceedings against the Landowner or the appointment of a receiver or a similar official with respect to all or a substantial part of the properties of the Landowner, the Landowner shall endeavor in good faith to have such proceedings dismissed or such appointment vacated within a period of one-hundred and twenty (120) days.

Section 5. District Obligations. Nothing herein shall be construed as an obligation on the part of the District to accept any liability for all or any portion of the Development and Contract Rights unless it chooses to do so in its sole discretion and is authorized to do so under the Act. Nor shall any provision hereunder be construed to place any liability or obligation on the District for compliance with the terms and provisions of all or any portion of the Development and Contract Rights.
SECTION 6. EVENT(S) OF DEFAULT. Any breach of the Landowner’s warranties contained in Section 3 hereof or breach of covenants contained in Section 4 hereof, or the failure to timely pay the Series 2025 Assessments levied and imposed upon Lands owned by the Landowner, shall, after the giving of notice and an opportunity to cure to the Landowner (which cure period shall not be less than sixty (60) days, and shall not be construed to extend any other cure periods provided hereunder, unless the District, in its sole discretion, agrees to a longer cure period) constitute an Event of Default (hereinafter referred to as an “Event of Default”) under this Assignment.
Section 7. Remedies Upon Event(s) of Default.

Upon an Event of Default, the District or the District’s designee may, as the District’s sole and exclusive remedies under this Assignment (and separate and apart from any Remedied Rights or other rights provided by law), take any or all of the following actions, at the District’s option:
Perform any and all obligations of the Landowner relating to the Development and Contract Rights and exercise any and all rights of the Landowner therein as fully as the Landowner could;
Initiate, appear in, or defend any action arising out of or affecting the Development and Contract Rights; and
Sue for, or otherwise collect and receive, monies due under the Contract Documents, including those past due and unpaid, and apply the same against all costs and expenses of collection and then against all costs and expenses of operation of the lands within the Development or the performance of the Landowner’s obligations under the Contract Documents. Neither entry upon and taking possession of the lands within the Development nor the collection of monies due under the Contract Documents shall in any way operate to cure or waive any default under any instrument given by the Landowner to the District, or prohibit the taking of any other action by District under any such instrument, or at law or in equity, to enforce payment of the obligations secured hereby or to realize on any other security.
To be effective upon the occurrence of an Event of Default, and after the Landowner’s receipt of a demand notice from the District following an Event of Default, the Landowner will use reasonable, good faith efforts: (i) at the sole cost and expense of the Landowner, to enforce the performance and observance of each and every material covenant and condition of the Contract Documents to be performed or observed; and (ii) to appear in and defend

any action involving the Contract Documents or the obligations or liabilities of the Landowner or any guarantor thereunder. Also to be effective upon the occurrence of an Event of Default, and after the Landowner’s receipt of a demand notice from the District following an Event of Default, the Landowner will neither modify the terms of the Contract Documents in any material respect (unless required so to do by the terms thereof or to comply with documents executed in connection with the issuance of the Series 2025 Bonds) nor waive or release any person from the performance of any obligation to be performed under the terms of the Contract Documents or from liability on account of any warranty given by such person, without the prior consent of the District, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Landowner will not at any time take any action (or omit to take any action) with respect to the Development and Contract Rights that materially and adversely affects the rights of the District and the holders of the Series 2025 Bonds.

Section 8. Authorization. Upon the occurrence of and during the continuation of an Event of Default, the Landowner do hereby authorize and shall direct any party to any agreement relating to the Development and Contract Rights to tender performance thereunder to the District or its designee upon written notice and request from the District. Any such performance in favor of the District shall constitute a full release and discharge to the extent of such performance as fully as though made directly to the Landowner.

