WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

COLLIER COUNTY REGULAR BOARD MEETING AUGUST 2, 2022
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
August 2, 2022
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
June 7, 2022 Regular Board Meeting & Public Hearing…	Page 2
Old Business
New Business
Consider Resolution No. 2022-07 – Accepting Engineering Certification of Series 2015 Project.Page 7
Consider Resolution No. 2022-08 – Accepting Engineering Certification of Series 2019 Project.Page 15
Consider Resolution No. 2022-09 – Setting Landowners’ Meeting	Page 23
Administrative Matters
Manager’s Report
Engineer’s Report
Attorney’s Report
Board Members Comments
Adjourn

NOTICE OF BOARD MEETING OF THE
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT
The Board of Supervisors of the Winding Cypress Community Development District (the “District”) will hold a Board Meeting on August 2, 2022, at 1:00 p.m. at the Clubhouse at Winding Cypress located at 7180 Winding Cypress Drive, Naples, Florida 34114.

The Board Meeting is open to the public and will be conducted in accordance with the provisions of Florida law for community development districts. The Board Meeting may be continued in progress without additional notice to a time, date, and location stated on the record. A copy of the agenda for the Board Meeting may be obtained from the District’s website or from the District Manager, Special District Services, located at 2501A Burns Road, Palm Beach Gardens, Florida 33410. There may be occasions when one or more Supervisors will participate by telephone.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this Board Meeting is asked to advise the District Office at least forty-eight (48) hours before the meeting by contacting the District Manager at (561) 630-4922 and/or toll free at 1-877-737-4922. If you are hearing or speech impaired, please contact the Florida Relay Service at 1-800-955-8770, who can aid you in contacting the District Office.

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

Meetings may be cancelled from time to time without advertised notice.

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

www.windingcypresscdd.org

PUBLISH: NAPLES DAILY NEWS 07/25/22

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT
PUBLIC HEARING & REGULAR BOARD MEETING JUNE 7, 2022

CALL TO ORDER

The June 7, 2022, 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 September 24, 2021, as part of the District’s Fiscal Year 2021/2022 Meeting Schedule, 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	Present	

Also present were the following Staff members:

District Manager	Kathleen Meneely	Special District Services, Inc.	
District Counsel	Alyssa Willson (via phone)	Hopping, Green & Sams	
District Engineer	Josh Evans	J.R. Evans Engineering, P.A.	

Also present were the following District residents: Barbara Seccombe, Michael Kaufman and Michael Boriss.

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
March 1, 2022, Regular Board Meeting
Page 1 of 5

The minutes of the March 1, 2022, Regular Board Meeting were presented for consideration. Ms. Ray noted that Alyssa Willson attended by phone, not in person.
A motion was then made by Dr. Verbist, seconded by Ms. Ray and passed unanimously approving the minutes of the March 1, 2022, Regular Board Meeting, as amended.

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 May 18, 2022, and May 25, 2022, as legally required.

Receive Public Comment on Fiscal Year 2022/2023 Final Budget

There was no public comment on the Fiscal Year 2022/2023 Final Budget.

Consider Resolution No. 2022-03 – Adopting a Fiscal Year 2022/2023 Final Budget

Resolution No. 2022-03 was presented, entitled:

RESOLUTION 2022-03

THE ANNUAL APPROPRIATION RESOLUTION OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET(S) FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2022 AND ENDING SEPTEMBER 30, 2023; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

Ms. Ray asked if the Supervisor Fees line item should be, as there would be new Board Members due to turnover. Discussion ensued with a consensus of the Board to leave it “as is”.

A motion was made by Ms. Ray, seconded by Dr. Verbist and passed unanimously adopting Resolution No. 2022-03, as presented.

Consider Resolution No. 2022-04 – Adopting a Fiscal Year 2022/2023 Assessment Roll

Resolution No. 2022-04 was presented, entitled:

RESOLUTION 2022-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT MAKING A DETERMINATION OF BENEFIT AND IMPOSING SPECIAL ASSESSMENTS FOR FISCAL YEAR 2022/2023; PROVIDING FOR THE COLLECTION AND ENFORCEMENT OF
Page 2 of 5

SPECIAL ASSESSMENTS; CERTIFYING AN ASSESSMENT ROLL; PROVIDING FOR AMENDMENTS TO THE ASSESSMENT ROLL; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

A motion was made by Ms. Ray, seconded by Dr. Verbist and passed unanimously adopting Resolution No. 2022-04, as presented.

