WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

COLLIER COUNTY REGULAR BOARD MEETING NOVEMBER 2, 2021
1:00 P.M.

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

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

AGENDA
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT
Clubhouse at Winding Cypress 7180 Winding Cypress Drive Naples, Florida 34114 REGULAR BOARD MEETING
November 2, 2021
1:00 p.m.

Call to Order
Proof of Publication.	Page 1
Establish a Quorum
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
August 3, 2021 Regular Board Meeting & Public Hearing…	Page 2
Old Business
New Business
Consider Resolution No. 2021-07 – Adopting Fiscal Year 2020/2021 Amended Budget…	Page 6
Consider Approval of Maintenance Agreement Between the District and HOA…	Page 12
Consider Approval of District Counsel New Status with Kutak Rock LLP…	Page 23
Administrative Matters
Board Members Comments
Adjourn

WINDING CYPRESS COMM 25 1 BURNS RD # A
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WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT
PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 3, 2021

CALL TO ORDER

The Regular Board Meeting of the Winding Cypress Community Development District (the “District”) was called to order at 1:00 p.m. at the Clubhouse at Winding Cypress located at 7180 Winding Cypress Drive, Naples, Florida 34114.

PROOF OF PUBLICATION

Proof of publication was presented that Notice of the Regular Board Meeting had been published in the
Naples Daily News on July 14, 2021, and July 21, 2021, as legally required.

ESTABLISH A QUORUM

It was determined that the virtual attendance of the following Supervisors constituted a quorum and it was in order to proceed with the meeting:

Chairman	Scott Brooks	Present	
Vice Chairman	Mike Hueniken	Absent	
Supervisor	Laura Ray	Present	
Supervisor	Patrick Butler	Present	
Supervisor	Dr. James Verbist	Absent	

Also present were the following Staff members:

District Manager	Kathleen Meneely	Special District Services, Inc.	
District Counsel	Alyssa Willson (via phone)	Hopping, Green & Sams	

ADDITIONS OR DELETIONS TO THE AGENDA

There were no additions or deletions to the agenda.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

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

APPROVAL OF MINUTES
May 4, 2021, Public Hearing & Regular Board Meeting

The minutes of the May 4, 2021, Public Hearing & Regular Board Meeting were presented for consideration.

A motion was then made by Ms. Ray, seconded by Mr. Brooks and passed unanimously approving the minutes of the May 4, 2021, Public Hearing & Regular Board Meeting, as presented.

The Regular Board Meeting was then recessed and the Public Hearing was opened.

PUBLIC HEARING
Proof of Publication

Proof of publication was presented that Notice of the Public Hearing had been published in the Naples Daily News on July 14, 2021, and July 21, 2021, as legally required.

Receive Public Comment on the Fiscal Year 2021/2022 Final Budget

There was no public comment on the Fiscal year 2021/2022 Final Budget/

Consider Resolution No. 2021-04 – Adopting a Fiscal Year 2021/2022 Final Budget

Resolution No. 2021-04 was presented, entitled:

RESOLUTION 2021-04

THE ANNUAL APPROPRIATION RESOLUTION OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGETS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2021, AND ENDING SEPTEMBER 30, 2022; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

Ms. Ray stated that on page 3 of the resolution, under (c), it should be “2022” and that there was an extra “0” in the general fund amount in the chart that should be removed.

A motion was made by Ms. Ray, seconded by Mr. Butler and passed unanimously adopting Resolution No. 2021-04, as amended.

The Public Hearing was then closed and the Regular Board Meeting was reconvened.

OLD BUSINESS

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

NEW BUSINESS
Consider Resolution No. 2021-06 – Adopting a Fiscal Year 2021/2022 Meeting Schedule

Resolution No. 2021-06 was presented, entitled:

RESOLUTION NO. 2021-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT, ESTABLISHING A REGULAR MEETING SCHEDULE FOR FISCAL YEAR 2021/2022 AND

SETTING THE TIME AND LOCATION OF SAID DISTRICT MEETINGS; AND PROVIDING AN EFFECTIVE DATE.

Upon discussion, there was a consensus of the Board to remove the January 4 and July 5 meeting dates.

A motion was made by Mr. Brooks, seconded by Ms. Ray and passed unanimously adopting Resolution No. 2021-06, as amended.

Accept and Receive Lake Bank Inspection Report

There was discussion that Pulte would be making the repairs outside the rainy season, in the beginning of the year. Mr. Brooks indicated that he had spoken to Ms. Willson about putting together a maintenance agreement for the HOA, as the turnover would be taking place soon. Ms. Willson indicated she would bring the agreement to the next meeting for Board consideration.