Section 9. Security Agreement. Subject to the terms of this Assignment, this Assignment shall be a security agreement between the Landowner, as the debtor, and the District, as the secured party, covering the Development and Contract Rights and Contract Documents that constitute personal property governed by the Florida Uniform Commercial Code, and the Landowner grant to the District a security interest in such Development and Contract Rights and Contract Documents. Notwithstanding the foregoing, the District shall not be entitled to exercise any right as a secured party, including, without limitation, the filing of any and all financing statements, until the occurrence of an Event of Default hereunder, subject to any applicable notice and cure period.
SECTION 10. AMENDMENTS. This Assignment shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the trustee for the Series 2025 Bonds (the “Trustee”) and the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding for material modifications.
Section 11. Successors; Third Party Beneficiaries. Except as provided below,
this Assignment is solely for the benefit of the District and the Landowner 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 Assignment. Except as provided below, nothing in this Assignment expressed or implied is intended or shall be construed to confer upon a person or corporation other than the District and the Landowner any right, remedy, or claim under or by reason of this Assignment or any of the provisions or conditions of this Assignment; and all of the provisions, representations, covenants, and conditions contained in this Assignment shall inure to the sole benefit of and shall be binding upon the District and the Landowner and their respective representatives, successors, and assigns. Notwithstanding anything herein to the contrary, the Trustee, on behalf of the holders of the Series 2025 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Assignment

and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding, be entitled to cause the District to enforce the Landowner’s obligations hereunder. The Trustee has not assumed any obligations hereunder.
Section 12. Enforcement. In the event that either party is required to enforce this Assignment by court proceedings or otherwise, then the parties agree that the substantially prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.
Section 13. Authorization. The execution of this Assignment has been duly authorized by the appropriate body or official of the District and the Landowner; both the District and the Landowner have complied with all the requirements of law with respect to the executories of this Assignment; and both the District and the Landowner have full power and authority to comply with the terms and provisions of this instrument.
SECTION 14. NOTICES. All notices, requests, consents and other communications under this Assignment (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight courier delivery service, to the parties, as follows:
If to the District:	Newfield Community Development District
2501A Burns Rd.
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 W. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
If to the Landowner: Mattamy Palm Beach LLC
4901 Vineland Road, Suite 450
Orlando, Florida 32811
Attn: 	

Except as otherwise provided in this Assignment, 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 Assignment 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 Landowner may deliver Notice on behalf of the District and the Landowner. 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.

Section 15. Arms’ Length Transaction. This Assignment has been negotiated fully between the District and the Landowner as an arm’s length transaction. Both parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Assignment, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Landowner.

Section 16. Applicable Law and Venue. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Martin County, Florida.

Section 17. Public Records. The Landowner understand and agree that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

Section 18. Severability. The invalidity or unenforceability of any one or more provisions of this Assignment shall not affect the validity or enforceability of the remaining portions of this Assignment, or any part of this Assignment not held to be invalid or unenforceable.

Section 19. Limitations on Governmental Liability. Nothing in this Assignment shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Assignment shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.
Section 20. Construction. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.

Section 21. Counterparts. This Assignment 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. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.
Section 22. Effective Date. This Assignment shall be effective after the last date of execution by the parties hereto on the date reflected above.

[Signatures on Next Page]

In Witness Whereof, the parties execute this Assignment the day and year first written
above.

WITNESSES:	NEWFIELD COMMUNITY DEVELOPMENT DISTRICT

Printed name:			
Chairman, Board of Supervisors

Address

City, State, Zip

Printed name:	

Address

City, State, Zip
STATE OF FLORIDA COUNTY OF	
The foregoing instrument was acknowledged before me means of ▢ physical presence or
▢ online notarization this     day of     2025, by 	, as Chairperson of the Board of Supervisors of the Newfield Community Development District, for and on behalf of the District who is personally known to me or [ ] produced 		 as identification.
NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

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WITNESSES:

Printed Name: 	

MATTAMY PALM BEACH LLC,
a Delaware limited liability company

By: 		 Name: 	 Its:   	 

Address

City, State, Zip

Printed Name: 	

Address

City, State, Zip

STATE OF FLORIDA
COUNTY OF 	
The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization, this 	 day of 	 2025, by 	, as
	of Mattamy Palm Beach LLC, a Delaware limited liability company, for and on behalf of said entity, who is [  ] is personally known to me or [  ] produced
	 as identification.

