CITYPLACE COMMUNITY DEVELOPMENT
DISTRICT

PALM BEACH COUNTY Landowners’ Meeting & Regular Board Meeting November 30, 2022
4:00 P.M.

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

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

AGENDA
CITYPLACE COMMUNITY DEVELOPMENT DISTRICT
Chamber of Commerce of the Palm Beaches 401 North Flagler Drive
West Palm Beach, Florida 33401
LANDOWNERS’ MEETING
November 30, 2022
4:00 p.m.

Call to Order
Proof of Publication…	Page 1
Establish Quorum
Consider Adoption of Election Procedures…	Page 2
Election of Chair for Landowners Meeting
Election of Secretary for Landowners Meeting
Approval of Minutes
November 6, 2020 Landowners’ Meeting Minutes…	Page 5
Election of Supervisors
Determine Number of Voting Units Represented or Assigned by Proxy…	Page 7
Nomination of Candidates
Casting of Ballots…	Page 8
Ballot Tabulations
Certification of the Results
Landowners’ Comments
Adjourn

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Page 1

SPECIAL DISTRICT (CDD) ELECTION PROCEDURES

Landowners’ Meeting
In accordance with the provisions of Chapter 190, Florida Statutes, it is required that an initial meeting of the Landowners of the District be held within ninety (90) days following the effective date of the rule or ordinance establishing the District and thereafter every two (2) years during the month of November for the purpose of electing Supervisors. The second election by landowners shall be held on the first Tuesday in November; thereafter, there shall be an election of supervisors every two (2) years in November on a date established by the Board of Supervisors. The assembled Landowners shall organize by electing a Chairperson, who shall preside over the meeting; and a Secretary shall also be elected for recording purposes.

Establishment of Quorum
Any Landowner(s) present or voting by proxy shall constitute a quorum at the meeting of the Landowners.

Nomination of Candidates
At the meeting, the Chairperson shall call for nominations from the floor for Candidates for the Board of Supervisors. When there are no further nominations, the Chairperson shall close the floor for nominations. The names of each Candidate and the spelling of their names shall be announced. Nominees need not be present to be nominated.

Voting
Each Landowner shall be entitled to cast one (1) vote for each acre (or lot parcel), or any fraction thereof, of land owned by him or her in the District, for each open position on the Board. (For example, if there are three (3) positions open, an owner of one (1) acre or less (or one lot parcel) may cast one (1) vote for each of the three (3) positions. An owner of two (2) acres (or two lot parcels) may cast two (2) votes for each of the three (3) positions.) Each Landowner shall be entitled to vote either in person or by a representative present with a lawful written proxy.

Registration for Casting Ballots
The registration process for the casting of ballots by Landowners or their representatives holding their proxies shall be as follows:

Page 2

At the Landowners’ Meeting and prior to the commencement of the first casting of ballots for a Board of Supervisor position, each Landowner, or their representative if proxies are being submitted in lieu thereof, shall be directed to register their attendance and the total number of votes by acreage (or lot parcels) to which each claims to be entitled, with the elected Secretary of the meeting or the District’s Manager.

At such registration, each Landowner, or their representative with a lawful proxy, shall be provided a numbered ballot for the Board of Supervisor position(s) open for election. A District representative will mark on the ballot the number of votes that such Landowner, or their representative, is registered to cast for each Board of Supervisor position open for election.

All Landowner proxies shall be collected at the time of registration and retained with the Official Records of the District for subsequent certification or verification, if required.

