Westwood/OCC Community Development District

Agenda

June 11, 2024

Westwood/OCC
Community Development District

219 E. Livingston Street, Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526

June 4, 2024
Board of Supervisors Westwood/OCC
Community Development District Dear Board Members:
The meeting of the Board of Supervisors of the Westwood/OCC Community Development District will be held Tuesday, June 11, 2024 at 10:00 a.m. at the Offices of GMS-CF, 219 E. Livingston Street, Orlando, FL 32801. Following is the advance agenda for the meeting:
Roll Call
Public Comment Period
Approval of Minutes of the March 12, 2024 Board of Supervisors Meeting
Public Hearing
Consideration of Resolution 2024-02 Adopting the Fiscal Year 2025 Budget and Relating to the Annual Appropriations
Consideration of Fiscal Year 2025 Developer Funding Agreement
Staff Reports
Attorney
Memo Regarding Recently Enacted 2024 Legislation
Engineer
District Manager’s Report
Balance Sheet and Income Statement
Ratification Funding Requests #52-54
Presentation of Number of Registered Voters – 0
Approval of Fiscal Year 2025 Meeting Schedule
Supervisor’s Requests
Adjournment

Sincerely,
George S. Flint
George S. Flint District Manager

Cc:	Michael Eckert, District Counsel Rey Malave, District Engineer

!!"#$%&
MINUTES OF MEETING WESTWOOD/OCC
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Westwood/OCC Community Development District was held Tuesday, March 12, 2024 at 10:00 a.m. at the Offices of GMS- CF, LLC, 219 E. Livingston Street, Orlando, Florida.

Present and constituting a quorum:

Randall Greene	Chairman
Duane Owen	Vice Chairman
Nathan Alexander	Assistant Secretary
Andrew Gorrill	Assistant Secretary Also present were:
George Flint	District Manager, GMS
Mike Eckert by phone	District Counsel, Kutak Rock
Rey Malave by phone	District Engineer

FIRST ORDER OF BUSINESS	Roll Call
Mr. Flint called the roll. Four Board members were present constituting a quorum.

SECOND ORDER OF BUSNESS	Public Comment Period
Mr. Flint: Next is the public comment period. There are no members of public present other than Board members and staff.

THIRD ORDER OF BUSNESS	Approval of Minutes of the April 11, 2023
Board of Supervisors Meeting
Mr. Flint: Did the Board have any comments or corrections to the April 11, 2023 meeting minutes?
Mr. Owen: I had no changes. I will move to approve.
March 12, 2024	Westwood/OCC CDD

FOURTH ORDER OF BUSNESS	Consideration	of	Resolution	2024-01
Approving the Proposed Fiscal Year 2025 Budget and Setting a Public Hearing
Mr. Flint: Each year the Board has to approve a proposed budget by June 30th and then set the public hearing for its final consideration. We are recommending June 11th at 10 a.m. in this location for the public hearing. Attached to the resolution is the proposed budget. It is not binding on the Board and can be changed. It contemplates the developer contribution as the funding in lieu of imposing assessments. It is a standard administrative budget at this point. It is pretty much a continuation. The audit has gone up by $100 and insurance has gone up by about $500 and those are the only two lines that have really been adjusted. It is a Developer Contribution Funding Agreement so whatever the actual costs are is what the developer would be obligated to pay and not the budgeted amounts. Mike, do you have anything that you wanted to add?
Mr. Eckert: I do not. I thought it was a very good explanation.

FIFTH ORDER OF BUSNESS	Consideration	of	Dewberry	Work
Authorization to Provide Professional Consulting Engineering Services
Mr. Flint: Next is the work authorization with Dewberry. They are your District Engineer. This is a work authorization with an estimated budget of $10,000. They would bill hourly based on any actual work that might be necessary. You have a $12,000 budget. It is a $10,000 work authorization. At this point, we don’t expect there would be many expenses, just the attendance of meetings, etc. unless something changes. The standard rate schedule is attached to the work authorization.
Mr. Malave: We are just trying to update our agreement within the company. Mr. Flint: Any questions on work authorization?
March 12, 2024	Westwood/OCC CDD

Mr. Greene: No, make a motion.

SIXTH ORDER OF BUSNESS	Ratification of Audit Engagement Letter with
Grau & Associates
Mr. Flint: The District is required to have an annual independent audit performed and you solicited proposals, went through an RFQ process as prescribed by Statute and selected Grau as your independent auditor. You enter into an annual engagement with them and this engagement is not to exceed $3,100 for the fiscal year ending September 30, 2023. These audits have to be done by the end of June. Because the Board hasn’t met since last July, we went ahead and executed this and I am asking the Board to ratify my action on doing that.

SEVENTH ORDER OF BUSNESS	Presentation of Fiscal Year 2023 Financial
Audit Report
Mr. Flint: The Financial Audit Report is in your agenda and if there were any issues, those would be reflected in the letter to management which is on page 24 of the audit. It indicates there are no current or prior year findings or recommendations. They have found that we are compliant with the provisions of the auditor general that they are required to review. It is a clean audit with no findings. If there are any questions, we can discuss those. If not, I would ask for a motion to accept the audit and authorize it to be transmitted to the state.