Print Name:	 Notary Public, State of Florida

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EXHIBIT A

Legal Description

AGREEMENT BETWEEN THE NEWFIELD COMMUNITY DEVELOPMENT DISTRICT AND MATTAMY PALM BEACH LLC REGARDING
THE COMPLETION OF CERTAIN IMPROVEMENTS (2025 ASSESSMENT AREA)

THIS AGREEMENT (the “Agreement”) is made and entered into this 	 day of 	 2025, by and between:

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, as amended, and located in Martin County, Florida, with a mailing address of 2501A Burns Rd., Palm Beach Gardens, Florida 33410 (the “District”); and

MATTAMY PALM BEACH LLC, a Delaware limited liability company and owner of lands within the boundaries of the District, whose address is 4901 Vineland Road, Suite 450, Orlando, Florida 32811, its successors and assigns (the “Developer”).

Recitals

WHEREAS, the District is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, as amended, (the “Act”) for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements; and
Whereas, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements, including but not limited to roadways, stormwater management improvements, water and sewer facilities, irrigation facilities, landscape, lighting, signage, furnishings and entry features, and other infrastructure improvements within or without the boundaries of the District; and
WHEREAS, the Developer is the owner of certain of the lands within the District and the developer of all of the lands located within the boundaries of the District (the “Development”); and
WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities and services within the Development (the “Improvements”) as described in that certain First Supplemental Engineer’s Report, dated	, 2025, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the “Engineer’s Report”); and

WHEREAS, the District has imposed special assessments on the property within the Development to secure financing for the construction and/or acquisition of a portion of the infrastructure improvements described in Exhibit A, and has validated up to $325,600,000 in special assessment bonds to fund the planning, design, permitting, construction and/or acquisition
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of improvements, including the Improvements; and

WHEREAS, the District intends to finance a portion of the Improvements through the use of proceeds from the sale of its $	 aggregate principal amount of Newfield Community Development District Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area) (the “Series 2025 Bonds”); and

Whereas, in order to ensure that the Improvements are completed and funding is available in a timely manner to provide for their completion, the Developer and the District hereby agree that the District will be obligated to issue no more than $	 in bonds to fund the Improvements and the Developer will make provision for any additional funds that may be needed in the future for the completion of the public and private infrastructure improvements necessary to serve the Development over and above that amount including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.

Now, Therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the District and the Developer agree as follows:

Section 1. Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Agreement.

SECTION 2.  COMPLETION OF IMPROVEMENTS. The Developer and the District agree and acknowledge that the District’s Series 2025 Bonds will provide only a portion of the funds necessary to complete the Improvements. In the event that the cost of the Improvements is such that the construction funds available from the Series 2025 Bonds proceeds are insufficient to complete the Improvements, the Developer hereby agrees to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the Improvements which remain unfunded (as well as any public and private infrastructure improvements necessary for the development of lands securing the Series 2025 Bonds) and also including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (the “Remaining Improvements”) whether pursuant to existing contracts, including change orders thereto, contracts assigned by the Developer to the District, or future contracts. Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The District and the Developer hereby acknowledge and agree that the District’s execution of this Agreement constitutes the manner and means by which any and all portions of the Remaining Improvements are to be funded and completed.
When all or any portion of the Remaining Improvements are the subject of a District contract, the Developer shall provide funds or cause funds to be provided directly to the District in an amount sufficient to complete the Remaining Improvements pursuant to such contract, including change orders thereto, upon written notice from the District.

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When any portion of the Remaining Improvements is not the subject of a District contract, the Developer may choose to: (1) complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements; or (2) have the District enter into a contract and proceed under Section 2(a) above, subject, in each case, to a formal determination by the District’s Board of Supervisors that the option selected by the Developer will not adversely impact the District, and is in the District’s best interests.

Section 3.  Other Conditions and Acknowledgments

The District and the Developer agree and acknowledge that the exact location, size, configuration and composition of the Improvements may change from that described in the Engineer’s Report, depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the scope of the Improvements shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes, which amendment shall require the prior written consent of the trustee for the Series 2025 Bonds (the “Trustee”) acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding.