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. 2022-05 – Adopting a Fiscal Year 2022/2023 Meeting Schedule

Resolution No. 2022-05 was presented, entitled:

RESOLUTION NO. 2022-05

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

After discussion, a motion was made by Ms. Ray, seconded by Dr. Verbist and passed unanimously adopting Resolution No. 2022-05, amended to reflect removing the January 3, 2023, meeting date.

Consider Resolution No. 2022-06 – Setting General Election Seats

Resolution No. 2022-06 was presented, entitled:

RESOLUTION 2022-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT IMPLEMENTING SECTION 190.006(3), FLORIDA STATUTES, AND REQUESTING THAT THE COLLIER COUNTY SUPERVISOR OF ELECTIONS BEGIN CONDUCTING THE DISTRICT’S GENERAL ELECTIONS; PROVIDING FOR COMPENSATION; SETTING FORTH THE TERMS OF OFFICE; AUTHORIZING NOTICE OF THE QUALIFYING PERIOD; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Ms. Willson advised that the resolution commemorates the action of the Board from the last meeting whereby Seats 1 and 3 go to general election and Seat 5 remains a landowner seat for the November landowner election. Mr. Borriss asked how the community was made aware of the elections to which Ms. Ray indicated it will be published in the local newspaper per state requirements. Ms. Meneely added that
Page 3 of 5

the HOA could also distribute the information, if they have communications with the residents. Ms. Meneely also went over the qualification period for the following week.

A motion was made by Dr. Verbist, seconded by Ms. Ray and passed unanimously adopting Resolution No. 2022-06, as presented.

ADMINISTRATIVE MATTERS
Manager’s Report

Ms. Meneely went over the meeting schedule of August 2, 2022, and September 6, 2022. She noted that inquiries would be sent out to see if there were any actionable items requiring the meetings. She also reminded the Board of the qualifying period next week and the landowner meeting that will take place in November.

Engineer’s Report

Mr. Evans advised that the GIS map authorized by the Board had been completed. Ms. Meneely noted that she would check on the viability of adding a link to the website.

Mr. Evans stated that the Stormwater 20-Year Needs Analysis had been completed and was submitted last week.

Mr. Evans indicated that he had met with homeowners and looked at the drainage put in by the residents. He added that he put together a retrofit and was providing alternatives that the HOA can use. Ms. Seccombe stated that requests for downspout conversions were being received through the ARC and asked for the specs as soon as possible. Mr. Brooks advised that a lot of residents had done the work without approval, so now the specs will make it so there are no problems going forward. He added that it was an educational process. General discussion ensued regarding the specifications, costs and making sure the conversions are done the right way.

Mr. Evans advised that he would be inspecting the lake bank repairs and would verify that all the work had been done.

Attorney’s Report

There was no Attorney’s Report at this time.

BOARD MEMBER COMMENTS

Mr. Butler asked about the Board Member elections. Mr. Brooks noted that Seats 1 & 3 were on the general election and that his seat, Seat 5, will stay a landowner seat with the landowner election being held in November. Ms. Willson pointed out that any homeowner can vote in the landowner election.

Relative to the Engineer’s Report, Ms. Willson also noted that formal resolutions and certifications would be needed for project completion.

ADJOURNMENT

There being no further business to come before the Board, the Regular Board Meeting was adjourned at 1:55 p.m. on a motion made by Dr. Verbist, seconded by Ms. Ray and passed unanimously.

 	
Chairman/Vice Chairman		Secretary/Assistant Secretary Date Approved		

RESOLUTION 2022-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT ACCEPTING THE CERTIFICATION OF THE DISTRICT ENGINEER THAT THE SERIES 2015 PROJECT IS COMPLETE; DECLARING THE SERIES 2015 PROJECT COMPLETE; FINALIZING THE SPECIAL ASSESSMENTS SECURING THE DISTRICT’S SERIES 2015 BONDS; PROVIDING FOR A SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR SEVERABILITY, CONFLICTS, AND AN EFFECTIVE DATE.