EIGHTH ORDER OF BUSINESS	Staff Reports
Attorney
Mr. Flint: Staff reports, Mike anything for the Board?
March 12, 2024	Westwood/OCC CDD

Mr. Eckert: Just two items, one is your Financial Disclosure Form is online this year with the Commission on Ethics. You do not go through the Supervisor of Elections anymore. The second issue which I believe we have sent out some information to Board members is that you are required to undertake four hours of ethics training before December 31, 2024. You will report that you completed training when you do the Financial Disclosure Form in 2025. Happy to answer any questions that the Board has but the four hours of ethics training is per person, not per District. If you serve on two Districts, you don’t have to do eight hours of ethics training and still only have to do four.
Mr. Flint: There are some free resources through the Auditor General and Commission on Ethics to comply with that and also some other opportunities as well that Florida Association of Special Districts and some other entities are providing. You typically have to pay a fee for those.
Mr. Greene: We have to sit in front of a computer for four hours before the end of the year.
Mr. Flint: Yes, the trainings are shorter so you can do multiple and don’t have to do it all at once. It is a self-certification. When you are doing your Form 1 in 2025 there is a box to check and sign certifying that you have complied.

Engineer
Mr. Flint: Rey, engineering report?
Mr. Malave: No further reports, thank you.

District Manager’s Report
Balance Sheet and Income Statement
Mr. Flint: You have the unaudited financials through January 31, 2024. There is no action required on these. If there are any questions, we can discuss those.

Ratification of Funding Requests #44-51
Mr. Flint: You have ratification of Funding Requests #44-51. These were transmitted to the developer under the Developer Funding Agreement and we are asking the Board to ratify those.

March 12, 2024	Westwood/OCC CDD

Discussion of Annual Ethics Training Requirement
Mr. Flint: We do have a general information sheet in the agenda about the ethics training requirement that Mike just mentioned. It references the Commission on Ethics. Mike had previously circulated a memo that we sent to you all a couple of months ago. That information is there, if you have any questions on it, please feel free to contact me or Mike and we are happy to help however we can.

NINTH ORDER OF BUSINESS	Supervisors’ Requests
Mr. Flint: Any Supervisor’s requests? If there is nothing else, is there a motion to adjourn?

TENTH ORDER OF BUSINESS	Adjournment

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section IV

Section A
RESOLUTION 2024-02

THE ANNUAL APPROPRIATION RESOLUTION OF THE WESTWOOD/OCC COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2024 AND ENDING SEPTEMBER 30, 2025; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the District Manager has, prior to the fifteenth (15th) day in June, 2024, submitted to the Board of Supervisors (“Board”) of the Westwood/OCC Community Development District (“District”) proposed budget (“Proposed Budget”) for the fiscal year beginning October 1, 2023 and ending September 30, 2024 (“Fiscal Year 2023/2024”) along with an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Section 190.008(2)(a), Florida Statutes; and

WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Section 190.008(2)(b), Florida Statutes; and

WHEREAS, the Board set a public hearing thereon and caused notice of such public hearing to be given by publication pursuant to Section 190.008(2)(a), Florida Statutes; and

WHEREAS, the District Manager posted the Proposed Budget on the District’s website at least two days before the public hearing; and

WHEREAS, Section 190.008(2)(a), Florida Statutes, requires that, prior to October 1st of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and

WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the fiscal year.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WESTWOOD/OCC COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  BUDGET

The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager and at the District’s Local Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.

4887-0354-1351.1
The Proposed Budget, attached hereto as Exhibit A, as amended by the Board, is hereby adopted in accordance with the provisions of Section 190.008(2)(a), Florida Statutes (“Adopted Budget”), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District’s Local Records Office and identified as “The Budget for the Westwood/OCC Community Development District for the Fiscal Year Ending September 30, 2025.”

The Adopted Budget shall be posted by the District Manager on the District’s official website within thirty (30) days after adoption and shall remain on the website for at least 2 years.

SECTION 2.	APPROPRIATIONS

There is hereby appropriated out of the revenues of the District, for Fiscal Year 2024/2025, the sum of $	 to be raised by the levy of assessments and/or otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the District during said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND	$	

TOTAL ALL FUNDS	$	

SECTION 3.	BUDGET AMENDMENTS

Pursuant to Section 189.016, Florida Statutes, the District at any time within Fiscal Year 2024/2025, or within 60 days following the end of the Fiscal Year 2024/2025, may amend its Adopted Budget for that fiscal year as follows:

A line-item appropriation for expenditures within a fund may be decreased or increased by motion of the Board recorded in the minutes, and approving the expenditure, if the total appropriations of the fund do not increase.

The District Manager or Treasurer may approve an expenditure that would increase or decrease a line-item appropriation for expenditures within a fund if the total appropriations of the fund do not increase and if either (i) the aggregate change in the original appropriation item does not exceed the greater of $15,000 or 15% of the original appropriation, or (ii) such expenditure is authorized by separate disbursement or spending resolution.