Casting of Ballots
Registration and the issuance of ballots shall cease once the Chairperson calls for the commencement of the casting of ballots for the election of a Board of Supervisor(s) and thereafter no additional ballots shall be issued.
The Chairperson will declare that the Landowners, or their representatives, be requested to cast their ballots for the Board of Supervisor(s). Once the ballots have been cast, the Chairperson will call for a collection of the ballots.
Counting of Ballots
Following the collection of ballots, the Secretary or District Manager shall be responsible for the tabulation of ballots in order to determine the total number of votes cast for each candidate that is seeking election.
At the second and subsequent landowner elections*, the two (2) candidates receiving the highest number of votes will be declared by the Chairperson as elected to the Board of Supervisors for four-year terms. The candidate receiving the next highest number of votes will fill the remaining open position on the Board of Supervisors for a two-year term, as declared by the Chairperson.
* At the final landowner election (after the 6th or 10th year), the candidate receiving the highest number of votes will be elected to the Board of Supervisors for a four-year term (two (2) supervisors are elected by General Election).
Contesting of Election Results
Following the election and announcement of the votes, the Chairperson shall ask the Landowners present, or those representatives holding proxies for Landowners, whether they wish to contest the election results. If no contests are received, said election results shall thereupon be certified.
If there is a contest, the contest must be addressed to the Chairperson and thereupon the individual casting a ballot that is being contested will be required to provide proof of ownership of the acreage (or lot parcels) for which they voted at the election within five (5) business days of the Landowners’ Meeting. The proof of ownership shall be submitted to the District Manager who will thereupon consult with the District’s General Counsel and together they will review the material provided and will determine the legality of the contested ballot(s). Once the contests are resolved, the Chairperson shall reconvene the Landowners’ Meeting and thereupon certify the election results.

Recessing of Annual Landowners’ Meeting
In the event there is a contest of a ballot or of the election, the Landowners’ Meeting shall be recessed to a future time, date and location, at which time the election findings on the contest shall be reported in accordance with the procedure above and the newly elected Supervisor(s) shall thereupon take their Oath of Office.

Miscellaneous Provisions
Each Landowner shall only be entitled to vote in person or by means of a representative attending in person and holding a lawful written proxy in order to cast said Landowner’s votes.

Proxies will not require that proof of acreage (or lot parcel) ownership be attached. Rather, proof of ownership must be provided timely by the holder of the proxy, if the proxy is contested in accordance with the procedure above.

CALL TO ORDER

District Manager Michael McElligott called the November 6, 2020, Landowners’ Meeting of the CityPlace Community Development District to order at 3:07 pm. at the Chamber of Commerce of the Palm Beaches located at 401 North Flagler Drive, West Palm Beach, Florida 33401.

PROOF OF PUBLICATION

Proof of publication was presented that notice of the Landowners’ Meeting had been published in The Palm Beach Post on October 9, 2020, and October 16, 2020, as legally required.

ESTABLISH A QUORUM

The only landowner represented was Mr. Stephen Travers with a proxy from CityPlace Retail, LLC for a total of one (70) vote.

Other people present were Supervisors Ken Tuma and Dennis Grady along with Attorney Bill Capko of Lewis Longman & Walker, P.A. by phone.

Jordan Rathlev with Related companies was also present.

CONSIDER ADOPTION OF ELECTION PROCEDURES

Mr. McElligott asked Mr. Travers if he was prepared to accept the Election Procedures and he indicated that he was.

ELECTION OF CHAIR FOR LANDOWNERS’ MEETING

Mr. Travers indicated that he would serve as Chair for the Landowners’ Meeting.

ELECTION OF SECRETARY FOR LANDOWNERS’ MEETING

Mr. Travers asked Mr. McElligott to serve as Secretary for the Landowners’ Meeting. Mr. McElligott accepted the nomination.

APPROVAL OF MINUTES
November 9, 2018, Landowners’ Meeting

Mr. Travers approved the November 9, 2018, Landowners’ Meeting minutes, as presented.

ELECTION OF OFFICERS
Determine Number of Voting Units Represented or Assigned by Proxy

Mr. McElligott determined that there were (70) votes present.

Nomination of Candidates

Mr. Travers nominated Dennis Grady for Seat 1, and Ken Tuma for Seat 5, and Seat 3 will remain vacant at this time.

Casting of Ballots

Mr. Travers voted for Mr. Grady and Mr. Tuma to fill the two (2) open seats with four-year terms and left vacant the seat with a two-year term.

Ballot Tabulations

Mr. McElligott tabulated the ballots, granting each, Mr. Grady and Mr. Tuma, a four-year term, until 2024, and vacant seat 3 a two-year term until 2022.

Certification of Results

Mr. McElligott certified the results of the election.

LANDOWNER COMMENTS

There were no comments.