The District and Developer agree and acknowledge that any and all portions of the Remaining Improvements which are constructed, or caused to be constructed, by the Developer for the benefit of the District shall be conveyed to the District or such other appropriate unit of local government as is designated in the Engineer’s Report or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government.
Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Developer of its completion obligations hereunder is expressly subject to, dependent and conditioned upon the following: (1) the issuance of
$	 par amount of Series 2025 Bonds and use of the proceeds thereof to fund a portion of the Improvements; and (2) the scope, configuration, size and/or composition of the Improvements not materially changing without the consent of the Developer. Such consent is not necessary and the Developer must meet its completion obligations when the scope, configuration, size and/or composition of the Improvements are materially changed in response to a requirement imposed by a regulatory agency.

Section 4.  Default and Protection Against Third Party Interference. A
default by either party under this Agreement 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 and/or specific performance. Except as expressly set forth herein, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Except as expressly set forth herein, nothing contained in this Agreement shall limit or impair the District’s right to
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protect its rights from interference by a third party to this Agreement.

Section 5. Recovery of Costs and Fees. In the event any party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees and expert witness fees, and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

Section 6. Amendments. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the Trustee and the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding for material modifications.

Section 7. Authorization. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer, both the District and the Developer have complied with all the requirements of law, and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

SECTION 8.  NOTICES. All notices, requests, consents and other communications under this Agreement (“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:	Newfield Community Development District
2501A Burns Rd.
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 W. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
If to Developer:	Mattamy Palm Beach LLC
4901 Vineland Road, Suite 450
Orlando, Florida 32811 Attn: 	

Except as otherwise provided in this Agreement, 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 Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day.  Saturdays,
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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 Developer may deliver Notice on behalf of the District and the Developer. 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.

Section 9. Arm’s Length Transaction. This Agreement has been negotiated fully between the District and the Developer as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer.

Section 10. Third Party Beneficiaries. Except as provided below, this Agreement is solely for the benefit of the District and the Developer 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 Agreement. Except as provided below, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding anything herein to the contrary, the Trustee, on behalf of the holders of the Series 2025 Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding, be entitled to cause the District to enforce the Developer’s obligations hereunder. The Trustee has not assumed any obligations hereunder.
Section 11. Assignment. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee and the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding.
Section 12. Controlling Law; Venue. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Martin County, Florida.

Section 13. Effective Date. This Agreement shall be effective after execution by both the District and the Developer.

Section 14. Public Records. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may be treated as such in accordance with Florida law.
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Section 15. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 16. Sovereign Immunity. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Section 17. Headings for Convenience Only. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

Section 18. Counterparts. This Agreement 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. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

[Signatures on Next Page]

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In Witness Whereof, the parties execute this Agreement the day and year first written
above.

ATTEST:	Newfield Community Development District

Secretary / Assistant Secretary	Chairman, Board of Supervisors

WITNESS:

Witness (Print Name)

Mattamy Palm Beach LLC, a Delaware
limited liability company

By: 		 Name: 	 Its: 	 

Exhibit A:	First Supplemental Engineer’s Report, dated 	, 2025

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Exhibit A

First Supplemental Engineer’s Report, dated 	, 2025

This instrument was prepared by and upon recording should be returned to:

(This space reserved for Clerk)

Lindsay C. Whelan KUTAK ROCK LLP
107 West College Avenue Tallahassee, Florida 32301

AGREEMENT REGARDING THE TRUE-UP AND PAYMENT OF SPECIAL ASSESSMENTS FOR SPECIAL ASSESSMENT REVENUE BONDS
(2025 ASSESSMENT AREA)

THIS AGREEMENT (the “Agreement”) is made and entered into this     day of    , 2025, by and between:

NEWFIELD COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, as amended, and located in the Martin County, Florida, with a mailing address of 2501A Burns Rd., Palm Beach Gardens, Florida 33410 (the “District”); and

MATTAMY PALM BEACH LLC, a Delaware limited liability company and owner of lands within the boundaries of the District, whose address is 4901 Vineland Road, Suite 450, Orlando, Florida 32811, its successors and assigns (the “Landowner”).