WHEREAS, the Winding Cypress Community Development District (“District”) was established by Ordinance No. 2015-48 adopted on September 8, 2015, by the Board of County Commissioners of Collier County, Florida (“County”), for the purpose of providing infrastructure improvements, facilities, and services to the lands within the District as provided in Chapter 190, Florida Statutes; and

WHEREAS, the Board of Supervisors (the “Board”) of the District adopted Resolution No. 2015-18 on September 22, 2015, authorizing the issuance of not to exceed
$20,000,000 in aggregate principal amount of its Special Assessment Bonds to finance all or a portion of the design, acquisition and construction costs of certain improvements pursuant to the Act;

WHEREAS, the District duly authorized and issued Winding Cypress Community Development District Special Assessment Bonds, Series 2015 (Phase 1 and Phase 2 Assessment Area) (the “Series 2015 Bonds”) in the aggregate principal amount of
$7,535,000, for the purpose of funding a portion of the construction, installation, and acquisition of public infrastructure, improvements, and services (the “Series 2015 Project”), as identified and described in that certain Engineer’s Report, dated September 22, 2015 (the “Engineer’s Report”); and

WHEREAS, the Engineer’s Report estimates capital costs totaling $9,501,741.00 for the Series 2015 Project (the “Total Project Costs”); and

Whereas, on September 22, 2015, the Board adopted Resolution 2015-19, declaring that such Total Project Costs would be defrayed by the imposition of special assessments pursuant to Chapters 170 and 190, Florida Statutes, and that such special assessments would be paid in annual installments commencing in the year in which the special assessments were confirmed; and

Whereas, on November 3, 2015, the Board, after notice and public hearing, met as an Equalizing Board pursuant to the provision of Section 170.08, Florida Statutes, and adopted Resolution 2015-24, as supplemented by Resolution 2015-28, adopted on December 1, 2015, authorizing the projects described therein, equalizing and levying special assessments to defray all or a portion of the Total Project Costs and providing that

this levy shall be a lien on the property so assessed co-equal with the lien of all state, county, district, municipal or other governmental taxes, all in accordance with Section 170.08, Florida Statutes; and

WHEREAS, the Series 2015 Project specially benefits the developable acreage in the District as set forth in Resolution 2015-24 and the Master Special Assessment Report, dated September 22, 2015, as supplemented by the Supplemental Special Assessment Report, dated December 10, 2015 (together, the “Assessment Methodology”), and it is reasonable, proper, just and right to assess the portion of the costs of the Series 2015 Project financed with the Series 2015 Bonds to the specially benefitted properties within the District as set forth in Resolution 2015-24 and this Resolution; and

WHEREAS, pursuant to Chapter 170, Florida Statutes, and the Master Trust Indenture dated December 1, 2015 (the “Master Indenture”), as supplemented by that First Supplemental Trust Indenture dated December 1, 2015 (the “First Supplemental Indenture” and, together with the Master Indenture, the “Indenture”) both by and between the District and U.S. Bank National Association, as Trustee, the District Engineer executed and delivered a Certificate of Completion of the Series 2015 Project dated
	, 2022, (the “Engineer’s Certification”) attached hereto as Exhibit A, wherein the District Engineer certified the Series 2015 Project to be complete; and

Whereas, upon receipt of and in reliance upon the Engineer’s Certification evidencing the completion date of the Series 2015 Project as described above, the Board desires to certify the Series 2015 Project complete in accordance with the Indenture; and

Whereas, the actual costs incurred to complete the Series 2015 Project exceeded all amounts on deposit in the Series 2015 Acquisition and Construction Account within the Acquisition and Construction Fund.

Now, therefore, be it resolved by the Board of Supervisors of the Winding Cypress Community Development District:

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 Resolution.

Section 2. Authority for this Resolution. This Resolution is adopted pursuant to Chapters 170 and 190, Florida Statutes, and in accordance with the provisions of Resolution 2015-24, as supplemented.

Section 3. Acceptance and Certification of Completion of the Series
2015 PROJECT. The Board of Supervisors hereby accepts the Engineer’s Certification, attached hereto as Exhibit A, certifying the Series 2015 Project complete and upon reliance thereon, certifies the Series 2015 Project complete in accordance with Resolution 2015-24 and the Indenture. The Completion Date, as that term is defined in the Indenture, for the Series 2015 Project shall be the date of the Engineer’s Certification.

Section 4. Finalization of Special Assessments Securing Series 2019
BONDS. Pursuant to Section 170.08, Florida Statutes, and Resolution 2015-24, special assessments securing the Series 2015 Bonds are to be credited the difference in the assessment as originally made, approved, and confirmed and the proportionate part of the total actual costs of the Series 2015 Project. Exhibit B attached hereto and incorporated herein by this reference reflects the amortization schedule of the Series 2015 Bonds after the closing of the Series 2015 Acquisition and Construction Account within the Series 2015 Acquisition and Construction Fund. As provided in Resolution 2015-24, the assessments levied reflect the outstanding debt due on the Series 2015 Bonds. Pursuant to Section 170.08, Florida Statutes, and Resolution 2015-24, the special assessments on parcels specially benefitted by the Series 2015 Project are hereby finalized in accordance with the Assessment Methodology which reflects the assessments on the parcels benefitted by the Series 2015 Bonds.