ADJOURNMENT

There being no further business to come before the Board, the Landowners’ Meeting was adjourned at 3:12 p.m. by Mr. Travers.

Secretary/Assistant Secretary	Chair/Vice-Chair

LANDOWNER PROXY CITYPLACE
COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS’ MEETING

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints 	(“Proxy Holder”) for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of the CityPlace Community Development District to be held on November 30, 2022 at 4:00 p.m. in the Chamber of Commerce of the Palm Beaches located at 401 North Flagler Drive, West Palm Beach, Florida 33401, and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner which the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing which may be considered at said meeting including, but not limited to the Board of Supervisors. Said Proxy Holder may vote in accordance with their discretion on all matters not known or determined at the time of solicitation of this proxy, which may be legally considered at said meeting.

This proxy is to continue in full force and effect from the hereof until the conclusion of the above noted landowners’ meeting and any adjournment or adjournments thereof but may be revoked at any time by written notice of such revocation presented at the annual meeting prior to the Proxy Holder exercising the voting rights conferred herein.

Printed Name of Legal Owner

Signature of Legal Owner	Date

Parcel Description*	# of Acres

* Insert in the space above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. [If more space is needed, identification of Parcels owned may be incorporated by reference to an attachment hereto.]

Pursuant to section 190.006(2) (b), Florida Statutes (2020), a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto.

TOTAL NUMBER OF AUTHORIZED VOTES:    
Please note that each eligible acre of land or fraction thereof is entitled to only one vote, for example, a husband and wife are together entitled to only one vote per their residence if it is located on one acre or less of real property.
If the Legal Owner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto. (e.g. bylaws, corporate resolution, etc.)

BALLOT #		

BALLOT

CITYPLACE
COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS’ MEETING

ELECTION OF BOARD SUPERVISORS

NOVEMBER 30, 2022

The undersigned certifies that he/she is the owner ( ) or duly authorized representative of lawful proxy of an owner ( ) of land in the CityPlace Community Development District, constituting 	 acre(s) and hereby casts up to the corresponding number of his/her vote(s) for the following candidate/candidates to hold the above-named open position:

Name of Candidate	Number of Votes

Signature: 	

Printed Name: 	

Street Address or Tax Parcel Id Number for your Real Property:

AGENDA
CITYPLACE COMMUNITY DEVELOPMENT DISTRICT
Chamber of Commerce of the Palm Beaches 401 North Flagler Drive
West Palm Beach, Florida 33401
REGULAR BOARD MEETING
November 30, 2022
4:00 p.m.

Call to Order
Proof of Publication…	Page 10
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 for Items Not on the Agenda
Approval of Minutes
1.  September 16, 2022 Regular Board Meeting & Public Hearing…	Page 11
Old Business
New Business
Consider Approval of Amendment to B Deck Easement Agreement…	Page 15
Consider Approval of SDS O&M Methodology Agreement…	Page 16
Discussion Regarding Proposed ‘C’ Garage Exclusive Easement
Discussion Regarding Existing ‘D’ Garage Exclusive Easement and Proposed use of Proceeds
Consider Approval of Amendment to West Parking Lease and Corresponding Memorandum
of Lease…	Page 18
Consider Approval of Amendment to East Parking Lease and Corresponding Memorandum
of Lease…	Page 19
Consider Approval of Amendment to Plaza Lease and Corresponding Memorandum of Lease…	Page 20
Consider Approval of Amendment to CDD’s Property Management Agreement with
Related Urban Management Southeast…	Page 21
Administrative Matters
Board Members Comments
Adjourn

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CALL TO ORDER

District Manager Michael McElligott called the September 16, 2022, Regular Board Meeting of the CityPlace Community Development District to order at 4:05 pm at the Chamber of Commerce of the Palm Beaches, 401 North Flagler Drive, West Palm Beach, Florida, 33401.

PROOF OF PUBLICATION

Proof of publication was presented that notice of the Regular Board Meeting had been published in The Palm Beach Post on August 26, 2022, and September 2, 2022, as legally required.