A motion was made by Ms. Ray, seconded by Mr. Butler and passed unanimously accepting and receiving the Lake Bank Inspection Report, as presented.

ADMINISTRATIVE MATTERS

Ms. Meneely went over the upcoming meeting schedule. There was a consensus to cancel the September meeting and to plan on meeting in October or November, with the preference to meet in October, if the amended budget is ready.

Ms. Willson indicated that two of the Board seats would turn over at the next general election in November 2022 and those seats would need to be designated. There was discussion regarding the need for the developers to stay on the Board, if the community has been turned over. Ms. Willson went over the process for developer Board Members to resign early, if they so choose.

BOARD MEMBER COMMENTS

Mr. Brooks indicated he was working on conveyances with Ms. Willson and on the HOA maintenance agreement.

Mr. Butler indicated that he owed Ms. Willson a response on the preserve parcel before turnover to the CDD with the funding account to be opened once conveyed.

ADJOURNMENT

There being no further business to come before the Board, the Regular Board Meeting was adjourned at 1:27 p.m. on a motion made by Mr. Brooks, seconded by Ms. Ray and passed unanimously.

 	
Chairman/Vice Chairman		Secretary/Assistant Secretary Date Approved	 	

RESOLUTION NO. 2021-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING AND ADOPTING AN AMENDED FINAL FISCAL YEAR 2020/2021 BUDGET (“AMENDED BUDGET”), PURSUANT TO CHAPTER 189, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Board of Supervisors of the Winding Cypress Community Development District (“District”) is empowered to provide a funding source and to impose special assessments upon the properties within the District; and,

WHEREAS, the District has prepared for consideration and approval an Amended Budget.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT, THAT:

Section 1. The Amended Budget for Fiscal Year 2020/2021 attached hereto as Exhibit “A” is hereby approved and adopted.

Section 2.      The Secretary/Assistant Secretary of the District is authorized to execute any and all necessary transmittals, certifications or other acknowledgements or writings, as necessary, to comply with the intent of this Resolution.

PASSED, ADOPTED and EFFECTIVE this 2nd day of November, 2021.

ATTEST:	WINDING CYPRESS
COMMUNITY DEVELOPMENT DISTRICT

By:			By:		 Secretary/Assistant Secretary			Chairperson/Vice Chairperson

Winding Cypress Community Development District

Amended Final Budget For Fiscal Year 2020/2021
October 1, 2020 - September 30, 2021

CONTENTS

AMENDED FINAL OPERATING FUND BUDGET

AMENDED FINAL DEBT SERVICE FUND BUDGET - SERIES 2015 III	AMENDED FINAL DEBT SERVICE FUND BUDGET - SERIES 2019

AMENDED FINAL BUDGET
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT OPERATING FUND
FISCAL YEAR 2020 2021 OCTOBER 1, 2020 - SEPTEMBER 0, 2021

REVENUES	FISCAL YEAR 2020 2021 BUDGET
10 1 20 - 9 0 21	AMENDED FINAL BUDGET
10 1 20 - 9 0 21	YEAR TO DATE ACTUAL
10 1 20 - 9 29 21	
O &   Assess e  s	       	178,107	     0 	
 e   Assess e s 20   	 2  2  	526,462	 2    2	
 e   Assess e s 20   	       	 11,788	       	
   eres      o e	  0	210	20 	
				
TOTAL REVENUES	$	1,015,894	$	1,016,567	$	1,016,565	
				
EXPENDITURES				
Superv sor Fees	  200	0	0	
   ro  T es    p o er	  	0	0	
     eer  / spe  o s	  000	9,100	     	
 reserve        e     e	    00	75,100	    00	
     e e  	   0  	 6,084	   0  	
 e   	    00	1 ,000	     	
Assess e Ro  	  000	5,000	  000	
Aud Fees	   00	 ,900	   00	
Ar r e Re  e Fee	  0	650	  0	
  sur  e	   00	5,51 	     	
 e   Adver se e s	   00	 ,500	2 2 	
  s e   eous	  0	750	   	
 os   e	 00	 00	2  	
Off e Supp es	 00	425	 0 	
 ues & Su s r p o s	   	175	   	
Trus ee Fee	   00	7,740	    0	
Co    u     s osure Fee	2 000	1,500	   00	
TOTAL EXPENDITURES	$	169,455	$	162,7 7	$	157,167	
				
REVENUES LESS EXPENDITURES	$	846,4 9	$	85 ,8 0	$	859, 98	
				
Bo d      e  s 20   	       0 	 496,20  	     20  	
Bo d      e  s 20   	 2       	 29 ,870 	 2     0 	
				