RECITALS

WHEREAS, the District is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, as amended, (the “Act”) for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the Landowner is the owner of the portion of the lands within the boundaries of the District known as the “2025 Assessment Area” which will be developed by the Landowner, which lands are as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Development”); and

Whereas, pursuant to the Act, the District is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District’s activities and services; and

WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services within the Development (the “Improvements”) as described in that certain First Supplemental Engineer’s Report, dated	, 2025 (the “Engineer’s Report”); and

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WHEREAS, the District intends to finance a portion of the Improvements through the issuance of its Newfield Community Development District Special Assessment Revenue Bonds, Series 2025 (2025 Assessment Area), in the aggregate principal amount of $	 (the “Series 2025 Bonds”); and
WHEREAS, pursuant to Resolutions 2023-04, 2023-05, 2023-06, and 2025-  (the “Assessment Resolutions”), the District has imposed special assessments (the “Series 2025 Assessments”) on the lands within the Development to secure the repayment of the Series 2025 Bonds; and
Whereas, the Landowner agrees that all Lands, including the Landowner’s property, benefit from the timely design, construction, and/or acquisition of the Improvements; and
Whereas, the Landowner agrees that the Series 2025 Assessments have been validly imposed and constitute valid, legal and binding liens upon the lands within the Development upon which the Series 2025 Assessments are imposed; and

Whereas, to the extent permitted by law, the Landowner waives any defect in notice or publication or in the proceedings to levy, impose and collect the Series 2025 Assessments on the lands within the Development; and

WHEREAS, the District’s Master Special Assessment Methodology Report, dated February 10, 2023, as supplemented by that certain final First Supplemental Special Assessment Methodology Report, Series 2025 Bonds, dated	, 2025 (collectively, the “Assessment Report”), provides that as the lands within the Development are platted, the allocation of the amounts assessed to and constituting a lien upon the lands within the Development would be calculated based upon certain density assumptions relating to the number of each type of residential unit to be constructed on the developable acres within the lands within the Development, which assumptions were provided by the Landowner; and
Whereas, the Landowner intends that the lands within the Development will be developed based on then-existing market conditions, and the actual densities developed may be greater or lesser than the densities assumed in the District’s Assessment Report; and

WHEREAS, the Assessment Report anticipates a mechanism by which the Landowner shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of certain plats for a parcel or tract, as described in the District’s Assessment Report (which payments shall collectively be referred to as the “True-Up Payment”); and

Whereas, the Landowner and the District desire to enter into an agreement to confirm the Landowner’s intention and obligation to make the True-Up Payment, if required, relative to the Series 2025 Assessments, subject to the terms and conditions contained herein.

Now, Therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1.  Recitals. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.

Section 2. Validity of Assessments. The Assessment Resolutions have been duly adopted by the District. The Series 2025 Assessments imposed as a lien by the District are legal, valid and binding liens on the land against which assessed until paid, coequal with the lien of all state, county, city, district, and municipal taxes, and superior in dignity to all other non-federal liens, titles, and claims. The Landowner hereby waives and relinquishes any rights it may have to challenge, object to or otherwise fail to pay such Series 2025 Assessments.

Section 3.  Covenant to Pay. The Landowner agrees and covenants to timely pay all such Series 2025 Assessments levied and imposed by the District pursuant to the Assessment Resolutions on assessable property owned by the Landowner, whether the Series 2025 Assessments are collected by the Tax Collector pursuant to Section 197.3632, Florida Statutes, by the District, or by any other method allowable by law. The Landowner further agrees that to the extent the Landowner fails to timely pay all Series 2025 Assessments collected directly by the District, said unpaid Series 2025 Assessments (including True-Up Payments) may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.

Section 4.	Special Assessment Reallocation.