ESTABLISH A QUORUM

It was determined that the attendance of Chair Dennis Grady, and Supervisors Ken Tuma and Stephen Travers constituted a quorum, and it was in order to proceed with the meeting.

Staff in attendance were District Manager Michael McElligott from Special District Services, Inc. and District Counsel Bill Capko of Lewis Longman & Walker, P.A. via phone.

ADDITIONS OR DELETIONS TO THE AGENDA

Mr. McElligott asked to add Auditor Renewal to the agenda under new business. There were no objections from the Board.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

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

APPROVAL OF MINUTES
May 13, 2022, Regular Board Meeting

Mr. McElligott presented the minutes of the May 13, 2022, Regular Board Meeting and without changes, Mr. Tuma moved, and Mr. Travers seconded that the minutes of the May 13, 2022, Regular Board Meeting be approved, as presented. The motion carried 3-0.

Public Hearing

The Public Hearing was opened at 4:10 pm.

Proof of Publication

Mr. McElligott opened the public hearing and provided proof of publication that the Public Hearing had been published in The Palm Beach Post on August 26, 2022, and September 2, 2020, as legally required.

Receive Public Comment on Fiscal Year 2022/2023 Final Budget
Mr. McElligott presented the budget after which there was no public comment.

Consider Resolution No. 2022-02 – Adopting a Fiscal Year 2022/2023 Final Budget
Mr. McElligott introduced Resolution No. 2022-02, entitled:

RESOLUTION NO. 2022-02

A RESOLUTION OF THE CITYPLACE COMMUNITY DEVELOPMENT DISTRIC ADOPTING A FISCAL YEAR 2022/2023 BUDGET.

After a brief discussion by the Board, Mr. Travers moved approval of Resolution No. 2022-02, as presented, seconded by Mr. Tuma. The motion carried 3-0.

The Public Hearing was closed at 4:15 pm.

OLD BUSINESS

There was no old business.

NEW BUSINESS

Discussion Regarding Expenses

Mr. Travers had requested this item, however this discussion was handled during the Budget agenda item earlier in the meeting. There was no further discussion needed.

Consider Resolution No. 2022-03 – Adopting a Fiscal Year 2022/2023 Meeting Schedule

Mr. McElligott introduced Resolution No. 2022-03, entitled:

RESOLUTION NO. 2022-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CITYPLACE COMMUNITY DEVELOPMENT DISTRICT, ESTABLISHING A REGULAR MEETING SCHEDULE FOR FISCAL YEAR 2022/2023 AND SETTING THE TIME AND LOCATION OF SAID DISTRICT MEETINGS; AND PROVIDED AN EFFECTIVE DATE.

Mr. McElligott presented the proposed 2022/2023 meeting schedule. After a brief discussion, Mr. Tuma moved approval of Resolution No. 2022-03 as presented, Mr. Travers seconded, and the motion carried 3-0.

Consider Resolution No. 2022-04 – Adopting a Fiscal year 2021/2022 Amended Budget
Mr. McElligott introduced Resolution No. 2022-04, entitled:

RESOLUTION NO. 2022-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CITYPLACE	COMMUNITY	DEVELOPMENT	DISTRICT AUTHORIZING AND ADOPTING AN AMENDED FINAL FISCAL YEAR 2021/2022 BUDGET (“AMENDED BUDGET”), PURSUANT TO CHAPTER
189, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE.

Mr. McElligott presented the 2021/2022 Amended Budget. After a brief discussion, Mr. Tuma moved
approval of Resolution No. 2022-04 as presented, Mr. Travers seconded, and the motion carried 3-0.

Consider Approval of Auditor Renewal Proposal

Mr. McElligott presented the auditor renewal proposal in the meeting book. Mr. McElligott reminded the Board that when the approved the last auditor contract, that contract was a 3 year contract with an optional 2 year renewal. The 2 year renewal is what is before the Board today. Staff recommends approving the renewal.

After a brief discussion, Mr. Tuma moved to approve the 2 year Audit Renewal with Grau & Associates as presented, Mr. Travers seconded, and the motion carried 3-0.