BALANCE	$	71, 78	$	6 ,757	$	69, 25	
				
Cou  Appr ser & T  Co e or Fee	    0 2 	 19,548 	        	
  s ou  s For   r       e  s	        	  8,85  	        	
				
EXCESS S ORTFALL 	$	4,800 	$	5, 56	$	10,924	
				
C rr over Fro r or Ye r	   00	4,800	0	
				
NET EXCESS  S ORTFALL 	$	-	$	10,156	$	10,924	

FUN BA ANC AS OF / 0/20	
FY 2020/202 ACT V TY	
FUN BA ANC AS OF / 0/2 	

$ 2 2 	
$     	
$  0 2	

Notes
C rr over Fro  r or Ye r Of $  00 o e used o redu e F s  Ye r 2020/202 Assess e s.
$   00 Of Fu d B      e To Be Used To Redu e 202 /2022 Assess e s.

AMENDED FINAL BUDGET
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT DEBT SERVICE FUND - SERIES 2015
FISCAL YEAR 2020 2021 OCTOBER 1, 2020 - SEPTEMBER 0, 2021

REVENUES	FISCAL YEAR 2020 2021 BUDGET
10 1 20 - 9 0 21	AMENDED FINAL BUDGET
10 1 20 - 9 0 21	YEAR TO DATE ACTUAL
10 1 20 - 9 29 21	
   eres      o e	22 	25	2 	
NAV T  Co e  o 	      0	496,20 	    20 	
Total Revenues	$	486,975	$	496,228	$	496,227	
				
EXPENDITURES				
 r   p      e  s	    000	140,000	  0 000	
   eres        e  s	      0	  9,550	      0	
Bo d Rede p o 	  22 	0	0	
Total Expenditures	$	486,975	$	479,550	$	479,550	
				
Excess Shortfall 	$	-	$	16,678	$	16,677	

FUN  BA ANC  AS OF  / 0/20	
FY 2020/202 ACT V TY	
FUN BA ANC AS OF / 0/2 	

$   2  	
$      	
$       	

No es
Reserve Fu d B       e = $2       *.  Reve ue Fu d B     e = $ 0 0*. Reve ue Fu d B     e To Be Used To ke / /202 r p &
   eres        e   Of $          r    p  = $   000 &   eres = $        .
* Appro     e A ou  s

Series 2015 Bond Information
Or         r A ou  = $      000	A  u    r    p        e  s ue 
   eres R e =  .00%   .00%	Nove  er  s 
 ssue    e =  e e  er 20	A  u     eres        e  s ue 

AMENDED FINAL BUDGET
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT DEBT SERVICE FUND - SERIES 2019
FISCAL YEAR 2020 2021 OCTOBER 1, 2020 - SEPTEMBER 0, 2021

REVENUES	FISCAL YEAR 2020 2021 BUDGET
10 1 20 - 9 0 21	AMENDED FINAL BUDGET
10 1 20 - 9 0 21	YEAR TO DATE ACTUAL
10 1 20 - 9 29 21	
   eres      o e	 0	15	  	
NAV Assess e Co e  o 	2      	29 ,870	2     0	
Total Revenues	$	288, 61	$	29 ,885	$	29 ,884	
				
EXPENDITURES				
 r   p      e  s	   000	75,000	   000	
   eres        e  s	2 0    	211,750	2     0	
Bo d Rede p o 	  0  	0	0	
Total Expenditures	$	288, 61	$	286,750	$	286,750	
				
Excess Shortfall 	$	-	$	7,1 5	$	7,1 4	

FUN  BA ANC  AS OF  / 0/20	
FY 2020/202 ACT V TY	
FUN BA ANC AS OF / 0/2 	

$       	
$     	
$     0 	

No es
Reserve Fu d B      e = $        *. Reve ue Fu d B     e = $      2*. Reve ue Fu d B     e To Be Used To ke / /202 r p &
   eres        e  Of $  0   2   r   p   = $  000 &   eres = $ 0    2 .
* Appro     e A ou  s

Series 2019 Bond Information
Or         r A ou  = $   0 000	A  u   r    p       e  s ue 
   eres R e =  .  %   .00%	Nove  er s 
 ssue    e = Fe ru r 20	A u    eres        e  s ue 
   ur        e = Nove  er 20	s & Nove er s 

CDD / HOA MAINTENANCE AGREEMENT

THIS CDD / HOA MAINTENANCE AGREEMENT is made and entered into this        day of	, 2021, by and between:

Winding Cypress Community Development District, a local unit of special‐purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Collier County, Florida, and whose mailing address is c/o Special District Services, Inc., The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida 33410 (“District”); and

Winding Cypress Homeowners Association, Inc., a Florida not‐for‐profit corporation, whose address is c/o Southwest Property Management, 1044 Castello Drive, Suite 206, Naples, Florida 34103 (“Association”).