Section 5. Improvement Lien Book. Immediately following the adoption of this Resolution, these special assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s “Improvement Lien Book.” The special assessment or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be co-equal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

Section 6. Other Provisions Remain in Effect. This Resolution is intended to supplement Resolution 2015-24, which remains in full force and effect. This Resolution and Resolution 2015-24 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution.

Section 7. Severability. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

Section 8. Conflicts. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

Section 9. Effective Date. This Resolution shall become effective upon its adoption.

[Remainder of page intentionally left blank]

APPROVED AND ADOPTED this 2nd day of August, 2022.

ATTEST:	WINDING CYPRESS
COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Engineer’s Certification, dated 	, 2022
Exhibit B:	Amortization Schedule of the Series 2015 Bonds

EXHIBIT A

Engineer’s Certification, dated 	, 2022

CERTIFICATE REGARDING COMPLETION OF CONSTRUCTION

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT SERIES 2015 PROJECT

'::fv/ 2 7 ' 2022

Winding Cypress Community Development District c/o Special District Services, Inc.
250 lA Burns Road
Palm Beach Gardens, Florida 33410

Re:	Certification of Completion
Winding Cypress CDD -Series 2015 Project

This ce1iificate is furnished in accordance with the Master Trust Indenture dated December 1, 2015 between the Winding Cypress Community Development District and
U.S. Bank National Association (the "Indenture"), and is intended to evidence the completion of the Series 2015 Project undertaken by the Winding Cypress Community Development District. All capitalized terms used herein shall have the meaning ascribed to them in the Indenture.

The Series 2015 Project has been completed in substantial compliance with the specifications therefore and all labor, services, materials, and supplies used in the Project have been paid for.

All other facilities necessary in connection with the Series 2015 Project have been constructed, acquired, and installed in accordance with the specifications therefore and all costs and expenses incurred in connection therewith have been paid or adequate provision has been made for such payment by the District.

All plans, permits and specification necessary for the operation and maintenance of the improvements made pursuant to the Series 2015 Project are complete and on file with the District Engineer or have been transferred to the appropriate governmental entity having charge of such operation and maintenance.
The total Cost of the Series 2015 Project was greater than the amount deposited in the Acquisition and Construction Fund resulting in substantially no excess proceeds from the Series 2015 Bonds in the Acquisition and Construction Account.

[Continued on Next Page]

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JR EVANS ENGINEERING

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Title:<?s	I. Date:	7	/2 7 /  2.,/

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STATE OF FLORIDA COUNTY OF

.	Sworn to and subscribed before me by means o¥pJsical presence or O online
notanzat10n th1R	day of () V  , 2022, by	 $¼. r]/(MA,:'.)	, as  Q{t,10\ (.X.,  of JR EvmlSllgineering as District Engineer of the Winding Cypress Community Development District, who is i;2sJ personally known to me or [ ]
has produced 	 as identification.

Ncftary Public, State of Florida

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AMANDA VILLA
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EXHIBIT B

Amortization Schedule of the Series 2015 Bonds

RESOLUTION 2022-08

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT ACCEPTING THE CERTIFICATION OF THE DISTRICT ENGINEER THAT THE SERIES 2019 PROJECT IS COMPLETE; DECLARING THE SERIES 2019 PROJECT COMPLETE; FINALIZING THE SPECIAL ASSESSMENTS SECURING THE DISTRICT’S SERIES 2019 BONDS; PROVIDING FOR A SUPPLEMENT TO THE IMPROVEMENT LIEN BOOK; PROVIDING FOR SEVERABILITY, CONFLICTS, AND AN EFFECTIVE DATE.