ADMINISTRATIVE MATTERS

Mr. Capko informed the Board that there are some agreements with the City that will need to be considered by the Board soon, but at this time those documents are not ready. Mr. Capko will let the District Manager know when they are ready and if we will need to schedule an additional to consider them.

BOARD MEMBER COMMENTS

There were no Board member comments.
.

ADJOURNMENT

There being no further business to come before the Board, the Regular Board Meeting was adjourned at 4:23 pm. on a motion from Mr. Tuma, seconded by Mr. Grady and the motion carried 3-0.

Secretary/Assistant Secretary	Chair/Vice-Chair

CONSIDER APPROVAL OF AMENDMENT TO B DECK EASEMENT AGREEMENT

TO BE DISTRIBUTED UNDER SEPARATE COVER

FIRST AMENDMENT TO AGREEMENT FOR SERVICES

This first Amendment to the 	, 20	, Agreement for Services between CityPlace
Community Development District (hereinafter called the District) and Special District Services, Inc. (hereinafter called SDS) is made and entered into this 	 day of 	, 20	.

WHEREAS, on 	, 20	, the District and SDS entered into an agreement for services for the management of the District; and,

WHEREAS, the District is in need of an assessment methodology for the operation and maintenance of the District; and

WHEREAS, SDS has agreed to provide certain services to the District in conjunction with said methodology that were not contemplated at the time of 	, 20	, Agreement; and,

WHEREAS, the District and SDS desire to reduce their Agreement to writing, setting forth the tasks and compensation for this additional work.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:

SECTION I – RECITALS

The recitals set forth hereinabove are true and correct and incorporated herein by reference.

SECTION II – WORK PROGRAM

Task 1. SDS will provide a Special Assessment Methodology for Operations and Maintenance Report.

SECTION III – COMPENSATION

The fee for the Special Assessment Methodology for Operations and Maintenance Report is $5,000, which shall be due and payable upon submittal of said Report.

In addition, SDS shall be reimbursed for out-of-pocket expenses incurred in the performance of the services defined herein (i.e., photocopies, postage, long distance telephone calls, mileage, etc.).

SECTION IV – DOCUMENTS

All documents, maps, drawings, data and worksheets prepared by SDS under this Agreement shall be the property of the District, upon payment in full of all fees and costs set forth above.

SECTION V – TERM OF AGREEMENT

This Agreement shall be continuous beginning with the date the Agreement is signed. Termination of the Agreement shall be available to each party with written notice given sixty (60) days in advance of the intent to cancel.

CityPlace Community Development District First Amendment to Agreement
Page 2 of 2

SECTION VI – AMENDMENTS/ASSIGNMENTS

This Agreement represents the entire understanding between the parties.

This Agreement is non-transferable and non-assignable without the express written consent of both parties. This Agreement may be executed in counterparts, all of which together shall constitute one Agreement.
This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida.

SECTION VII – MISCELLANEOUS

If either party to this Agreement shall institute any suit and legal action to enforce any of the terms or conditions of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorneys’ fees and costs for all matters related to such litigation, and any appeal thereto. Venue for any action arising out of this Agreement shall lie in Palm Beach County, Florida.

The District acknowledges that SDS is not an attorney and may not render legal advice or opinions. Time is of the essence as to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITYPLACE COMMUNITY	SPECIAL DISTRICT SERVICES, DEVELOPMENT DISTRICT

By:		By:	

Printed Name and Title	Date	Printed Name and Title	Date

AMENDMENT TO WEST PARKING LEASE AND CORRESPONDING MEMORANDUM OF LEASE

TO BE DISTRIBUTED UNDER SEPARATE COVER

AMENDMENT TO EAST PARKING LEASE AND CORRESPONDING MEMORANDUM OF LEASE

TO BE DISTRIBUTED UNDER SEPARATE COVER

AMENDMENT TO PLAZA LEASE AND CORRESPONDING MEMORANDUM OF LEASE

TO BE DISTRIBUTED UNDER SEPARATE COVER

AMENDMENT TO CDD’S PROPERTY MANAGEMENT AGREEMENT WITH RELATED URBAN MANAGEMENT SOUTHEAST

TO BE DISTRIBUTED UNDER SEPARATE COVER