RECITALS

WHEREAS, the District was established by ordinance adopted by the Board of County Commissioners in and for Collier 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 District presently owns various systems, facilities and infrastructure including, but not limited to, stormwater management improvements and wetlands, and other improvements; and

WHEREAS, the District desires to provide for the operation, maintenance and repair of the improvements described in Exhibit A attached hereto (“Work”), across the lands owned by the District from time to time (“Property”); and

WHEREAS, the Association is a not‐for‐profit corporation owning, operating and maintaining various improvements and facilities for the community that the District serves; and

WHEREAS, the residents within the community that are served by both the Association and the District benefit from the improvements and may be required to pay for the cost of the Work, regardless whether such Work is conducted by the Association or the District; and

WHEREAS, for ease of administration, potential cost savings to property owners and residents and the benefits of fulltime on‐site operation and maintenance personnel, the District desires to contract with the Association to provide the Work; and

WHEREAS, the Association represents that it is qualified, either in its own right or through its officers, employees, contractors and/or affiliates, to provide the Work and desires to contract with the District to do so in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, 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.	SCOPE OF WORK.

Work. Association shall be responsible for providing, or causing to be provided, the Work in an efficient, lawful and satisfactory manner. All Work shall be performed in a neat and professional manner reasonably acceptable to the District and shall be in accordance with industry standards. Association shall be responsible for all of its contractors or subcontractors that perform the Work as if the Association itself were performing such Work.
Inspection. Association shall conduct regular inspections of all Property and report any irregularities to the District Manager, or his designated representative, and shall correct any irregularities in accordance with the terms of this Agreement.
Repair and Maintenance. Association shall make, or cause to be made, such routine repair work or normal maintenance to the Property as may be required for the operation or physical protection of the Property. Association shall promptly cause emergency repairs to be made when such repairs are necessary for the preservation and safety of persons and/or property, or when the repairs are required to be made to avoid the suspension of any Work. Association shall immediately notify the District Manager, or a designated representative, concerning the need for emergency repairs.
Investigation and Report of Accidents/Claims. Association shall promptly investigate and provide a full written report to the District Manager as to all accidents or claims for damage relating to the improvements or the Work. Such report shall at a minimum include a description of any damage or destruction of property and the estimated cost of repair. Association shall cooperate and make any and all reports required by any insurance company or the District in connection with any accident or claim. Association shall not file any claims with the District’s insurance company without the prior consent of the District’s Board of Supervisors.
Adherence to District Rules, Regulations and Policies. Association shall ensure that Association’s officers, employees, contractors and affiliates are familiar with all District policies and procedures and are informed with respect to the rules, regulations and notices as may be promulgated by the District from time to time and Association shall ensure that said persons conform therewith. Association assures the District that all third parties will be dealt with at arm’s length, and that the District’s interest will be best served at all times.
Care of the District’s Improvements. Association shall use all due care to protect the property of the District, its residents and landowners from damage by Association or its officers, employees, contractors and affiliates. Association agrees to repair any damage resulting from the activities and work of the Association or its officers, employees, contractors and affiliates. The District is not responsible for the cost of repairs from damage resulting from the acts or omissions of the Association or its officers, employees, contractors and affiliates.
Staffing and Billing. Association shall be solely responsible for the staffing, budgeting, financing, billing and collection of fees, assessments, service charges, etc., necessary to perform the Work.
Designation of District Representative. The District shall designate in writing a person to act as the District’s representative with respect to the Work. The District’s

representative shall have complete authority to transmit instructions, receive information, interpret and define the District’s policies and decisions with respect to materials, equipment, elements and systems pertinent to the Work. The District hereby designates the District Manager to act as its representative.
Reports. The Association agrees to meet with the District’s representative no less than one time per quarter to walk the Property to discuss conditions, schedules, and items of concern regarding this Agreement.

SECTION 3.	COMPENSATION. The Association shall provide the Work at no cost to the District. The Association shall not be entitled, for any reason, to reimbursement or refund of any funds expended in the performance of its obligations under this Agreement. The Association agrees that there is sufficient consideration for this Agreement because, among other reasons, the Association benefits from the contracting efficiencies in having all of the public and community infrastructure maintained by a single entity.

SECTION 4.	TERM. This Agreement commences on the date first written above and continues through September 30, 2022 (“Initial Term”). This Agreement shall automatically renew for annual periods thereafter unless terminated pursuant to the terms of this Agreement.