4887-0354-1351.1
Any other budget amendments shall be adopted by resolution and consistent with Florida law.

The District Manager or Treasurer must ensure that any amendments to the budget under paragraph c. above are posted on the District’s website within 5 days after adoption and remain on the website for at least 2 years.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 	 DAY OF 	, 2023.

ATTEST:	WESTWOOD/OCC COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary
By:	 Its:	

Exhibit A: Fiscal Year 2024/2025 Budget

4887-0354-1351.1

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Table of Contents

1		General Fund

	General Fund Narrative
Westwood/OCC
Community Development District

Proposed Budget General Fund

	Adopted Budget	Actuals Thru	Projected Next	Projected Thru	Proposed Budget	
Description	FY2024	4/30/24	5 Months	9/30/24	FY2025	
Revenues
Developer Contributions	

$	94,869	

$	25,242  $	

32,112	

$	57,355	

$	96,537	
Total Revenues	$	94,869	$	25,242	$	32,112	$	57,355	$	96,537	

Expenditures						
Administrative						
Supervisor Fees	$	12,000	$	800  $	1,600	$	2,400	$	12,000	
FICA Expense	$	918	$	46  $	92	$	138	$	918	
Engineering	$	12,000	$	305  $	5,000	$	5,305	$	12,000	
Attorney	$	25,000	$	596  $	10,417	$	11,012	$	25,000	
Annual Audit	$	3,100	$	3,100  $	-	$	3,100	$	3,200	
Management Fees	$	25,000	$	14,583  $	10,417	$	25,000	$	26,250	
Information Technology	$	800	$	467  $	333	$	800	$	840	
Website Maintenance	$	400	$	233  $	167	$	400	$	420	
Telephone	$	300	$	-	$	125	$	125	$	300	
Postage	$	1,000	$	12  $	100	$	112	$	1,000	
Printing & Binding	$	1,000	$	-	$	100	$	100	$	1,000	
Insurance	$	6,426	$	6,076  $	-	$	6,076	$	6,684	
Legal Advertising	$	5,000	$	-	$	2,083	$	2,083	$	5,000	
Other Current Charges	$	1,600	$	273  $	193	$	466	$	1,600	
Office Supplies	$	150	$	1  $	63	$	63	$	150	
Dues, Licenses & Subscriptions	$	175	$	175  $	-	$	175	$	175	
Total Expenditures	$	94,869	$	26,666	$	30,688	$	57,355	$	96,537	
						
Excess Revenues/(Expenditures)	$	-	$	(1,424)  $	1,424	$	-	$	-	

1
Westwood/OCC
Community Development District
GENERAL FUND BUDGET

REVENUES:
Developer Contributions
The District will enter into a Funding Agreement with the Developer to fund the General Fund expenditures for the Fiscal Year.

EXPENDITURES:
Administrative:
Supervisor Fees
Chapter 190, Florida Statutes, allows for each Board member to receive $200 per meeting, not to exceed $4,800 per year paid to each Supervisor for the time devoted to District business and meetings. The amount is based on 5 supervisors attending 12 meetings during the fiscal year.
FICA Expense
Represents the Employer’s share of Social Security and Medicare taxes withheld from Board of Supervisor checks.
Engineering
The District's engineer, Dewberry Engineers, Inc., will be providing general engineering services to the District, e.g. attendance and preparation for monthly board meetings, review of invoices and requisitions, preparation and review of contract specifications and bid documents, and various projects assigned as directed by the Board of Supervisors and the District Manager.
Attorney
The District's legal counsel, Kutak Rock, LLP will be providing general legal services to the District,
e.g. attendance and preparation for monthly meetings, preparation and review of agreements and resolutions, and other research assigned as directed by the Board of Supervisors and the District Manager.
Annual Audit
The District is required by Florida Statutes to arrange for an independent audit of its financial records on an annual basis.
Management Fees
The District has contracted with Governmental Management Services-Central Florida, LLC to provide Management, Accounting and Recording Secretary Services for the District. The services include, but not limited to, recording and transcription of board meetings, budget preparation, all financial reporting, arranges annual audit, etc.

2
Westwood/OCC
Community Development District
GENERAL FUND BUDGET

Information Technology
Represents various cost of information technology for the District such as video conferencing, cloud storage and servers, positive pay implementation and programming for fraud protection, accounting software, tablets for meetings, Adobe, Microsoft Office, etc. Governmental Management Services – Central Florida, LLC provides these systems.
Website Maintenance
Represents the costs associated with monitoring and maintaining the District’s website created in accordance with Chapter 189, Florida Statutes. These services include site performance assessments, security and firewall maintenance, updates, document uploads, hosting and domain renewals, website backups, etc. Governmental Management Services – Central Florida, LLC provides these services.
Telephone
Telephone and fax machine.
Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.
Printing & Binding
Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes etc.
Insurance
The District’s general liability and public officials liability insurance coverage is provided by Florida Insurance Alliance (FIA). FIA specializes in providing insurance coverage to governmental agencies.
Legal Advertising
The District is required to advertise various notices for monthly Board meetings, public hearings, etc in a newspaper of general circulation.
Other Current Charges
Bank charges and any other miscellaneous expenses incurred during the year.