WHEREAS, the Winding Cypress Community Development District (“District”) was established by Ordinance No. 2015-48 adopted on September 8, 2015, by the Board of County Commissioners of Collier County, Florida (“County”), for the purpose of providing infrastructure improvements, facilities, and services to the lands within the District as provided in Chapter 190, Florida Statutes; and

WHEREAS, the Board of Supervisors (the “Board”) of the District adopted Resolution No. 2015-18 on September 22, 2015, authorizing the issuance of not to exceed
$20,000,000 in aggregate principal amount of its Special Assessment Bonds to finance all or a portion of the design, acquisition and construction costs of certain improvements pursuant to the Act;

WHEREAS, the District duly authorized and issued Winding Cypress Community Development District Special Assessment Bonds, Series 2019 (Phase 3 Assessment Area) (the “Series 2019 Bonds”) in the aggregate principal amount of $4,470,000, for the purpose of funding a portion of the construction, installation, and acquisition of public infrastructure, improvements, and services (the “Series 2019 Project”), as identified and described in that certain Amended and Restated Master Engineer’s Report, dated October 1, 2018 (the “Engineer’s Report”); and

WHEREAS, the Engineer’s Report estimates capital costs totaling $5,523,880.00 for the Series 2019 Project (the “Total Project Costs”); and

Whereas, on October 2, 2018, the Board adopted Resolution 2018-07, declaring that such Total Project Costs would be defrayed by the imposition of special assessments pursuant to Chapters 170 and 190, Florida Statutes, and that such special assessments would be paid in annual installments commencing in the year in which the special assessments were confirmed; and

Whereas, on November 6, 2018, the Board, after notice and public hearing, met as an Equalizing Board pursuant to the provision of Section 170.08, Florida Statutes, and adopted Resolution 2018-12, as supplemented by Resolution 2019-01, adopted on February 21, 2019, authorizing the projects described therein, equalizing and levying special assessments to defray all or a portion of the Total Project Costs and providing that

this levy shall be a lien on the property so assessed co-equal with the lien of all state, county, district, municipal or other governmental taxes, all in accordance with Section 170.08, Florida Statutes; and

WHEREAS, the Series 2019 Project specially benefits the developable acreage in the District as set forth in Resolution 2018-12 and the Master Special Assessment Methodology Report, Phase 3 Assessment Area, dated October 2, 2018, as supplemented by the Final Supplemental Special Assessment Methodology Report, Special Assessment Bonds, Series 2019, Phase 3 Assessment Area, dated February 7, 2019 (together, the “Assessment Methodology”), and it is reasonable, proper, just and right to assess the portion of the costs of the Series 2019 Project financed with the Series 2019 Bonds to the specially benefitted properties within the District as set forth in Resolution 2018-12 and this Resolution; and

WHEREAS, pursuant to Chapter 170, Florida Statutes, and the Master Trust Indenture dated December 1, 2015 (the “Master Indenture”), as supplemented by that Second Supplemental Trust Indenture dated February 1, 2019 (the “Second Supplemental Indenture” and, together with the Master Indenture, the “Indenture”) both by and between the District and U.S. Bank National Association, as Trustee, the District Engineer executed and delivered a Certificate of Completion of the Series 2019 Project dated
	, 2022, (the “Engineer’s Certification”) attached hereto as Exhibit A, wherein the District Engineer certified the Series 2019 Project to be complete; and

Whereas, upon receipt of and in reliance upon the Engineer’s Certification evidencing the completion date of the Series 2019 Project as described above, the Board desires to certify the Series 2019 Project complete in accordance with the Indenture; and

Whereas, the actual costs incurred to complete the Series 2019 Project exceeded all amounts on deposit in the Series 2019 Acquisition and Construction Account within the Acquisition and Construction Fund.

Now, therefore, be it resolved by the Board of Supervisors of the Winding Cypress Community Development District:

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 Resolution.

Section 2. Authority for this Resolution. This Resolution is adopted pursuant to Chapters 170 and 190, Florida Statutes, and in accordance with the provisions of Resolution 2018-12, as supplemented.

Section 3. Acceptance and Certification of Completion of the Series
2019 PROJECT. The Board of Supervisors hereby accepts the Engineer’s Certification, attached hereto as Exhibit A, certifying the Series 2019 Project complete and upon reliance thereon, certifies the Series 2019 Project complete in accordance with Resolution 2018-12

and the Indenture. The Completion Date, as that term is defined in the Indenture, for the Series 2019 Project shall be the date of the Engineer’s Certification.

Section 4. Finalization of Special Assessments Securing Series 2019
BONDS. Pursuant to Section 170.08, Florida Statutes, and Resolution 2018-12, special assessments securing the Series 2019 Bonds are to be credited the difference in the assessment as originally made, approved, and confirmed and the proportionate part of the total actual costs of the Series 2019 Project. Exhibit B attached hereto and incorporated herein by this reference reflects the amortization schedule of the Series 2019 Bonds after the closing of the Series 2019 Acquisition and Construction Account within the Series 2019 Acquisition and Construction Fund. As provided in Resolution 2018-12, the assessments levied reflect the outstanding debt due on the Series 2019 Bonds. Pursuant to Section 170.08, Florida Statutes, and Resolution 2018-12, the special assessments on parcels specially benefitted by the Series 2019 Project are hereby finalized in accordance with the Assessment Methodology which reflects the assessments on the parcels benefitted by the Series 2019 Bonds.