SECTION 5.	INSURANCE. The Association and its contractors performing any part of the Work shall maintain or cause to be maintained, at its / or their own expense throughout the term of this Agreement, the following insurance:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida.
Commercial General Liability Insurance covering legal liability for bodily injuries, with limits of not less than $1,000,000 combined single limit bodily injury and property damage liability.
Automobile Liability Insurance for bodily injuries in limits of not less than $1,000,000 combined single limit for bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Association and/or its contractors of any owned, non‐owned, or hired automobiles, trailers, or other equipment required to be licensed.

SECTION 6.	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 7.	COMPLIANCE WITH GOVERNMENTAL REGULATION. The Association shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances relating to the Property, including but not limited to any applicable permits or other regulatory approvals.

SECTION 8.	LIENS AND CLAIMS. The Association shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Association shall keep the District property free from any materialmen’s or mechanic’s liens and claims

or notices in respect to such liens and claims, which arise by reason of the Association’s performance under this Agreement, and the Association shall immediately discharge any such claim or lien.

SECTION 9.	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, injunctive relief, and/or specific performance. Without intending to limit the foregoing, the District shall have a “self‐help” remedy whereby, in the event of a default by the Association, the District may provide the Work and charge the cost of the Work to the Association, provided that the District first provide the Association with a reasonable opportunity to cure any default. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

SECTION 10. CUSTOM AND USAGE. It is hereby agreed, any law, custom, or usage to the contrary notwithstanding, that each party shall have the right at all times to enforce the conditions and agreements contained in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the party seeking to enforce the conditions and agreements in refraining from so doing; and further, that the failure of a party at any time or times to strictly enforce its rights under this Agreement shall not be construed as having created a custom in any way or manner contrary to the specific conditions and agreements of this Agreement, or as having in any way modified or waived the same.

SECTION 11.         SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties to this Agreement, except as expressly limited in this Agreement.

SECTION 12. TERMINATION.   At any time, either party may terminate this Agreement for any reason in its sole discretion and by providing at least sixty (60) days written notice to the other party of its intent to terminate. In the event of termination by the Association, the Association shall be required to provide the District with sufficient funds to provide for the Work contemplated by this Agreement until the District can complete its next regular budget and assessment cycle to incorporate funding into its budget and collect any necessary assessment revenues. Regardless of which party terminates this Agreement, the Association and the District shall cooperate in effectuating – to the extent the District so elects in its sole discretion – a transfer of the obligations under this Agreement including the assignment of maintenance contracts and the transfer of all documentation associated with the provision of Work hereunder including warranty documentation.

SECTION 13.   PERMITS AND LICENSES. All permits and licenses required by any governmental agency for the operation and maintenance of the District’s improvements shall be obtained and paid for by the District.

SECTION 14. ASSIGNMENT. No party may assign this Agreement without the prior written approval of the other. Any purported assignment without such written consent shall be void.

SECTION 15. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Association shall be acting as an independent contractor. Neither the Association nor employees of the Association, if there are any, are employees of the District. The Association agrees to assume all liabilities or obligations imposed by any applicable laws with respect to employees of the Association, if there are any, in the performance of this Agreement. The Association shall not have any authority to

assume or create any obligation, express or implied, on behalf of the District and the Association shall have no authority to represent the District as an agent, employee, or in any other capacity.

SECTION 16.       HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 17.         AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Association relating to the subject matter of this Agreement.

SECTION 18. 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 Association.

SECTION 19.         AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Association, both the District and the Association have complied with all the requirements of law, and both the District and the Association have full power and authority to comply with the terms and provisions of this instrument.

SECTION 20. 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, certified/registered mail, 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 Association may deliver Notice on behalf of the District and the Association, 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.

SECTION 21.    THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Association 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 Association 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 Association and their respective representatives, successors and assigns.

SECTION 22.    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. Venue for any dispute shall be in a court of appropriate jurisdiction in Collier County, Florida.

SECTION 23.        PUBLIC RECORDS. The Association understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and,

accordingly, Association agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Association acknowledges that the designated public records custodian for the District is its District Manager (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Association 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 Association 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 Association’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 Association, the Association 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 ASSOCIATION HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ASSOCIATION’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE PUBLIC RECORDS CUSTODIAN AT C/O KATHLEEN MENEELY, SPECIAL DISTRICT SERVICES, INC., THE OAKS CENTER, 2501A BURNS ROAD, PALM BEACH GARDENS, FLORIDA 33410; PHONE (561) 630‐4922, AND E‐MAIL KDAILEY@SDSINC.ORG.

SECTION 24.     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 25.        ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Association as an arm's length transaction. The District and the Association participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

SECTION 26. 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.

IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

By: 	

Its: 	

WINDING CYPRESS HOMEOWNERS ASSOCIATION, INC.

By: 	

Its: 	

EXHIBIT A:	Scope of Work

EXHIBIT A SCOPE OF WORK
DISTRICT IMPROVEMENTS

The Association shall operate, maintain and repair the following District stormwater lake improvements located within the below‐listed tracts, in accordance with the below‐outlined maintenance program.

Tracts “D”, “E”, “F”, “J”, “N”, “O”, “Q”, “T” and “U”, Winding Cypress Phase One, according to the plat thereof recorded in Plat Book 57 Page 89, Public Records of Collier County;

Tracts “A”, “B”, “C”, “D”, “E”, “F”, “G”, and “H”, Winding Cypress Phase 2, according to the plat thereof recorded in Plat Book 60 Page 73, Public Records of Collier County Florida LESS AND EXCEPT the portions of Tracts “A”, “B”, “C”, and “D” that were replatted as part of the Winding Cypress Phase 2 Replat according to the plat thereof recorded in Plat Book 62, Page 64, Public Records of Collier County, Florida;

Tract “A”, Winding Cypress Phase 2C, according to the plat thereof recorded in Plat Book 60, Page 22, Public Records of Collier County Florida; and

Tracts “A”, “L‐1”, “L‐2”, “L‐3” and “L‐4”, Winding Cypress Phase 3, according to the plat thereof recorded in Plat Book 65, Page 23, Public Records of Collier County Florida.

MAINTENANCE PROGRAM

The Association shall maintain the improvements located within the above‐described District Property with regard to water quality, weed control and related items on a regular and as‐needed basis to ensure in compliance with all federal, state, and governmental regulations. The District shall maintain the improvements located within the above‐described District Property with regard to lake bank and erosion repairs.

Further, District shall maintain all improvements located within the District preserve tracts more particularly described as:

Tracts “P1”, “P2”, “P3”, “P4”, “P5”, and “P6”, Winding Cypress Phase One, according to the plat thereof recorded in Plat Book 57 Page 89, Public Records of Collier County Florida;

Tracts “P1” and “P2”, Winding Cypress Phase 2C, according to the plat thereof recorded in Plat Book 60, Page 22, Public Records of Collier County Florida;

Tracts “P1” and “P2”, Winding Cypress Phase 3, according to the plat thereof recorded in Plat Book 65, Page 23, Public Records of Collier County Florida;

Tract “P2”, Winding Cypress Phase 2, according to the plat thereof recorded in Plat Book 60 Page 73, Public Records of Collier County Florida; and

Tract “P1”, Winding Cypress Phase 2, according to the plat thereof recorded in Plat Book 60 Page 73, Public Records of Collier County Florida LESS AND EXCEPT:

BEGINNING at the southeast corner of said Section 2;
Thence along the south line of said Section 2, North 87°02'48" West 2,717.79 feet to the south ¼ corner of said Section 2;
Thence continue along said line, North 89°27'31" West 233.96 feet to a point on the northerly right‐of‐way line of
U.S. 41 the Tamiami Trail;
Thence along said line North 54°21'26" West 1,371.03 feet;
Thence leaving said line and along the east line of a Florida Power and Light Company Easement Parcel 204 as recorded in Official Record Book 853, page 317, of the Public Records of Collier County, Florida North 00°42'08" East 2,104.09 feet;
Thence leaving said line South 71°34'39" East 91.12 feet;
Thence easterly, 321.79 feet along the arc of a circular curve concave north having a radius of 1,040.00 feet through central angle of 17°43'41" and being subtended by a chord which bears South 80°26'29" East 320.51 feet to a point of reverse curvature;