3
Westwood/OCC
Community Development District
GENERAL FUND BUDGET

Office Supplies
Miscellaneous office supplies.
Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Florida Department of Commerce for $175. This is the only expense under this category for the District.

4
Exhibit A

Fiscal Year 2023/2024 Budget

4887-0354-1351.1

Section V
WESTWOOD/OCC COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2024/2025 FUNDING AGREEMENT

This agreement (“Agreement”) is made and entered into this 	 day of 	, 2024, by and between:

WESTWOOD/OCC COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, and located in Orange County, Florida ("District"), and

DCS REAL ESTATE INVESTMENTS, VI, LLC, a Florida LLC and a landowner in the District ("Developer") with an address of 505 South Flagler Drive, Suite 900, West Palm Beach, Florida 33401.

RECITALS

WHEREAS, the District was established by an ordinance adopted by the County Commission of Orange County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, Developer presently owns and/or is developing the majority of all real property described in Exhibit A, attached hereto and incorporated herein (“Property”), within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and

WHEREAS, the District is adopting its general fund budget for the fiscal year beginning October 1, 2024 and ending September 30, 2025 (“Fiscal Year 2024/2025 Budget”); and

WHEREAS, this Fiscal Year 2024/2025 Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and

WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property, that will benefit from the activities, operations and services set forth in the Fiscal Year 2024/2025 Budget, or utilizing such other revenue sources as may be available to it; and

WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and
WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and

WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and

WHEREAS, Developer and District desire to secure such budget funding through the imposition of a continuing lien against the Property described in Exhibit A and otherwise as provided herein.

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

FUNDING. The Developer agrees to make available to the District the monies necessary for the operation of the District as called for in the budget attached hereto as Exhibit B, as may be amended from time to time in the District’s sole discretion, within fifteen (15) days of written request by the District. Amendments to the Fiscal Year 2024/2025 Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. These payments are made by the Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District.

CONTINUING LIEN. District shall have the right to file a continuing lien upon the Property described in Exhibit A for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys’ fees, paralegals’ fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement this lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District’s lien. The lien shall be effective as of the date and time of the recording of a “Notice of Lien for Fiscal Year 2024/2025 Budget” in the public records of Orange County, Florida (“County”), stating among other things, the description of the real property and the amount due as of the recording of the Notice, and the existence of this Agreement. The District Manager, in its sole discretion, is hereby authorized by the District to file the Notice of Lien for Fiscal Year 2024/2025 Budget on behalf of the District, without the need of further Board action authorizing or directing such filing. At the District Manager’s direction, the District may also bring an action at law against the record title holder to the Property to pay the amount due under this Agreement, or may foreclose the lien against the Property in any manner authorized by law. The District may partially release any filed lien for portions of the Property subject to a plat if and when the Developer has demonstrated, in the District’s sole discretion, such release will not
materially impair the ability of the District to enforce the collection of funds hereunder. In the event the Developer sells any of the Property described in Exhibit A after the execution of this Agreement, the Developer’s rights and obligations under this Agreement shall remain the same, provided however that the District shall only have the right to file a lien upon the remaining Property owned by the Developer.

ALTERNATIVE COLLECTION METHODS.

In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against the Developer in the appropriate judicial forum in and for the County. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis. The Developer agrees that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the County property appraiser.

AGREEMENT; AMENDMENTS. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. 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 of the parties hereto.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument.

ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld.
DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 2 and 3 above.

THIRD PARTY RIGHTS; TRANSFER OF PROPERTY. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. In the event the Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, the Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the purchaser agree to be bound by the terms of this Agreement. The Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition.

FLORIDA LAW GOVERNS. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties 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 the doubtful language will not be interpreted or construed against any party.

EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.
IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written
above.

Attest:	WESTWOOD/OCC COMMUNITY
DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	By: 	
Its: 	

DCS REAL ESTATE INVESTMENTS, VI, LLC,
a Florida LLC

Witness	By:	
Its:	

EXHIBIT A:	Property Description
EXHIBIT B:	Fiscal Year 2024/2025 Budget
EXHIBIT A
Property Description

WESTWOOD PART0FL0T2 CS# 18-134

DESCRIPTIO :

The land referred to herein below is situated in the Cmmty of Ornnge, State of Florida, and is described as folfows:
A portion of Lot 2, WESTWOOD, accordi11g to the plat thereof, as recorded in Plat Book 20, Pages l 32 and 133, Public Records of Orange County, Florida, located in Section 12, Township 24 South, Ra11ge 28 East, Orange County, Florida, being more particularly d  cribed as follows:

Commence at the southeast corner of said Lot 2.; said point lying on the westerly right-of-way line of Westwood Boulevard as shown on tlle plat of W STWOOD BOULEVARD RIGHT-OF-WAY PHAS II, according to the plat thereof, as recorded in Plat Book 15, Page 80, Public Records of Orange County, Florida; thence ruo northerly along said westerly right-of-way line, the following two (2) courses and distances; run N 02"45'59" W, a distance of 2932 feet to a point of curvatu e of a curve, concave easterly, having a radius of l003.00foet and a central angle of24°47'3I"; thence run northerly, along the arc of aid curve, a d1 tance of 434.00 feet 10 the PO	T OF BEG™NI G; thence 11.111	88"06'40" W, a distance of 143.93 feel; thence run S 80"58'52" W, a distance of 176.23 feel;. Lhence ru.n S 09°0 l' 18" E, a disuince of 63.10 feet to a point on a non-tangent curve, concave northeast.erly, having a radius of 353.50 feet and a ce11tral angle of 32"28'4 l "; thence on a chord bearing of	84"12'05" W, run 200.38 feet along the arc of said curve lO the point of tangency thereof; thence run	67°57'44" W, a distance of 158 76 feet to a point on a non-tangenl curve, concave southwesterly, having a radius of 69.50 feet. and a central angle of 1.43°57'34"; thence rn1 a chord be.aring of	67,.57'44" W, run 174.62 feet along the arc of said curve to a point; thence run N 67"'57'44" W, a distance of 267.53 feet to a point on a non-tangent curve, concave southeasterly, having a radills of 2201.83 feet and a central angle of03 28'12", aid point being on the limited access right-of-way line of Interstate No. 4 and the Beeline Expressway; thence nm northerly along said limited access right-of-way line the following three (3) c urses and distances; on a chord bearing of-	12°50'40'' E, run !33.35 feet along the arc of said curve to the point of compound curvature with a curve, concave southeasterly, having a radius of 1055.92 feet and a central angle of 42°4.5'44"; thence run northeasterly, along the arc of said curve, a distance of 788.08 feet to the point of compound curvature with a curve, concave southeasterly having a radius of 22-01.83 feet a.nd a central angle of 09°37'04"; thence rnn nmtheasterly, along the arc of said curve, a distance of 369.61 feet to a point, thence, departing said limited access right-of-way line, run S 19°25' 14" E; a distance of 503. J6
feet to a point of c1,.wvature of a non-tangent curve, concave southerly, having a radiu of 530.00 feet and a
central angle of 43°14'08"; the11ce, on a chord beari11g of S 60°52' 56" E, run 399.94 feet along !he arc of said curve to a point on tile. aforementioned westerly righ.t-of-way-line of Westwood Boulevard; said point lying on a curve, concave southeasterly, having a radius of 1003.00 feet; thence, on a chord bearing of S 36°22' 57" W, run 502.66 feet along the arc of said curve Huough a central angle of 28"42'51" to the. POINT OF BEGINNING.
Containing 20.001 acres more or Less a11d :being subject to any rights-of-way, restrictions and easements of record.
EXHIBIT B
Fiscal Year 2024/2025 Budget

Section VI

Section A

Section 1
Kutak Rock LLP
107 West College Avenue, Tallahassee, FL 32301-7707
office 850.692.7300

MEMORANDUM

TO:	DISTRICT MANAGERS
KUTAK ROCK LLP - TALLAHASSEE MAY 17, 2024
RECENTLY ENACTED 2024 LEGISLATION	
FROM:		
DATE:		
RE:		

HB 7013—the 2024 special districts omnibus bill—has been signed by Governor DeSantis. As a result, special districts have new requirements and deadlines spelled out in statute.
Among other things the bill:
Requires all special districts to adopt goals and objectives along with performance measures and standards to determine if a district has met its goals and objectives; this must be done by October 1, 2024. We encourage District Managers to prepare standardized draft goals and objectives to be adopted by district boards. Although some district boards may wish to establish more detailed goals and objectives specifically tailored to the activities of their particular district, the majority may wish to adopt standardized goals and objectives that are germane to special districts. Kutak Rock would like to review proposed goals and objectives prior to presentation to district boards.

Each subsequent year, an annual report must be prepared describing the goals and objectives achieved or failed to be achieved by the district, as well as the performance measures and standards used by the district to make this determination. The annual report must be posted on the district’s website by December 1. The first of these annual reports is due December 1, 2025.

Beginning with the 2024 elections, establishes a term limit of 12 years for members of a popularly elected body governing an independent special district, unless the district’s charter provides for more restrictive terms of office. The term limits do not apply to community development districts created under Chapter 190, F.S., or an independent special district created pursuant to a special act that provides that “any amendment to chapter 190 to grant additional powers constitutes a power of that district.”
Allows the Department of Commerce to declare certain independent special districts (excluding community development districts) and community redevelopment districts

inactive if they report no revenue, expenditures, or debt for five consecutive years beginning no earlier than Oct. 1, 2018.

States that independent special district boundaries shall only be changed by general law or special act. This language does not apply to a community development district established pursuant to Chapter 190, F.S.

2

Section C

Section 1

Westwood/DCC
Community Development District

Unaudited Financial Reporting
April 30, 2024

Table of Contents

	Balance Sheet

	General Fund

	Capital Project Fund

	Month to Month
Westwood/OCC
Community Development District Combined Balance Sheet
April 30, 2024

Assets:
Cash:
Operating Account	

$	6,155	

$	

-	

$	6,155	
Due From Developer	$	2,492	$	-	$	2,492		
Total Assets	$	8,647	$	-	$	8,647		
Liabilities:
Accounts Payable	

$	5,897	

$	-	

$	5,897		
Due to Developer	$	-	$	10,479	$	10,479		
Total Liabilities	$	5,897	$	10,479	$	16,376		

Fund Balances:
Unassigned	

$	2,750	

$	(10,479)	

$	(7,729)		
Total Fund Balances	$	2,750	$	(10,479)	$	(7,729)		
					
Total Liabilities & Fund Balance	$	8,647	$	-	$	8,647		

1
Westwood/OCC
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending April 30, 2024

	Adopted	Prorated Budget	Actual		
	Budget	Thru 04/30/24	Thru 04/30/24	Variance	

Revenues					
Developer Contributions	$	94,869	$	25,242	$	25,242	$	-	
Total Revenues	$	94,869	$	25,242	$	25,242	$	-	

Expenditures:					
General & Administrative:					
Supervisor Fees	$	12,000	$	7,000	$	800	$	6,200	
FICA Expense	$	918	$	536	$	46	$	490	
Engineering	$	12,000	$	7,000	$	305	$	6,695	
Attorney	$	25,000	$	14,583	$	596	$	13,988	
Annual Audit	$	3,100	$	3,100	$	3,100	$	-	
Management Fees	$	25,000	$	14,583	$	14,583	$	-	
Information Technology	$	800	$	467	$	467	$	-	
Website Maintenance	$	400	$	233	$	233	$	-	
Telephone	$	300	$	175	$	-	$	175	
Postage	$	1,000	$	583	$	12	$	571	
Printing & Binding	$	1,000	$	583	$	-	$	583	
Insurance	$	6,426	$	6,426	$	6,076	$	350	
Legal Advertising	$	5,000	$	2,917	$	-	$	2,917	
Other Current Charges	$	1,600	$	933	$	273	$	660	
Office Supplies	$	150	$	88	$	1	$	87	
Dues, Licenses & Subscriptions	$	175	$	175	$	175	$	-	
Total Expenditures	$	94,869	$	59,382	$	26,666	$	32,716	
					
Excess Revenues (Expenditures)	$	-		$	(1,424)		
					
Fund Balance - Beginning	$	-		$	4,174		
					
Fund Balance - Ending	$	-		$	2,750		

2
Westwood/OCC
Community Development District Capital Projects Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending April 30, 2024

Adopted	Prorated Budget	Actual		
Budget	Thru 04/30/24	Thru 04/30/24	Variance	

Revenues:

Developer Advances	

$	

-	$	

-	$	-	

$	

-	
Total Revenues	$	-	$	-	$	-	$	-	

Expenditures:

Miscellaneous Expense	

$	

-	$	

-	$	-	

$	

-	
Total Expenditures	$	-	$	-	$	-	$	-	
						
Fund Balance - Beginning	$	-	$	(10,479)			
						
Fund Balance - Ending	$	-	$	(10,479)			

3
Westwood/OCC
Community Development District Month to Month

Revenues									
Developer Contributions	$	8,261	$	2,401	$	2,237	$	2,209	$	5,289	$	2,354	$	2,492	$	-  $	-  $	-  $	-  $	-  $	25,242	
Total Revenues	$	8,261	$	2,401	$	2,237	$	2,209	$	5,289	$	2,354	$	2,492	$	-  $	-  $	-  $	-  $	-  $	25,242	

Expenditures:									
General & Administrative:									
Supervisor Fees	$	-	$	-	$	-	$	-	$	-	$	800	$	-	$	-  $	-  $	-  $	-  $	-  $	800	
FICA Expense	$	-	$	-	$	-	$	-	$	-	$	46	$	-	$	-  $	-  $	-  $	-  $	-  $	46	
Engineering	$	-	$	-	$	-	$	-	$	-	$	305	$	-	$	-  $	-  $	-  $	-  $	-  $	305	
Attorney	$	41	$	53	$	26	$	-	$	170	$	306	$	-	$	-  $	-  $	-  $	-  $	-  $	596	
Annual Audit	$	-	$	-	$	-	$	-	$	3,100	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	3,100	
Management Fees	$	2,083	$	2,083	$	2,083	$	2,083	$	2,083	$	2,083	$	2,083	$	-  $	-  $	-  $	-  $	-  $	14,583	
Information Technology	$	67	$	67	$	67	$	67	$	67	$	67	$	67	$	-  $	-  $	-  $	-  $	-  $	467	
Website Maintenance	$	33	$	33	$	33	$	33	$	33	$	33	$	33	$	-  $	-  $	-  $	-  $	-  $	233	
Telephone	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-	
Postage	$	1	$	1	$	1	$	-	$	5	$	1	$	3	$	-  $	-  $	-  $	-  $	-  $	12	
Printing & Binding	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-	
Insurance	$	6,076	$	-	$	-	$	-	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	6,076	
Legal Advertising	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	-	
Other Current Charges	$	38	$	38	$	38	$	38	$	40	$	40	$	40	$	-  $	-  $	-  $	-  $	-  $	273	
Office Supplies	$	0	$	0	$	0	$	-	$	0	$	0	$	0	$	-  $	-  $	-  $	-  $	-  $	1	
Dues, Licenses & Subscriptions	$	175	$	-	$	-	$	-	$	-	$	-	$	-	$	-  $	-  $	-  $	-  $	-  $	175	
Total Expenditures	$	8,515	$	2,276	$	2,248	$	2,221	$	5,499	$	3,681	$	2,226	$	-  $	-  $	-  $	-  $	-  $	26,666	
									
Excess Revenues (Expenditures)	$	(254)	$	125	$	(11)	$	(13)	$	(210)	$	(1,327)	$	266	$	-  $	-  $	-  $	-  $	-  $	(1,424)	

4

Section 2
Westwood/OCC
Community Development District

Bill to:	DCS Real Estate Investments VI, LLC
Funding Request #52
February 21, 2024

General Fund FY2024

GMS-Central Florida, LLC
Invoice #54 - Management Fees - February 2024

$	2,189.04

Grau & Associates
Invoice #25204 - FY23 Audit - February 2024

$	3,100.00

Total:	$	5,289.04 

Please make check payable to:

Westwood/OCC Community Development District
6200 Lee Vista Blvd, Suite 300
Orlando, FL 32822
GMS-Central Florida, LLC
1001 Bradford Way
Kingston, TN 37763
Invoice

Bill To:
Westwood OCC COD 219 E. Livingston St. Orlando, FL 32801
Invoice #: 54
Invoice Date: 2/1/24
Due Date: 2/1/24
Case:
P.0. Number:

 	
Description	Hours/Qty	Rate	Amount

Management Fees - February 2024		
Website Administration - February 2024				 Information Technology - February 2024			 	
Office Supplies		 Postage	

	2,083.33
3:3.33
66.67
b.24
5.47	I	2,083.33 3_3.33
66.67
0.24
5.47	

Total	$2,189.04	
Payments/Credits	$0.00	
Balance Due	$2,189.04	
Grau and Associates
951 W. Yamato Road, Suite 280 Boca Raton, FL 33431- www.graucpa.com

Phone: 561-994-9299	Fax: 561-994-5823

Westwood/OCC Community Development District 219 E. Livingston Street
Orlando, FL 32801

Invoice No.	25204 Date	02/05/2024

SERVICE		AMOUNT	
Audit FYE 09/30/2023		$	3,100.00	
	Current Amount Due	$	3,100.00	

0 - 30	31- 60	61 - 90	91 - 120	Over 120	Balance	
3,100.00	0.00	0.00	0.00	0.00	3,100.00	
Payment due upon receipt.

Westwood/OCC
Community Development District

Bill to:	DCS Real Estate Investments VI, LLC
Funding Request #53
March 13, 2024

General Fund FY2024

GMS-Central Florida, LLC
Invoice #55 - Management Fees - March 2024

$	2,184.00

Kutak Rock LLP
Invoice #3365583 - General Counsel - February 2024

$	170.00

Total:	$	2,354.00 

Please make check payable to:

Westwood/OCC Community Development District
6200 Lee Vista Blvd, Suite 300
Orlando, FL 32822
GMS-Central Florida, LLC
1001 Bradford Way
Kingston, TN 37763
Invoice

Bill To:
Westwood OCC COD 219 E. Livingston St. Orlando, FL 32801
Invoice #: 55
Invoice Date: 3/1/24
Due Date: 3/1/24
Case:
P.O. Number:

Description	Hours/Qty	Rate	Amount

Management Fees - March 2024 Website Administration - March 2024 Information Technology - March 2024 Office Supplies
Postage		2,083.33
33.33
66.67
0.03
0.64	2,083.33
33.33
66.67
0.03
0.64	

Total	$2,184.00	
Payments/Credits	$0.00	
Balance Due	$2,184.00	
K U T A K  R O C K  L L P
TALLAHASSEE, FLORIDA
Telephone 404-222-4600
Facsimile 404-222-4654

Federal ID 47-0597598

March 11, 2024
Check Remit To: Kutak Rock LLP PO Box 30057
Omaha, NE 68103-1157

ACH/Wire Transfer Remit To:
ABA #104000016
First National Bank of Omaha
Kutak Rock LLP A/C # 24690470
Reference: Invoice No. 3365583 Client Matter No. 23123-1
Notification Email: eftgroup@kutakrock.com

Mr. George Flint Westwood/OCC CDD
Governmental Management Services - Central Florida Unit E
1408 Hamlin Avenue
St. Cloud, FL 34771	Invoice No. 3365583
23123-1

Re:	General Counsel
For Professional Legal Services Rendered
02/05/24	M. Eckert	0.40		170.00	Review draft audit TOTAL HOURS		0.40
TOTAL FOR SERVICES RENDERED	$170.00
TOTAL CURRENT AMOUNT DUE	$170.00

PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT COMMUNICATION AND/OR WORK PRODUCT

Westwood/OCC
Community Development District

Bill to:	DCS Real Estate Investments VI, LLC
Funding Request #54
April 17, 2024

General Fund FY2024

GMS-Central Florida, LLC
Invoice #57 - Management Fees - April 2024

$	2,186.01

Kutak Rock LLP
Invoice #3379532 - General Counsel - March 2024

$	306.00

Total:	$	2,492.01 

Please make check payable to:

Westwood/OCC Community Development District
6200 Lee Vista Blvd, Suite 300
Orlando, FL 32822
GMS-Central Florida, LLC
1001 Bradford Way
Kingston, TN 37763
Invoice

Bill To:
Westwood OCC CDD 219 E. Livingston St. Orlando, FL 32801
Invoice#: 57
Invoice Date: 4/1/24
Due Date: 4/1/24
Case:
P.O. Number:

	
Description	Hours/Qty	Rate	Amount

Management Fees - April 2024
:website Adm1n1stration - April 2024				 Information Technology - April 2024
,Office Supplies Postage		2,083.33
33.33
66.67
0.12
2.56	2,083.33
33.33
66.67
0.12
2.56	

Total	$2,186.01	
Payments/Credits	$0.00	
Balance Due	$2,186.01	
K U T A K  R O C K  L L P
TALLAHASSEE, FLORIDA
Telephone 404-222-4600
Facsimile 404-222-4654

Federal ID 47-0597598

April 10, 2024
Check Remit To: Kutak Rock LLP PO Box 30057
Omaha, NE 68103-1157

ACH/Wire Transfer Remit To:
ABA #104000016
First National Bank of Omaha
Kutak Rock LLP A/C # 24690470
Reference: Invoice No. 3379532 Client Matter No. 23123-1
Notification Email: eftgroup@kutakrock.com

Mr. George Flint Westwood/OCC CDD
Governmental Management Services - Central Florida Unit E
1408 Hamlin Avenue
St. Cloud, FL 34771	Invoice No. 3379532
23123-1

Re:	General Counsel
For Professional Legal Services Rendered

03/01/24	M. Eckert	0.10	42.50	Review draft agenda	
03/12/24	M. Eckert	0.40	170.00	Prepare for and attend board meeting	
03/14/24	M. Eckert	0.10	42.50	Respond to auditor request	
03/29/24	K. Haber	0.20	51.00	Prepare budget approval resolution	

TOTAL HOURS	0.80
TOTAL FOR SERVICES RENDERED	$306.00
TOTAL CURRENT AMOUNT DUE	$306.00

PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT COMMUNICATION AND/OR WORK PRODUCT

Section 3

April 22, 2024

George Flint, District Manager Westwood/OCC CDD
Governmental Management Services 219 East Livingston Street
Orlando, FL 32801

To whom it may concern,

Per the requirements of Chapter 190.006, Florida Statutes, the Orange County Supervisor of Elections Office Mapping Department has determined the number of registered voters in the district as of April 15, 2024. Our research is based on the most recent legal description provided to us by the District Office.
As of April 15, 2024, there are	0	registered voter(s) in the
Westwood/OCC CDD.

A map and list of addresses can be provided upon request. Please contact the Mapping Department at 407-254-6554 with any questions.

Sincerely,

Mapping Department
Orange County Supervisor of Elections Phone: 407-254-6554
119 W. Kaley Street Orlando, FL 32806
soemapping@ocfelections.gov

119 West Kaley Street, Orlando ■ Reply to: Post Office Box 562001, Orlando, Florida 32856 Phone
(407) 836-2070 ■ Fax (407) 254-6596 ■ Internet: www.ocfelections.gov

Section 4
NOTICE OF MEETINGS WESTWOOD/OCC
COMMUNITY DEVELOPMENT DISTRICT
The Board of Supervisors of the Westwood/OCC Community Development District will hold its regularly scheduled public meetings for the Fiscal Year 2025 at the Offices of GMS-CF, LLC, 219 E. Livingston Street, Orlando, FL 32801, at 10:00 a.m. on the second Tuesday of the month as follows:

November 12, 2024
March 11, 2025
June 10, 2025
August 12, 2025

The meetings are open to the public and will be conducted in accordance with the provisions of Florida law for Community Development Districts. A copy of the agenda for a particular meeting may be obtained by contacting the office of the District Manager at 219 E. Livingston Street, Orlando, Florida 32801, (407) 841-5524.

A meeting may be continued to a date, time and place to be specified on the record at that meeting. There may be occasions when one or more Supervisors, staff or other individuals will participate by telephone.

Any person requiring special accommodations at a meeting because of a disability or physical impairment should contact the District Office at (407) 841-5524 at least 48 hours prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at (800) 955-8770 for aid in contacting the District Office.

Each person who decides to appeal any action taken at these meetings 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 such appeal is to be based.

George S. Flint
Governmental Management Services – Central Florida, LLC District Manager