Section 5. Improvement Lien Book. Immediately following the adoption of this Resolution, these special assessments as reflected herein shall be recorded by the Secretary of the Board of the District in the District’s “Improvement Lien Book.” The special assessment or assessments against each respective parcel shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be co-equal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims.

Section 6. Other Provisions Remain in Effect. This Resolution is intended to supplement Resolution 2018-12, which remains in full force and effect. This Resolution and Resolution 2018-12 shall be construed to the maximum extent possible to give full force and effect to the provisions of each resolution.

Section 7. Severability. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

Section 8. Conflicts. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

Section 9. Effective Date. This Resolution shall become effective upon its adoption.

[Remainder of page intentionally left blank]

APPROVED AND ADOPTED this 2nd day of August, 2022.

ATTEST:	WINDING CYPRESS
COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Engineer’s Certification, dated 	, 2022
Exhibit B:	Amortization Schedule of the Series 2019 Bonds

EXHIBIT A

Engineer’s Certification, dated 	, 2022

CERTIFICATE REGARDING COMPLETION OF CONSTRUCTION

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT SERIES 2019 PROJECT

3uly.2-0  , 2022

Winding Cypress Community Development District c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, Florida 33410

Re:	Certification of Completion
Winding Cypress CDD - Series 2019 Project

This ce1iificate is furnished in accordance with the Master Trust Indenture dated December 1, 2015 between the Winding Cypress Community Development District and
U.S. Bank National Association (the "Indenture"), and is intended to evidence the completion of the Series 2019 Project undertaken by the Winding Cypress Community Development District. All capitalized terms used herein shall have the meaning ascribed to them in the Indenture.

The Series 2019 Project has been completed in substantial compliance with the specifications therefore and all labor, services, materials, and supplies used in the Project have been paid for.

All other facilities necessary in connection with the Series 2019 Project have been constructed, acquired, and installed in accordance with the specifications therefore and all costs and expenses incurred in connection therewith have been paid or adequate provision has been made for such payment by the District.

All plans, permits and specification necessary for the operation and maintenance of the improvements made pursuant to the Series 2019 Project are complete and on file with the District Engineer or have been transferred to the appropriate governmental entity having charge of such operation and maintenance.
The total Cost of the Series 2019 Project was greater than the amount deposited in the Acquisition and Construction Fund resulting in substantially no excess proceeds from the Series 2019 Bonds in the Acquisition and Construction Account.

[Continued on Next Page]

JR EVANS ENGINEERING

Title:  {?,11.>l'clet).

Date:  7-  '2.  CI	2.  v 

STATE OF FLORIDA
COUNTY OF	L-l L 
Sworn to and subscribed before me by means of physical presence or D online notarization this day of	Jv\'-	, 2022, by	,.)l)'::,\I\	EVti\-V\.'S	,

t4

as	Q'f  \.C\-t,V\1\-	of JR Evans	ngineering as District Engineer of the Winding

1t--

Cypress Community Development District, who is	personally known to me or [ ] has produced 	 as identification.

Notary Public, State of Florida

...........................

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Print Name:				 \		 \\ /.. Commission No7				3ft
My Commission ExpHes:	J vl'1 i Y, ld""l3

2

EXHIBIT B

Amortization Schedule of the Series 2019 Bonds

RESOLUTION 2022‐09

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A DATE, TIME AND LOCATION FOR A LANDOWNERS’ MEETING AND ELECTION; PROVIDING FOR PUBLICATION; ESTABLISHING FORMS FOR THE LANDOWNER ELECTION; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, Winding Cypress Community Development District (“District”) is a local unit of special‐purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within Collier County, Florida; and

WHEREAS, pursuant to Section 190.006(1), Florida Statutes, the District’s Board of Supervisors (“Board”) “shall exercise the powers granted to the district pursuant to [Chapter 190, Florida Statutes],” and the Board shall consist of five members; and

WHEREAS, the District is statutorily required to hold a meeting of the landowners of the District for the purpose of electing Board Supervisors for the District on the first Tuesday in November, which shall be noticed pursuant to Section 190.006(2), Florida Statutes.