 	

Assumptions as to Series 2025 Assessments. As of the date of the execution of this Agreement, the Landowner has informed the District that it plans to provide for the development
of a sufficient number of residential units to absorb the	Equivalent Residential Units
(“ERUs”) as contemplated by the Assessment Report (hereinafter, collectively referred to as the “Units”) over the approximately 	developable assessable acres comprising the lands within the Development.
Process for Reallocation of Assessments. The Series 2025 Assessments will initially be imposed on an ERU basis on the	platted lots within the lands within the Development and the remaining undeveloped acreage within the Development. At such time as the lands within the Development are to be subject to a plat or replat, the Landowner covenants that such document(s) shall be presented to the District and the District shall allocate the Series 2025 Assessments to those units that are to be subject to the plat or replat and the remaining acreage in accordance with the District’s Assessment Report and shall cause such reallocation to be recorded in the District’s Improvement Lien Book.
It is an express condition of the lien established by the Assessment Resolutions that at the time of recording of any and all plats or replats containing any portion of the lands within the Development, as the boundaries may be amended from time to time, that such document(s) shall be presented to the District for review and allocation of the Series 2025 Assessments to the Units to be subject to plats or replat, and the remaining property in accordance with the District’s Assessment Report (hereinafter referred to as the “Reallocation”). The Landowner covenants to comply, or cause others to comply, with this requirement for the Reallocation. The parties agree that no further action by the Board of Supervisors shall be required. The District’s review of the plats or replat shall be limited

solely to the Reallocation of the Series 2025 Assessments and enforcement of the District’s assessment lien. Nothing herein shall in any way operate to or be construed as providing any other plat approval or disapproval powers to the District.
Each time that a plat or replat is presented to the District (each such date being a “True-Up Date”), the District shall determine if the debt per acre remaining on the unplatted developable land is greater than the debt per acre at the time of imposition of the Series 2025 Assessments and if it is, or that the remaining unplatted developable land is not entitled to support the remaining unassigned debt, a True-Up Payment in the amount of such excess shall become due and payable by the Landowner that tax year, in addition to the regular Series 2025 Assessments installment payable for lands owned by the Landowner. The District will ensure collection of such amounts in a timely manner in order to meet its debt service obligations, and in all cases, the Landowner agrees that such payments shall be made in order to ensure the District’s timely payments of the debt service obligations on the Series 2025 Bonds. If such True-Up Payment is made at least forty-five
(45) days prior to an interest payment date on the Series 2025 Bonds, the Landowner shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within forty-five (45) days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.
The foregoing is based on the District’s understanding with the Landowner that it will provide for the development of a total of sufficient residential units to absorb the
	ERUs within the lands within the Development as identified in the Assessment Report. However, the District agrees that nothing herein prohibits more or less than the currently planned ERUs from being developed. In no event shall the District collect Series 2025 Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Improvements, including all costs of financing and interest; provided, however, that the District may collect Series 2025 Assessments in excess of the annual debt service related to the Improvements, including all costs of financing and interest, which shall be applied to prepay the Series 2025 Bonds. If the strict application of the True-Up methodology to any reallocation pursuant to this paragraph would result in Series 2025 Assessments collected in excess of the District’s total debt service obligation for the Improvements, the District agrees to take appropriate action by resolution to equitably reallocate the Series 2025 Assessments.
The Landowner acknowledges and agrees that a True-Up Payment shall be required if any portion of the lands within the Development upon which the Series 2025 Assessments are allocated is transferred to a government entity, which entity has not consented to the assumption of the Series 2025 Assessments. Notwithstanding anything to the contrary, the Landowner shall not be required to make True-Up Payments for any portion of the lands within the Development that have been conveyed to the District by the Landowner by any foreclosure or deed in lieu thereof.
Section 5.  Enforcement. This Agreement is intended to be an additional method of enforcement of the Landowner’s obligation to pay and to abide by the requirements of the Series 2025 Assessments, including the making of the True-Up Payment, as set forth in the Assessment

Resolutions. A default by any party under this Agreement shall entitle any other party to all remedies available at law or in equity, excluding special, consequential and punitive damages.

Section 6. Enforcement. In the event any party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees and expert witness fees, and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 7. NOTICE. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be mailed by First Class Mail, postage prepaid, delivered by overnight delivery service, or telecopied or hand delivered to the parties, as follows:

If to the District:	Newfield Community Development District
2501A Burns Rd.
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 W. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
If to the Landowner: Mattamy Palm Beach LLC
4901 Vineland Road, Suite 450
Orlando, Florida 32811 Attn: 	
Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. If mailed as provided above, Notices shall be deemed delivered on the third business day unless actually received earlier. Notices hand 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 Agreement 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 parties may deliver Notice on behalf of the parties. 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.