Thence easterly, 125.73 feet along the arc of a circular curve concave south, having a radius of 920.00 feet through a central angle of 07°49'49" subtended by a chord which bears South 85°23'26" East 125.63 feet;
Thence South 81°28'31" East 366.33 feet;
Thence easterly and northeasterly, 698.72 feet along the arc of a circular curve concave north having a radius of 1,040.00 feet through central angle of 38°29'38" and being subtended by a chord which bears North 79°16'40" East 685.65 feet;
Thence North 60°01'51" East 727.14 feet;
Thence northeasterly, 461.94 feet along the arc of a circular curve concave south having a radius of 960.00 feet through central angle of 27°34'13" and being subtended by a chord which bears North 73°48'57" East 457.50 feet; Thence North 87°36'05" East 128.48 feet;
Thence South 10°45'11" East 37.41 feet;
Thence South 29°56'12" West 15.55 feet;
Thence westerly, 247.73 feet along the arc of a non‐tangential circular curve concave southeast having a radius of
142.58 feet through a central angle of 99°33'07" and being subtended by a chord which bears South 52°03'49" West 217.73 feet;
Thence southerly and southeasterly, 110.80 feet along the arc of a non‐tangential circular curve concave east having a radius of 153.59 feet through a central angle of 41°19'57" and being subtended by a chord which bears South 01°52'18" West 108.41 feet;
Thence southeasterly, 77.93 feet along the arc of a non‐tangential circular curve concave west having a radius of 10,665.83 feet through a central angle of 00°25'07" and being subtended by a chord which bears South 19°32'39" East 77.93 feet;
Thence southeasterly, 64.47 feet along the arc of a non‐tangential circular curve concave west having a radius of
698.50 feet through a central angle of 05°17'17" and being subtended by a chord which bears South 17°06'34" East
64.44 feet;
Thence South 22°30'46" East 157.87 feet;
Thence South 19°42'16" East 154.59 feet;
Thence 173.41 feet along the arc of a non‐tangential circular curve concave west having a radius of 1,699.13 feet through a central angle of 05°50'51" and being subtended by a chord which bears South 21°39'50" East 173.33 feet to a point of compound curve;
Thence southerly, 66.06 feet along the arc of a circular curve concave west having a radius of 151.25 feet through central angle of 25°01'24" and being subtended by a chord which bears South 06°13'43" East 65.53 feet;
Thence southeasterly, 76.92 feet along the arc of a non‐tangential circular curve concave east having a radius of
78.92 feet through a central angle of 55°50'30" and being subtended by a chord which bears South 21°38'21" East
73.91 feet;

Thence southeasterly, 193.99 feet along the arc of a non‐tangential circular curve concave east having a radius of
292.98 feet through a central angle of 37°56'10" and being subtended by a chord which bears South 20°57'18" East
190.46 feet;
Thence southerly, 39.47 feet along the arc of a non‐tangential circular curve concave east having a radius of 70.00 feet through a central angle of 32°18'32" and being subtended by a chord which bears South 01°38'51" West 38.95 feet to a point of reverse curvature;
Thence southerly, 30.57 feet along the arc of a circular curve concave west, having a radius of 80.00 feet through a central angle of 21°53'47" subtended by a chord which bears South 03°33'32" East 30.39 feet to a point of reverse curvature;

Thence southerly, 19.09 feet along the arc of a circular curve concave east, having a radius of 50.00 feet through a central angle of 21°52'21" subtended by a chord which bears South 03°32'49" East 18.97 feet;
Thence southerly, 71.01 feet along the arc of a non‐tangential circular curve concave east having a radius of 270.34 feet through a central angle of 15°03'00" and being subtended by a chord which bears South 05°39'25" East 70.81 feet;
Thence southerly, 88.89 feet along the arc of a non‐tangential circular curve concave east having a radius of 505.56 feet through a central angle of 10°04'26" and being subtended by a chord which bears South 06°52'02" East 88.77 feet to a point of compound curve;
Thence southeasterly, 29.76 feet along the arc of a circular curve concave northeast having a radius of 55.00 feet through central angle of 31°00'11" and being subtended by a chord which bears South 27°24'21" East 29.40 feet; Thence South 42°54'24" East 176.77 feet;
Thence easterly, 58.57 feet along the arc of a non‐tangential circular curve concave north having a radius of 40.00 feet through a central angle of 83°53'52" and being subtended by a chord which bears South 84°06'54" East 53.48 feet;
Thence North 70°20'16" East 3.69 feet;
Thence North 88°55'11" East 4.49 feet;
Thence South 76°33'37" East 4.00 feet;
Thence South 54°20'51" East 4.28 feet;
Thence southeasterly, 47.58 feet along the arc of a non‐tangential circular curve concave northeast having a radius of 72.58 feet through a central angle of 37°33'28" and being subtended by a chord which bears South 52°46'15" East 46.73 feet;
Thence southeasterly, 10.52 feet along the arc of a non‐tangential circular curve concave south having a radius of
80.00 feet through a central angle of 07°32'07" and being subtended by a chord which bears South 68°42'04" East
10.51 feet;
Thence easterly, 150.98 feet along the arc of a non‐tangential circular curve concave north having a radius of
231.70 feet through a central angle of 37°20'05" and being subtended by a chord which bears South 83°36'02" East
148.32 feet;
Thence South 64°10'51" East 40.44 feet;
Thence southeasterly, 30.88 feet along the arc of a non‐tangential circular curve concave northeast having a radius of 880.00 feet through a central angle of 02°00'38" and being subtended by a chord which bears South 38°19'49" East 30.88 feet;
Thence South 39°20'08" East 66.16 feet;
Thence South 59°12'33" East 9.16 feet;
Thence South 64°06'19" East 42.11 feet;
Thence South 27°31'46" East 47.72 feet;
Thence South 21°09'33" West 12.59 feet;
Thence southeasterly, 78.62 feet along the arc of a non‐tangential circular curve concave northeast having a radius of 780.00 feet through a central angle of 05°46'31" and being subtended by a chord which bears South 42°46'26" East 78.59 feet;
Thence southeasterly, 63.78 feet along the arc of a non‐tangential circular curve concave northeast having a radius of 780.00 feet through a central angle of 04°41'05" and being subtended by a chord which bears South 48°00'16" East 63.76 feet;
Thence South 50°20'48" East 175.24 feet;