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

EXISTING BOARD SUPERVISORS; SEATS SUBJECT TO ELECTIONS. The Board is currently
made up of the following individuals:

Seat Number	Supervisor	Term Expiration Date	
1	Dr. James Verbist	2022	
2	Laura Ray	2024	
3	Michael Hueniken	2022	
4	Patrick Butler	2024	
5	Scott Brooks	2022	

This year, Seat 5, currently held by Scott Brooks, is subject to a landowner election. The term of office for the successful landowner candidate shall commence upon election, and shall be for a four year period. Seat 1, currently held by Dr. James Verbist, and Seat 3, currently held by Michael Huenikin, are subject to a General Election process to be conducted by the Collier County Supervisor of Elections, which General Election process shall be addressed by a separate resolution.

LANDOWNER’S ELECTION. In accordance with Section 190.006(2), Florida Statutes, the meeting of the landowners to elect Board Supervisor(s) of the District shall be held on the   day of November, 2022, at 1:00 p.m., and located at the Clubhouse at Winding Cypress, 7180 Winding Cypress Drive, Naples, Florida 34114.

PUBLICATION. The District’s Secretary is hereby directed to publish notice of the landowners’ meeting and election in accordance with the requirements of Section 190.006(2), Florida Statutes.

FORMS. Pursuant to Section 190.006(2)(b), Florida Statutes, the landowners’ meeting and election have been announced by the Board at its April 5, 2022 meeting. A sample notice of landowners’ meeting and election, proxy, ballot form and instructions were presented at such meeting and are attached hereto as Exhibit A. Such documents are available for review and copying during normal business hours at the office of the District Manager, Special District Services, Inc., located at 2501A Burns Road, Palm Beach Gardens, Florida 33410.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

EFFECTIVE DATE. This Resolution shall become effective upon its passage.

PASSED AND ADOPTED THIS 5th DAY OF APRIL 2022.

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

ATTEST:	CHAIRPERSON / VICE CHAIRPEDRSON

SECRETARY / ASSISTANT SECRETARY

EXHIBIT A

NOTICE OF LANDOWNERS’ MEETING AND ELECTION AND MEETING OF THE BOARD OF SUPERVISORS OF THE WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT

Notice is hereby given to the public and all landowners within Winding Cypress Community Development District (“District”) the location of which is generally described as comprising a parcel or parcels of land containing approximately 358.06 acres, located east of Collier Boulevard north of Tamiami Trail and south of Sabal Palm Road, in Collier County, Florida, advising that a meeting of landowners will be held for the purpose of electing one (1) person to the District’s Board of Supervisors (“Board”, and individually, “Supervisor”). Immediately following the landowners’ meeting there will be convened a meeting of the Board for the purpose of considering certain matters of the Board to include election of certain District officers, and other such business which may properly come before the Board.

 	

DATE:	November 	, 2022 TIME:
PLACE:	Clubhouse at Winding Cypress 7180 Winding Cypress Drive Naples, Florida 34114

Each landowner may vote in person or by written proxy. Proxy forms may be obtained upon request at the office of the District Manager, Special District Services, 2501A Burns Road, Palm Beach Gardens, Florida 33410, Ph: (561) 630‐4922 (“District Manager’s Office”). At said meeting each landowner or his or her proxy shall be entitled to nominate persons for the position of Supervisor and cast one vote per acre of land, or fractional portion thereof, owned by him or her and located within the District for each person to be elected to the position of Supervisor. A fraction of an acre shall be treated as one acre, entitling the landowner to one vote with respect thereto. Platted lots shall be counted individually and rounded up to the nearest whole acre. The acreage of platted lots shall not be aggregated for determining the number of voting units held by a landowner or a landowner’s proxy. At the landowners’ meeting the landowners shall select a person to serve as the meeting chair and who shall conduct the meeting.

The landowners’ meeting and the Board meeting are open to the public and will be conducted in accordance with the provisions of Florida law. One or both of the meetings may be continued to a date, time, and place to be specified on the record at such meeting. A copy of the agenda for these meetings may be obtained from the District Manager’s Office. There may be an occasion where one or more supervisors will participate by telephone.

Any person requiring special accommodations to participate in these meetings is asked to contact the District Manager’s Office, at least 48 hours before the hearing. 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 Manager’s Office.