Section 8.	Assignment.

The Landowner may not assign its True-Up obligations under this Agreement except in accordance with the terms of Section 8(B) below. This Agreement shall constitute a covenant running with title to the lands within the Development, binding upon the Landowner and

its successors and assigns as to the lands within the Development or portions thereof, and any transferee of any portion of the lands within the Development except as noted below.

The Landowner shall not transfer any portion of the lands within the Development to any third party without satisfying any True-Up Payment that results from a True-Up analysis that will be performed by the District Manager as a condition to such transfer (the “Transfer Condition”). A third party acquiring any portion of the lands within the Development shall automatically be bound by this Agreement and assume the Landowner’s True-Up obligation under this Agreement with respect to such lands. Such a transferee shall be deemed the “Landowner” from and after such transfer for all purposes as to such portion of the lands within the Development so transferred. Any transfer that is consummated pursuant to this Section 8(B) shall operate as a release of the Landowner from its obligations under this Agreement as to such portion of the lands within the Development transferred and only arising from and after the date of such transfer and payment of any True-Up Payment due pursuant to the Transfer Condition. Nothing herein shall apply to transfers of Lands exempt from assessments to Martin County, the District, a municipality, other governmental agencies or a homeowner association created to serve any portion of the project. Furthermore, notwithstanding anything herein to the contrary, residential platted units sold to end users shall be automatically released from any and all true up obligations under this Agreement.

SECTION 9. AMENDMENT. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties, and with the prior written consent of the trustee for the Series 2025 Bonds (the “Trustee”), acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding for material modifications.
Section 10.  Termination. This Agreement shall continue in effect until the earlier of:
(1) the entirety of the lands within the Development being developed and subject to a final plat and the District’s receipt of payment of any associated True-Up Payments; or (2) the payment in full of all outstanding Series 2025 Bonds.

Section 11. Negotiation at Arm’s Length. This Agreement has been negotiated fully between the parties as an arms’ length transaction. All parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either party.

Section 12. Beneficiaries. Except as provided below, this Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Except as provided below, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. Notwithstanding the foregoing, the Trustee, on behalf of the holders of the Series 2025

Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the holders owning a majority of the aggregate principal amount of the Series 2025 Bonds then outstanding, be entitled to cause the District to enforce the Landowner’s obligations hereunder. The Trustee has not assumed any obligations hereunder.

Section 13.	Limitations on Governmental Liability. Nothing in this Agreement
shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Section 14. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Martin County, Florida.

Section 15. Public Records. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may require treatment as such in accordance with Florida law.

Section 16. Execution in Counterparts. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.
Section 17. Effective Date. This Agreement shall become effective after execution by the parties hereto on the date reflected above.

[Signatures on Next Page]

In Witness Whereof, the parties execute this Agreement the day and year first written
above.

WITNESSES:	NEWFIELD COMMUNITY DEVELOPMENT DISTRICT

Printed name:			
Chairman, Board of Supervisors

Address

City, State, Zip

Printed name:	

Address

City, State, Zip
STATE OF FLORIDA COUNTY OF	
The foregoing instrument was acknowledged before me means of ▢ physical presence or
▢ online notarization this     day of     2025, by 	, as Chairperson of the Board of Supervisors of the Newfield Community Development District, for and on behalf of the District who is personally known to me or [ ] produced 		 as identification.
NOTARY STAMP:

Signature of Notary Public

Printed Name of Notary Public

WITNESSES:

Printed Name: 	

MATTAMY PALM BEACH LLC,
a Delaware limited liability company

By: 		 Name: 	 Its:   	 

Address

City, State, Zip

Printed Name: 	

Address

City, State, Zip

STATE OF FLORIDA
COUNTY OF 	
The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization, this 	 day of 	 2025, by 	, as
	of Mattamy Palm Beach LLC, a Delaware limited liability company, for and on behalf of said entity, who is [  ] is personally known to me or [  ] produced
	 as identification.

Print Name:	 Notary Public, State of Florida

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Exhibit A

Legal Description