Thence South 26°43'02" East 170.36 feet;
Thence South 86°53'29" East 233.86 feet;
Thence South 90°00’00” East 20.00 feet to a point on the ease line of said Section 2;
Thence along said line South 00°40'46" West 1,325.16 feet to southeast corner of said Section 2 and the POINT OF BEGINNING of the parcel herein described;

Containing 230.18 acres, more or less. [as depicted below]

October 15, 2021

VIA EMAIL
Kathleen Dailey, District Manager kdailey@sdsinc.org
Scott Brooks scott.brooks@pultegroup.com

RE:	Winding Cypress Community Development District ("Client")

JOINT LETTER BY HOPPING GREEN & SAMS, P.A. AND KUTAK ROCK LLP, ANNOUNCING THE DEPARTURE OF JONATHAN JOHNSON, KATIE BUCHANAN, MIKE ECKERT, TUCKER MACKIE, WES HABER, LINDSAY WHELAN, JOE BROWN, SARAH SANDY, ALYSSA WILLSON AND MICHELLE RIGONI TO KUTAK ROCK LLP

Dear Kathleen/Scott,
As of November 15, 2021, Jonathan Johnson, Katie Buchanan, Mike Eckert, Tucker Mackie, Wes Haber, Lindsay Whelan, Joe Brown, Sarah Sandy, Alyssa Willson and Michelle Rigoni (the "Special District Practice Group") will be withdrawing as attorneys from Hopping Green & Sams, P.A. ("HGS") and will be joining Kutak Rock LLP ("Kutak"). The members of the Special District Practice Group have provided services in connection with HGS's representation of the Client in one or more matter(s) ("Client Matters").
In the coming months, HGS will no longer be providing legal services. Kutak is prepared to continue as the Client's legal counsel with respect to the Client Matters; however, it is the Client's choice as to who should serve as its legal counsel, and whether the Client Matters and all electronic files and active and closed hardcopy files (collectively, the "Files") should be transferred to Kutak.
Please select one of the following alternatives; however, please be advised that as of November 15, 2021, HGS will no longer be competent to provide legal services to the Client; accordingly, representation by HGS will cease on November 15, 2021, whether or not the Client makes an election below:
ALTERNATIVE #1. The Client asks that the Client Matters be transferred with the Special District Practice Group to their new firm, Kutak. Please transfer all Files relating to the Client Matters. HGS's legal representation of the Client will cease on the date of HGS's receipt of their written notice. After that date, the Special District Practice Group and their new firm, Kutak, will be responsible for legal representation of the Client in the Client Matters. To the extent that HGS is holding any trust funds or other property of the Client, HGS is further instructed to transfer such funds and/or property to Kutak.

(Please sign if you want Alternative #1;	[DATE] otherwise, do not sign on this line.)

ALTERNATIVE #2. If you do not want Alternative #1, please advise us what HGS should do regarding the Client Matters and all Files relating to the Client Matters by December 1, 2021. HGS's legal representation of the Client will cease on November 15, 2021. If HGS does not receive a response by December 1, 2021, that will confirm HGS's understanding that all Files are not needed or desired and HGS will shred them.

(Please sign here if you have	[DATE]

Post Office Box 6526    Tallahassee, Florida 32314    119 South Monroe Street, Suite 300 (32301)    850.222.7500  850.224.8551 fax    www.hgslaw.com

given instructions under Alternative #2; otherwise do not sign on this line.)

After you have completed and signed this form, please send a copy via electronic mail to JasonM@hgslaw.com, MarkS@hgslaw.com, JJohnson@hgslaw.com, AlyssaW@hgslaw.com, and KimH@hgslaw.com.

HOPPING GREEN & SAMS, P.A.

By: Jonathan Johnson

Thank you for your consideration and assistance.

Its: President

Date: October 15, 2021