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

Kathleen Dailey District Manager
Run Date(s): 	 & 	

PUBLISH: ONCE A WEEK FOR 2 CONSECUTIVE WEEKS, THE LAST DAY OF PUBLICATION TO BE NOT FEWER THAN 14 DAYS OR MORE THAN 28 DAYS BEFORE THE DATE OF ELECTION, IN A NEWSPAPER WHICH IS IN GENERAL CIRCULATION IN THE AREA OF THE DISTRICT

INSTRUCTIONS RELATING TO LANDOWNERS’ MEETING OF WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT FOR THE ELECTION OF SUPERVISORS

DATE OF LANDOWNERS’ MEETING: 	, November   , 2022

TIME: 	_.M.

LOCATION:	Clubhouse at Winding Cypress
7180 Winding Cypress Drive Naples, Florida 34114

Pursuant to Chapter 190, Florida Statutes, and after a Community Development District (“District”) has been established and the landowners have held their initial election, there shall be a subsequent landowners’ meeting for the purpose of electing members of the Board of Supervisors (“Board”) every two years until the District qualifies to have its board members elected by the qualified electors of the District. The following instructions on how all landowners may participate in the election are intended to comply with Section 190.006(2)(b), Florida Statutes.

A landowner may vote in person at the landowners’ meeting, or the landowner may nominate a proxy holder to vote at the meeting in place of the landowner. Whether in person or by proxy, each landowner shall be entitled to cast one vote per acre of land owned by him or her and located within the District, for each position on the Board that is open for election for the upcoming term. A fraction of an acre shall be treated as one (1) acre, entitling the landowner to one vote with respect thereto. For purposes of determining voting interests, platted lots shall be counted individually and rounded up to the nearest whole acre. Moreover, please note that a particular parcel of real property is entitled to only one vote for each eligible acre of land or fraction thereof; therefore, two or more people who own real property in common, that is one acre or less, are together entitled to only one vote for that real property.

At the landowners’ meeting, the first step is to elect a chair for the meeting, who may be any person present at the meeting. The landowners shall also elect a secretary for the meeting who may be any person present at the meeting. The secretary shall be responsible for the minutes of the meeting. The chair shall conduct the nominations and the voting. If the chair is a landowner or proxy holder of a landowner, he or she may nominate candidates and make and second motions. Candidates must be nominated and then shall be elected by a vote of the landowners. Nominees may be elected only to a position on the Board that is open for election for the upcoming term.

This year, one (1) seat on the Board will be up for election in a landowner seat for a four year period. The term of office for the successful landowner candidate shall commence upon election.

A proxy is available upon request. To be valid, each proxy must be signed by one of the legal owners of the property for which the vote is cast and must contain the typed or printed name of the individual who signed the proxy; the street address, legal description of the property or tax parcel identification number; and the number of authorized votes. If the proxy authorizes more than one vote, each property must be listed and the number of acres of each property must be included. The signature on a proxy does not need to be notarized.

LANDOWNER PROXY

WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT COLLIR COUNTY, FLORIDA
LANDOWNERS’ MEETING – NOVEMBER 	, 2022

 	

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 Winding Cypress Community Development District to be held at the Clubhouse at Winding Cypress, 7180 Winding Cypress Drive, Naples, Florida

34114, on November 	, 2022, at

a/p.m., and at any adjournments thereof, according to the number of

acres of unplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting.

Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners’ meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the landowners’ meeting prior to the Proxy Holder’s exercising the voting rights conferred herein.

Printed Name of Legal Owner		
Signature of Legal Owner

Parcel Description		Date

Acreage	

Authorized Votes	

[Insert 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.]

Total Number of Authorized Votes:

NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes, a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. For purposes of determining voting interests, platted lots shall be counted individually and rounded up to the nearest whole acre. Moreover, two (2) or more persons who own real property in common that is one acre or less are together entitled to only one vote for that real property.

If the fee simple landowner 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.).

OFFICIAL BALLOT
WINDING CYPRESS COMMUNITY DEVELOPMENT DISTRICT COLLIR COUNTY, FLORIDA
LANDOWNERS’ MEETING ‐ NOVEMBER   , 2022

For Election (1 Supervisor): The candidate receiving the highest number of votes will receive a four (4) year term, with the term of office for the successful candidate commencing upon election.

The undersigned certifies that he/she/it is the fee simple owner of land, or the proxy holder for the fee simple owner of land, located within the Winding Cypress Community Development District and described as follows:

Description	Acreage

[Insert 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.]

or

Attach Proxy.

I,		,	as	Landowner,	or	as	the	proxy	holder	of
	 (Landowner) pursuant to the Landowner’s Proxy attached hereto, do cast my votes as follows:

SEAT #	NAME OF CANDIDATE	NUMBER OF VOTES	
5			

Date: 		Signed: 	
Printed Name: