QUARRY COMMUNITY DEVELOPMENT DISTRICT

QUARRY COMMUNITY DEVELOPMENT DISTRICT COLLIER COUNTY REGULAR BOARD MEETING & PUBLIC HEARING MAY 21, 2018 1:30 P.M. Special District Services, Inc. 27499 Riverview Center Boulevard, #253 Bonita Springs, FL 33134 www.quarrycdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA QUARRY COMMUNITY DEVELOPMENT DISTRICT The Quarry Beach Club 8975 Kayak Drive Naples, Florida 34120 REGULAR BOARD MEETING & PUBLIC HEARING May 21, 2018 1:30 p.m. A. Call to Order B. Proof of Publication..Page 1 C. Establish Quorum D. Additions or Deletions to Agenda E. Comments from the Public for Items Not on the Agenda F. Approval of Minutes 1. May 3, 2018 Special Board Meeting Minutes.Page 2 G. Public Hearing 1. Proof of Publication.Page 8 2. Receive Public Comments Regarding Intent to Levy Non-Ad Valorem Assessments 3. Consider Adjusting and Equalizing Non-Ad Valorem Special Assessments Based on Comments from the Public 4. Consider Approval of the Project and the Levy of Special Assessments 5. Consider Resolution No. 2018-12 Refunding and Improvement Bonds for Pond Bank Reconstruction.Page 12 H. Old Business I. New Business 1. Consider Resolution No. 2018-13 Approving the Form of Grant Agreement and Granting the District Manager the Authority to Execute Such Agreement and Subsequent Amendments; Approving the Scope and Terms of Such Authorization.Page 30 J. Administrative Matters K. Board Members Comments L. Adjourn

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QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 A. CALL TO ORDER The May 3, 2018, Special Board Meeting of the Quarry Community Development District was called to order at 11:02 a.m. at the Quarry Beach Club located at 8975 Kayak Drive, Naples, Florida 34120. B. PROOF OF PUBLICATION Proof of publication was presented that notice of the Special Board Meeting had been published in the Naples Daily News on April 26, 2018, as legally required. C. ESTABLISH A QUORUM It was determined that the attendance of the following Supervisors constituted a quorum and it was in order to proceed with the meeting: Chairman Barry J. Demovsky Present Vice Chairman Ronald Rex Present Supervisor Glenn Hollrah Present Supervisor Thomas Oldag Present Supervisor Richard Doll Present Staff members in attendance were: District Manager Kathleen Dailey Special District Services, Inc. District Counsel Wes Haber (via phone) Hopping Green & Sams District Engineer Josh Evans JR Evans Engineering Also present were: Len Lindahl (via conference call) and of Special District Services, Inc.; Clark Bennett of Spectrum Municipal Services, Inc.; LeeAnn Kirwin-Klimek of Florida Community Bank; Cheryl Ollila, QCA President; and the District residents indicated on the attached sheet. D. ADDITIONS OR DELETIONS TO THE AGENDA Ms. Dailey requested and it was the consensus of the Board to add as Item #5 under New Business Consider Change in Agreement with Municipal Advisory Services. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA 1 Page 2

QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 District resident Tim Cantwell inquired about communication from the contractors when working on personal property. Mr. Evans responded that before any construction commences, he will provide the name of the construction manager from his firm. District resident Chip Harrington advised that some people do not want to keep their docks. Mr. Evans noted that they will be able to contact the contractor to leave the dock on the bank for disposal. District resident Gay Segal had questions about the newspaper post and the assessments. Mr. Rex responded that the amounts are based on an original methodology and he could go over those numbers with her after the meeting. District resident Tony Panduras asked about designating one contractor to handle moving docks and the reconnects. Mr. Demovsky advised that the CDD would remove the docks, but it is up to the homeowner to disconnect the water and electricity to them. F. APPROVAL OF MINUTES 1. April 17, 2018, Continued Public Hearing & Regular Board Meeting The April 17, 2018, Continued Public Hearing & Regular Board Meeting minutes were presented for approval. Mr. Hollrah asked that the minutes reflect that he asked what kind of performance bond would be provided and that the response from Metro was that it would be Travelers of America. A motion was then made by Mr. Rex, seconded by Mr. Doll and passed unanimously approving the April 17, 2018, Continued Public Hearing & Regular Board Meeting minutes, as amended. G. OLD BUSINESS There were no Old Business items to come before the Board. H. NEW BUSINESS 1. Consider Approval of Change Order to J.R. Evans Engineering for Construction Management and Materials Testing Mr. Evans explained that this is in the amount of $212,000 for third party materials testing and construction management. Ms. Ollila stated that she thought the engineering services contract price total had been previously provided. Mr. Demovsky advised that this was a result of the change in the first contract that was drawn up, whereas the stone was measured per linear foot. He indicated that it is now measured by the truckload, which saves $400,000 to $500,000 in materials, but requires a different scope of services. 2 Page 3

QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 A motion was made by Mr. Doll, seconded by Mr. Rex and passed unanimously approving the Change Order to J.R. Evans Engineering in the amount of $212,000 for construction management and materials testing, as presented. 2. Consider Approval of Contract with Metro Equipment Services for the Limited Purpose of Purchasing Materials Mr. Haber explained that the Board had previously begun the process of signing a contract and issuing a formal notice to proceed. He stated that this puts the District on the hook to purchase rip rap material for the contract that will later be fully signed. Mr. Demovsky stated that this gives assurance to the contractor that the District is proceeding. A motion was made by Mr. Rex, seconded by Mr. Hollrah and passed unanimously approving the contract with Metro Equipment Services for the limited purpose of purchasing materials, as presented. 3. Consider Approval of Engagement Letter with Bond Counsel Mr. Demovsky noted that this was the increase in the fee for the bond counsel for redoing the bond issue not to exceed $38,500. There was a general discussion on the bond issuance. Mr. Demovsky explained that the amount is a draw down, so assessments will be adjusted in the future, if the project costs less and if FEMA funds are received. Mr. Rex added that since the CDD is a government entity, he believes the prospects for getting reimbursed by FEMA are high. A motion was made by Mr. Rex, seconded by Mr. Hollrah and passed unanimously approving the engagement letter with Bond Counsel, Greenberg Traurig. District resident Frank Cajill asked about the lawsuit and its impact on inspections. Mr. Evans responded that a second party had been hired to review the restoration and no permits are required for maintenance, so the County and South Florida Water Management District are not involved. There was a general discussion about the original grade of slopes and Mr. Demovsky pointed out that the permits were amended, so that in rezoned areas there was a change in the slope of the bank. 4. Consider Resolution No. 2018-11 Bond Resolution Resolution No. 2018-11 was presented, entitled: 3 Page 4

QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 RESOLUTION NO. 2018-11 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT (THE DISTRICT ) AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,485,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING AND IMPROVEMENT BONDS, SERIES 2018 (THE BONDS ), TO CURRENTLY REFUND THE DISTRICT S OUTSTANDING SPECIAL ASSESSMENT BONDS, SERIES 2018 AND TO PAY ALL OR A PORTION OF THE DESIGN AND CONSTRUCTION COSTS OF CERTAIN PUBLIC INFRASTRUCTURE IMPROVEMENTS RELATING TO THE EROSION OF LAKE BANKS WITHIN THE DISTRICT CAUSED BY HURRICANE IRMA AND INCIDENTAL COSTS RELATING THERETO (THE 2018 PROJECT ), PURSUANT TO CHAPTER 190, FLORIDA STATUTES, AS AMENDED; APPOINTING U.S. BANK NATIONAL ASSOCIATION TO SERVE AS TRUSTEE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE RELATING TO THE BONDS IN SUBSTANTIALLY THE FORM ATTACHED HERETO; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PLACEMENT AGREEMENT; AUTHORIZING THE PRIVATE PLACEMENT OF THE BONDS TO FLORIDA COMMUNITY BANK, N.A. PURSUANT TO THE CONDITIONS SET FORTH HEREIN AND IN THE BOND PLACEMENT AGREEMENT; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE DISTRICT (EXCEPT AS OTHERWISE PROVIDED HEREIN), COLLIER COUNTY, FLORIDA, OR OF THE STATE OF FLORIDA OR OF ANY OTHER POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE 2018 PLEDGED REVENUES WHICH INCLUDE THE 2018 SPECIAL ASSESSMENTS TO BE ASSESSED AND LEVIED ON THE PROPERTY WITHIN THE DISTRICT BENEFITED BY THE 2018 PROJECT; DESIGNATING THE BONDS AS QUALIFIED TAX-EXEMPT OBLIGATIONS WITHIN THE MEANING OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING FOR OTHER RELATED MATTERS AND PROVIDING AN EFFECTIVE DATE. Mr. Haber explained that this document approves and authorizes the Chairman to sign the documents in order to close the bond. 4 Page 5

QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 A motion was made by Mr. Rex, seconded by Mr. Oldag and passed unanimously to adopt Resolution No. 2018-11, as presented. 5. ADDED ITEM - Consider a Change in Agreement with Municipal Advisory Services Ms. Dailey explained that Municipal Advisory Services had been brought in to assist the District through the bond process. Mr. Demovsky reviewed how the process had expanded and went over the figures provided by the contractor. He explained that it had been a lot of work and suggested the Board split the difference. Mr. Bennett noted that he thought what he was asking for was fair, as he brought them a lender and had to go through issuance two times, and had negotiated a good interest rate for the District. Mr. Demovsky stated that the going rate on a $2.5 Million bond would be $12,500, so he does agree that the request for $8,500 is fair. A motion was made by Mr. Rex, seconded by Mr. Demovsky approving the change in the agreement with Spectrum Municipal Services, Inc. to a total of $8,500. Upon being put to a vote, the motion carried on a vote of 4 to 1 with Mr. Oldag dissenting. I. ADMINISTRATIVE MATTERS Ms. Dailey reminded the Board that their next meeting on May 21, 2018, was at 1:30 p.m. and included a Public Hearing and Special Board Meeting. Ms. Ollila asked about the two Board seats that are up for election and how to get the word out. Mr. Demovsky stated that he would ask Manager Adam Radler to get the word out and advise any interested candidates to go down to the County and pay $25 and provide a financial statement. Mr. Haber announced that the official qualifying period runs from noon on June 18 through noon on June 22. Ms. Dailey added that Seats 2 and 4 were up for election. J. BOARD MEMBER COMMENTS There were no comments from the Board Members. K. ADJOURNMENT There being no further business to come before the Board, the Special Board Meeting was adjourned at 11:06 a.m. on a motion made by Mr. Rex, seconded u by Mr. Hollrah and passed unanimously. 5 Page 6

QUARRY COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING MAY 3, 2018 Secretary/Assistant Secretary Chair/Vice-Chair 6 Page 7

Naples Daily News April 27, 2018 Miscellaneous Notices RESOLUTION 2018-08 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION. WHEREAS, the Board of Supervisors (the "Board") of the Quarry Community Development District (the "District") previously adopted Resolutions 2018-03 and 2018-04 regarding the levy of special assessments (the "Prior Assessments") to secure the costs to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the improvements described in the Supplemental Engineer's Report for Infrastructure Improvements dated March 5, 2018; and WHEREAS, at its meeting on April 17, 2018, the Board chose not to move forward with the levy of the Prior Assessments and instead chose to adopt this Resolution for the purpose of levying assessments to secure the costs to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the "Improvements") described in the District's Engineer's Report, dated April 15, 2018, attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190, Florida Statutes (the "Assessments"); and WHEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments; and Page 8

WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the Preliminary Special Assessment Methodology Report, dated April 17, 2018, attached hereto as Exhibit B and incorporated herein by reference and on file at 27499 Riverview Center Blvd., #253, Bonita Springs, Florida 34134 (the "District Records Office"); and WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefit to the property improved. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT: 1. Assessments shall be levied to defray a portion of the cost of the Improvements. 2. The nature and general location of, and plans and specifications for, the Improvements are described in Exhibit A, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location. 3. The total estimated cost of the Improvements is $3,206,175 (the "Estimated Cost"). 4. The Assessments will defray approximately $3,485,000, which includes the Estimated Cost, plus financing-related costs, capitalized interest and a debt service reserve. 5. The manner in which the Assessments shall be apportioned and paid is set forth in Exhibit B, including provisions for supplemental assessment resolutions. 6. The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon the Improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for. 7. There is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the estimated cost of the Improvements, all of which shall be open to inspection by the public. 8. Commencing with the year in which the Assessments are levied and confirmed, the Assessments shall be paid in not more than (30) thirty annual installments. The Assessments may be payable at the same time and in the same manner as are advalorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided, however, that in the event the uniform non ad-valorem assessment method of collecting the Assessments is not legally available to the District in any year, or if determined by the District to be in its best interest, with any required consent of bondholders, the Assessments may be collected as is otherwise permitted by law. Page 9

9. The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District's preliminary assessment roll. 10. The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner of payment therefore, or the amount thereof to be assessed against each property as improved. 11. The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) consecutive weeks) in a newspaper of general circulation within Collier County and to provide such other notice as may be required by law or desired in the best interests of the District. 12. This Resolution shall become effective upon its passage. PASSED AND ADOPTED this 17th day of April, 2018. ATTEST: QUARRY COMMUNITY DEVELOPMENT DISTRICT /S/ /S/ Secretary/Assistant Secretary Chairman, Board of Supervisors Exhibit A: Engineer's Report, dated April 15, 2018 Exhibit B: Preliminary Special Assessment Methodology Report, dated April 17, 2018 QUARRY COMMUNITY DEVELOPMENT DISTRICT www.quarrycdd.org April 27, May 4, 2018 No.1993719 Page 10

RESOLUTION 2018-12 [REFUNDING AND IMPROVEMENT BONDS FOR POND BANK RECONSTRUCTION] A RESOLUTION AUTHORIZING DISTRICT PROJECTS FOR ACQUISITION AND/OR CONSTRUCTION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITTED BY SUCH PROJECTS TO PAY THE COST THEREOF; SETTING FORTH THE SPECIFIC TERMS OF THE DISTRICT S NOT TO EXCEED $3,485,000 SPECIAL ASSESSMENT REFUNDING AND IMPROVEMENT BONDS, SERIES 2018; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170, 190, AND 197, FLORIDA STATUTES; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES; PROVIDING FOR SUPPLEMENTATION OF THE IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE. RECITALS WHEREAS, The Quarry Community Development District (the District ) has indicated its intention to reconstruct, equip and install certain infrastructure improvements to the stormwater management system (the Pond Bank Reconstruction ) through the issuance of bonds, which bonds would be repaid by the imposition of special assessments on benefited property within the District; and WHEREAS, the District Board of Supervisors (the Board ) has noticed and conducted a public hearing pursuant to Chapters 170, 190 and 197, Florida Statutes, relating to the imposition, levy, collection and enforcement of such assessments; and WHEREAS, on May 3, 2018, the District Board adopted Resolution 2018-11, authorizing the issuance of bonds not exceeding $3,485,000 and further authorizing the execution by the Chair of a Bond Placement Agreement consistent with the terms of Resolution 2018-11; and 1 Page 12

WHEREAS, consistent with the terms of Resolution 2018-11, on May 4, 2018, the District entered into a Bond Placement Agreement (the Bond Placement Agreement ) and issued its Not to Exceed $3,485,000 The Quarry Community Development District Special Assessment Refunding and Improvement Bonds, Series 2018 (the Series 2018 Bonds ); and WHEREAS, the District desires to set forth the particular terms of the sale of the Series 2018 Bonds and confirm the lien of the levy of special assessments securing the Series 2018 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 170, 190 and 197, Florida Statutes, including without limitation, Section 170.08, Florida Statutes. SECTION 2. FINDINGS. The Board hereby finds and determines as follows: (a) The District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended. (b) The District is authorized under Chapter 190, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, and equip, certain improvements including, but not limited to, roadways, water management and control facilities, recreation, utilities, and other infrastructure improvements, and services necessitated by the development of, and serving lands within the District. (c) The District is authorized by Chapters 170, 190 and 197, Florida Statutes, to levy and impose special assessments to pay all, or any part of, the cost of such infrastructure projects and services and to issue special assessment bonds payable from such special assessments as provided in Chapters 170, 190 and 197, Florida Statutes. 2 Page 13

(d) It is necessary to the public health, safety and welfare and in the best interests of the District that: (i) the District provide the Pond Bank Reconstruction (the Project ), the nature and location of which was initially described in Resolution 2018-08 and is shown in the Supplemental Engineer s Report for Infrastructure Improvements, dated April 15, 2018, (the Engineer s Report), a copy of which is attached hereto as Exhibit A, the plans and specifications of which are on file in the offices of the District Manager, 2501A Burns Road, Palm Beach Gardens, Florida 33410; (ii) the cost of such Project be assessed against the lands specially benefited by such Project; and (iii) the District issue bonds to provide funds for such purposes pending the receipt of such special assessments. (e) The provision of the Project, the levying of such special assessments and the sale and issuance of the Series 2018 Bonds serves a proper, essential, and valid public purpose and is in the best interests of the District, its landowners and residents. (f) In order to provide funds with which to pay the costs of the Project which are to be assessed against the benefitted properties, pending the collection of such special assessments, it is necessary for the District from time to time to sell and issue its bonds, in one or more series, including but not limited to the Series 2018 Bonds. (g) By Resolution 2018-08, the Board determined to provide the Project and to defray the costs thereof by levying special assessments on benefitted property and expressed an intention to issue its Series 2018 Bonds to provide the funds needed for the Project prior to the collection of such special assessments. Resolution 2018-08 was adopted in compliance with the requirements of Section 170.03, Florida Statutes, and prior to the time it was adopted, the requirements of Section 170.04, Florida Statutes, had been met. 3 Page 14

(h) As directed by Resolution 2018-08, said Resolution 2018-08 was published as required by Section 170.05, Florida Statutes, and a copy of the publisher's affidavit of publication is on file with the Secretary of the Board. (i) As directed by Resolution 2018-08, a preliminary assessment roll was adopted and filed with the Board as required by Section 170.06, Florida Statutes. (j) As required by Section 170.07, Florida Statutes, after completion of the preliminary assessment roll, the Board adopted Resolution 2018-09 fixing the time and place of a public hearing at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to (i) the propriety and advisability of the Project, (ii) the cost thereof, (iii) the manner of payment therefore, and (iv) the amount thereof to be assessed against each specially benefited property or parcel and provided for publication of notice of such public hearing and individual mailed notice in accordance with Chapters 170, 190 and 197, Florida Statutes. (k) Notice of such public hearing was given by publication and also by mail as required by Section 170.07, Florida Statutes, and affidavits as to such publications and mailings are on file in the office of the Secretary of the Board. (l) At a public meeting held on May 21, 2018, at the time and place specified in the published notice referred to in paragraph (k) above, the Board met as an Equalization Board, conducted such public hearing and heard and considered all complaints and testimony as to the matters described in paragraph (j) above, and based thereon, has made such modifications (if any) in the preliminary assessment roll as is desirable at this time. 4 Page 15

(m) Having considered the estimated costs of the Project and all complaints and evidence presented at such public hearing, the Board of Supervisors of the District further finds and determines that: (i) the estimated costs of the Project are as specified in the Engineer s Report, which Engineer s Report is hereby adopted and approved, and that the amount of such costs is reasonable and proper; (ii) it is reasonable, proper, just and right to assess the cost of such Project against the properties specially benefitted thereby using the methods determined by the Board set forth in the Final Assessment Methodology Report for Special Assessment Refunding and Improvement Bonds, Series 2018, dated, 2018, attached hereto as Exhibit B and incorporated herein by reference (the Assessment Report ), which results in the special assessments set forth on the final assessment roll; (iii) it is hereby declared that the Project will constitute a special benefit to all parcels of real property as listed on said final assessment roll, as further described in the Assessment Report, and that the benefit, in the case of each such parcel, will be equal to or in excess of the special assessments thereon when allocated as set forth in Exhibit B; and (iv) it is in the best interests of the District that the special assessments be paid and collected as herein provided. (n) On May 3, 2018, the District adopted Resolution 2018-11, which authorized the sale of bonds to pay all or a portion of the Project. Resolution 2018-11 also approved forms of various necessary documents. Under the terms and authority of Resolution 2018-11, the District executed a Commitment Letter of Florida Community Bank, N.A. (the Bank Proposal ), and on May 4, 2018, 5 Page 16

executed a Bond Placement Agreement to sell the Series 2018 Bonds. The terms of the Bond Placement Agreement are consistent with the provisions of Resolution 2018-11. The execution of the Bank Proposal and the Bond Placement Agreement is hereby ratified and confirmed. (o) On May 4, 2018, the District issued the Series 2018 Bonds to fund the Project. If the cost of the Project is less than the amount of the construction proceeds generated through the issuance of the Series 2018 Bonds issued, upon completion of the Project, a supplemental resolution may be adopted that sets for the final principal amount and assessment levels for the Series 2018 Bonds. SECTION 3. AUTHORIZATION OF THE PROJECT. The Project for reconstruction of infrastructure improvements initially described in Resolution 2018-08, and more specifically identified and described in Exhibit A attached hereto, is hereby authorized and approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to take such further action as may be necessary or desirable to cause the same to be made following the issuance of the Series 2018 Bonds. SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Project and the costs to be paid by special assessments on all specially benefited property are set forth in Exhibits A and B, as such costs may be supplemented upon the completion of the Project. SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF SPECIAL ASSESSMENTS. The special assessments on the parcels specially benefited by the Project, all as specified in the final assessment roll included in Exhibit B, are hereby equalized, approved, confirmed and levied. The District may make such adjustments to parcels listed on the final assessment roll as may be necessary in the best interests of the District as determined by the Board by subsequent resolution. Any such adjustment in the assessment roll shall be consistent with 6 Page 17

the requirements of law. In the event the issuance of bonds, including refunding bonds, by the District would result in a decrease of the special assessments, then the District shall, by subsequent resolution, adopted within sixty (60) days of the sale of such bonds at a publicly noticed meeting and without the need for further public hearing, evidence such a decrease and amend the final assessment roll as shown in the Improvement Lien Book to reflect such a decrease. SECTION 6. TERMS OF SERIES 2018 BONDS; CONFIRMATION OF MAXIMUM ASSESSMENT LIEN FOR SERIES 2018 BONDS. The Series 2018 Bonds, in a not to exceed amount of $3,485,000, shall bear interest at a rate of 3.05% and maturity date of November 1, 2033. The sources and uses of funds of the Series 2018 Bonds shall be as set forth in Exhibit C. The debt service due on the Series 2018 Bonds is set forth on Exhibit D attached hereto. The lien of the special assessments securing the Series 2018 Bonds on the lands assessed shall be the principal amount due on the Series 2018 Bonds, together with accrued but unpaid interest thereon, and together with the amount by which annual assessments are grossed up to include early payment discounts required by law and costs of collection. Notwithstanding the interest rate set forth above, the bond documents for the Series 2018 Bonds include certain events that will result in a change to the interest rate. Specifically, the bond documents contemplate that: 1) in the event that the Bonds were ever to lose their tax-exempt status, the District would be required to pay a higher interest rate of not to exceed 3.50%; 2) in the event the Maximum Federal Corporate Tax Rate imposed on corporations, pursuant to Section 11(b) of the Internal Revenue Code of 1986, as amended, is amended, the interest rate on the Bonds will increase to such rate as will provide the same tax equivalent yield to the bondholder, but not more than 3.5%; 3) in the event of an occurrence of a loss of Bank Qualified Status, the interest rate on the Bonds shall be adjusted to a rate not exceeding 3.5%; and 4) in the event of a payment default by the 7 Page 18

District on the Bonds, the District will be required to pay a Default Rate of 6.9% per annum until the default is remedied. The assessment lien contemplated by this Resolution includes the obligation to pay assessments corresponding to these higher interest rates in the event that the Bonds ever meet any of the four specified events and shall apply without further notice to any property owner and without holding a public hearing. SECTION 7. ALLOCATION OF ASSESSMENTS SECURING THE SERIES 2018 BONDS. (a) The special assessments for the Series 2018 Bonds shall be allocated in accordance with Exhibit B. The Assessment Report, considered herein, reflects the maximum terms of the issuance of the District s Series 2018 Bonds. In the event the total cost of the 2018 Project is less than the construction proceeds generated through the issuance of the Series 2018 Bonds, the assessments will be adjusted down accordingly and such adjustment will be reflected in a supplemental resolution. The estimated costs of collection and required gross up for early payment discount of the special assessments for the Series 2018 Bonds are as set forth in the Assessment Report; however, in any given year, such actual costs and required gross up amounts shall be included in the special assessments collected by the District under any method authorized by law. (b) The lien of the special assessments securing the Series 2018 Bonds is being imposed on that certain benefited property within the District, as more particularly described in the Assessment Report attached hereto. To the extent land is added to the District, the District may, by supplemental resolution, determine such land to be benefited by the Project and reallocate the special assessments securing the Series 2018Bonds and impose special assessments on the newly added and benefited property. 8 Page 19

(c) Taking into account earnings on certain funds and accounts as set forth in the Master Trust Indenture and Second Supplemental Trust Indenture, the District shall begin annual collection of special assessments in November of 2018 for the Series 2018 Bonds debt service payment due on May 1, 2019 using the methods available to it by law. Beginning in May of 2019 there shall be 15 years of semi-annual installments of interest. SECTION 8. PAYMENT OF SPECIAL ASSESSMENTS AND METHOD OF COLLECTION. (a) The special assessments may be paid in not more than thirty (30) consecutive annual installments of principal and interest. The special assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Project and the adoption by the Board of a resolution by the District accepting the Project; provided, however, that the Board shall at any time make such adjustments by resolution, at a noticed meeting of the Board, to that payment schedule as may be necessary and in the best interests of the District. At any time subsequent to thirty (30) days after the Project has been completed and a resolution accepting the Project has been adopted by the Board, the special assessments may be prepaid in full including interest amounts to the next succeeding interest payment date or to the second succeeding interest payment date if such a prepayment is made within forty-five (45) calendar days before an interest payment date. An owner of property subject to the special assessments may pay all, or a portion once, of the principal balance of such special assessment remaining due at any time if there is also paid an amount equal to the interest that would otherwise be due on such balance on the next succeeding interest payment date for the Series 2018 Bonds or, if prepaid during the forty-five (45) day period preceding such interest payment date, on the second succeeding interest payment date. Prepayment of special assessments does not entitle the property owner to any discounts for early payment. 9 Page 20

(b) In no event shall the District collect special assessments pursuant to this Resolution in excess of the total debt service related to the Project, including all costs of financing and interest. The District recognizes that such things as regulatory requirements and market conditions may affect the timing and scope of the development in the District. If any assessment reallocation pursuant to this Resolution would result in special assessments collected in excess of the District's total debt service obligation for the Project, the Board shall by resolution take appropriate action to equitably reallocate the special assessments. (c) The District hereby certifies the special assessments for collection each year and directs the District Manager to take all actions necessary to meet the time and other deadlines imposed by the Collier County (the County ) for collection and Florida law. (d) The District intends, unless inapplicable or unavailable or otherwise not in the District s best interests, to collect the special assessments on the benefitted lands using the Uniform Method set forth in Chapter 197, Florida Statutes, or any successor statute hereto. The District Manager shall prepare or cause to be prepared each year a tax roll for purposed of effecting the collection of the special assessments and present same to the District Board as required by law. The decision to collect special assessments by any particular method does not mean that such method will be used to collect special assessments in future years, and the District reserves the right in its sole discretion, and subject to any restrictions in the Series 2018 Bond documents, to select collection methods in any given year, regardless of past practices. (e) If in any year, the District determines it to be in its best interest to directly collect the special assessments, or if the Uniform Method is unavailable, the District Manager is further directed and authorized to take all actions necessary to collect any prepayments of debt when due and to collect the special assessments using methods available to the District authorized by Florida 10 Page 21

law. The deposit of all special assessments securing the Series 2018 Bonds collected by the District under any allowable method shall be made in accordance with the provisions of Sections 197.3632 and 197.3635, Florida Statutes, and the First Supplemental Indenture dated as of March 1, 2018. (f) The District Manager shall prepare or cause to be prepared each year a tax roll for purposes of effecting the collection of the special assessments and present same to the Board as required by law. (g) For each year the District uses the Uniform Method, the District shall enter into an agreement with the County Tax Collector who may notify each owner of a lot or parcel within the District of the amount of the non-ad valorem special assessment imposed on property subject thereto, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes. (h) Notwithstanding the above, in the event the Uniform Method of collecting its special or non-ad valorem assessments is not available to the District in any year, or if determined by the District to be in its best interest, and subject to any restrictions in the Series 2018 Bond documents, the special assessments may be collected as is otherwise permitted by law. The District may, in its sole discretion, collect special assessments by directly assessing landowner(s) and enforcing said collection in any manner authorized by law. (i) The District shall in November 2018 begin annual collection of special assessments for the Series 2018 Bonds debt service payments using the methods available to it by law. The annual special assessment certified for collection each year shall not be reduced from year to year, except to the extent the costs of collection decrease or the gross up for early payment discount is lowered by law or with respect to the last assessment installment needed to fully retire the Series 2018 Bonds. 11 Page 22

(j) In the event a special assessment payment directly collected by the District is not made, the whole assessment, including any remaining partially deferred payments for the year in question if any, as well as future installments of special assessments securing the Series 2018 Bonds, shall immediately become due and payable; shall accrue interest, penalties in the amount of one percent (1%) per month, and all costs of collection and enforcement; and shall either be enforced pursuant to a foreclosure action, or, at the District s discretion, collected pursuant to the Uniform Method on a future tax bill, which amount may include penalties, interest, and costs of collection and enforcement. Any prejudgment interest on delinquent assessments shall accrue at the applicable rate of any bonds or other debt instruments secured by the special assessments. SECTION 9. FINALIZATION OF SPECIAL ASSESSMENTS. When the entire Project has been constructed or otherwise provided to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs (including financing costs) thereof, as required by Sections 170.08 and 170.09, Florida Statutes. Pursuant to the provisions of Section 170.08, Florida Statutes, regarding completion of a project funded by a particular series of bonds, the District shall credit to each special assessment the difference, if any, between the amount of special assessments as hereby made, approved and confirmed and the actual costs incurred in completing the Project. In making such credits, no credit shall be given for bond financing costs, capitalized interest, funded reserves or bond discounts. Such credits, if any, shall be entered in the Improvement Lien Book. Once the final amount of special assessments for the entire has been determined, the term Special Assessment shall, with respect to each parcel, mean the sum of the costs of the Project. SECTION 10. GOVERNMENT PROPERTY; TRANSFERS OF PROPERTY TO UNITS OF LOCAL, STATE, AND FEDERAL GOVERNMENT. Property owned by units of 12 Page 23

local, state, and federal government, and common areas, shall not be subject to the special assessments without specific consent thereto. If at any time, any real property on which special assessments are imposed by this resolution is sold or otherwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of the special assessments thereon), or to a property owners association or a home owners association that is exempt from special assessments under Florida law (without the consent of such association to the imposition of special assessments thereon), all future unpaid special assessments for such tax parcel shall become due and payable immediately prior to such transfer without any further action of the District. SECTION 11. IMPROVEMENT LIEN BOOK. Immediately following the adoption of this resolution, these special assessments as reflected herein and in Exhibit B shall be recorded by the Secretary of the Board of the District in a special book, to be known as the Improvement Lien Book. The special assessment or assessments against each respective parcel shown on such final assessment roll and interest, costs and penalties thereon, as hereafter provided, shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal 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 12. ASSESSMENT NOTICE. The District s Secretary is hereby directed to record a Notice of 2018 Assessments in the Official Records of Collier County, Florida, which shall be updated from time to time in a manner consistent with changes in the boundaries of the District. SECTION 13. 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 13 Page 24

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 14. CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed. SECTION 15. EFFECTIVE DATE. This Resolution shall become effective upon its adoption. APPROVED AND ADOPTED THIS 21 st DAY OF MAY, 2018. THE QUARRY COMMUNITY DEVELOPMENT DISTRICT Secretary / Assistant Secretary Chairman, Board of Supervisors Exhibit A: Engineer s Report dated April 15, 2018 Exhibit B: Final Assessment Methodology Report for Special Assessment Refunding and Improvement Bonds, Series 2018, dated, 2018 Exhibit C: Sources and Uses of Funds for Series 2018 Bonds Exhibit D: Annual Debt Service Payment Due on Series 2018 Bonds 14 Page 25

Exhibit A Engineer s Report dated April 15, 2018 15 Page 26

Exhibit B Final Assessment Methodology Report for Special Assessment Refunding and Improvement Bonds, Series 2018, dated, 2018 16 Page 27

Exhibit C Sources and Uses of Funds for Series 2018 Bonds SOURCES AND USES OF FUNDS SOURCES OF FUNDS Par Amount of Bonds $3,485,000.00 Transfers from Prior Debt Service Reserve Fund 75,000.00 Transfer from Prior Deposit to Construction Fund 125,000.00 TOTAL SOURCES OF FUNDS $3,685,000.00 USES OF FUNDS: Cost Of issuance 80,000.00 Deposit to Debt Service Reserve Fund 90,000.00 Initial Deposit to Construction Fund 427,000.59 Deposit to Construction Fund (Subsequent Draws) 2,777,542.00 Repayment of Existing Bonds 310,457.41 TOTAL USES OF FUNDS $3,685,000.00 17 Page 28

Exhibit D Annual Debt Service Payment Due on Series 2018 Bonds Quarry Community Development District Special Assessment Refunding and Improvement Bonds Series 2018 DEBT SERVICE SCHEDULE * Date Principal Coupon Interest Total P+I 11/01/2018 - - - - 11/01/2019 138,693.82 3.050% 158,552.98 297,246.80 11/01/2020 195,184.46 3.050% 102,062.34 297,246.80 11/01/2021 201,137.59 3.050% 96,109.22 297,246.81 11/01/2022 207,272.29 3.050% 89,974.52 297,246.81 11/01/2023 213,594.09 3.050% 83,652.72 297,246.81 11/01/2024 220,108.71 3.050% 77,138.10 297,246.81 11/01/2025 226,822.03 3.050% 70,424.78 297,246.81 11/01/2026 233,740.10 3.050% 63,506.70 297,246.80 11/01/2027 240,869.17 3.050% 56,377.64 297,246.81 11/01/2028 248,215.68 3.050% 49,031.12 297,246.80 11/01/2029 255,786.26 3.050% 41,460.54 297,246.80 11/01/2030 263,587.74 3.050% 33,659.06 297,246.80 11/01/2031 271,627.17 3.050% 25,619.64 297,246.81 11/01/2032 279,911.79 3.050% 17,335.00 297,246.79 11/01/2033 288,449.10 3.050% 8,797.70 297,246.80 Total $3,485,000.00 - $973,702.06 $4,458,702.06 *Please note that the $3,485,000.00 Bond size is a maximum amount and in the event the total cost of the 2018 Project is less than $3,485,000.00, the annual assessments will be adjusted down accordingly 18 Page 29

RESOLUTION 2018- A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT APPROVING THE FORM OF GRANT AGREEMENT AND GRANTING THE DISTRICT MANAGER THE AUTHORITY TO EXECUTE SUCH AGREEMENT AND SUBSEQUENT AMENDMENTS; APPROVING THE SCOPE AND TERMS OF SUCH AUTHORIZATION; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The Quarry Community Development District (the District ) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, and situated within Collier County, Florida; and WHEREAS, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate, and/or maintain systems and facilities for certain public infrastructure improvements; and WHEREAS, the District desires to obtain grant funds from the Florida Division of Emergency Management (the Division ) in order to fund a portion of the costs associated with repairing the District s stormwater management system which was damaged by Hurricane Irma; and WHEREAS, the Division requires each applicant to enter into a Subgrant Agreement (the Agreement ), the form of which is attached hereto as Exhibit A; and WHEREAS, to facilitate and expedite the Grant application process, the District desires approve the form of the Agreement and authorize the District Manager to execute the Agreement, as well as any subsequent amendments thereto ( Agreement Authority ); and WHEREAS, the Agreement Authority shall be subject to the District Engineer and District Counsel agreeing that the final Agreement and any amendments are legal, consistent with the District s improvement plan and necessary for the stormwater management repairs; and WHEREAS, the Board of Supervisors finds that approving the Agreement and granting the Agreement Authority to the District Manager is in the best interests of the District so that the repairs to the stormwater management system may proceed expeditiously, subject to the terms and limitations imposed by this Resolution. NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE QUARRY COMMUNITY DEVELOPMENT DISTRICT: SECTION 1. INCORPORATION OF RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Resolution. 1 Page 30

SECTION 2. APPROVAL OF FORM OF AGREEMENT. The form of the Subgrant Agreement attached hereto as Exhibit A is hereby approved. SECTION 2. DELEGATION OF AUTHORITY. The District Manager is hereby authorized to sign, accept or execute the Subgrant Agreement, including any subsequent amendments to the Agreement. Such authority shall be subject to the District Engineer and District Counsel s review and approval. SECTION 3. SEVERABILITY. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect. SECTION 4. EFFECTIVE DATE. This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed. PASSED AND ADOPTED this 21st day of May, 2018. ATTEST: THE QUARRY COMMUNITY DEVELOPMENT DISTRICT Secretary/Assistant Secretary Chairman, Board of Supervisors 2 Page 31

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