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09/21/2020 Minutes The Quarry Community Development District Inframark,Infrastructure Management Services 210 N.University Drive,Suite 702,Coral Springs,Florida 33071 Tel.(954)603-0033•Fax(954)345-1292 DATE: February 17, 2021 Mr. Derrick Johnssen CLERK OF THE CIRCUIT COURT Finance Department Derek.johnssen@collierclerk.com FROM: Alison Bruce Recording Secretary RE: Minutes of the September 21, 2020 Regular Meeting approved at the October 19, 2020 meeting Enclosed for your records is a copy of the minutes of the above referenced meeting of the The Quarry Community Development District, which are to be kept on file for public access. Encl: Cc: Mr. Wes Haber MINUTES OF MEETING THE QUARRY COMMUNITY DEVELOPMENT DISTRICT The regular meeting of the Board of Supervisors of the Quarry Community Development District was held Monday September 21, 2020 at 1:01 p.m. via ZOOM pursuant to Executive Order 20-69 and Section 120.54(5)(b)2, Florida Statutes. Present and constituting a quorum were: Stanley T. Omland Chairman Lloyd Schliep Vice-Chairman Timothy B. Cantwell Assistant Secretary William Flister Assistant Secretary Also present were: Bob Koncar District Manager Wes Haber District Counsel Albert Lopez District Engineer Brett Sealy MBC Capital Number of Residents The following is a summary of the discussions and actions taken at the September21,2020 Quarry Community Development District's Board of Supervisors Meeting. FIRST ORDER OF BUSINESS Call to Order • Mr. Koncar called the roll and a quorum was established. SECOND ORDER OF BUSINESS Approval of Agenda • Mr. Omland requested any additions, deletions,or corrections to the agenda. On MOTION by Mr.Schliep seconded by Mr. Cantwell with all in favor the meeting agenda was approved as presented. 4-0 THIRD ORDER OF BUSINESS Public Comment on Agenda • No public comments were received on the agenda. FOURTH ORDER OF BUSINESS District Manager's Report A. Update on Action Items on Meeting Notes • Mr. Koncar asked the Board to refer to the email he sent on Friday as it summarizes the items which they need to follow-up on before the action items. 1 September 21,2020 Quarry CDD • Discussion was had regarding the trash in the pond area. Mr.Omland asked Mr. Koncar to target this as an action item to resolve the responsibility for the clean-up and to ensure it is a CDD responsibility and work with CES to get it as an add-on to their contract for an instant by instant clean up. • Mr. Koncar informed the Board as of July a new legislative has been put in place where only the agenda page has to be posted to the website versus the agenda package. The question is, does the Board want to continue to post the entire agenda package or just the agenda page. Mr. Koncar reminded the Board of the original contractual agreement which was for 750 pages for the first year and after which there will be charges per pages over that amount which they will be responsible to pay as it will be a charge per page to convert them to ADA compliant. • Mr. Omland stated in discussion with Mr. Koncar, he was informed if they post the agenda page they can notate to reach out to Mr. Koncar if they wish to receive a copy of the agenda package. However, Mr.Omland feels there is a deterrence to not have the entire agenda package available on line but until they can evaluate the cost to have the entire agenda package posted they cannot really evaluate what the correct choice is. • Mr. Koncar stated they did the Campus Suite contract in March of this year,so what he suggests for the next meeting (October meeting)to post the entire package by which time he will be able to get all of the numbers and find out how many pages they have already used, what is left and the cost per page. • Mr. Koncar stated they had the discussion at the last meeting to get the Board members on District emails, so the Board is not using their personal email. There were four options,the best option is with GoDaddy for$1,708.56 which is for a three-year maintenance of the email system. This is the lowest price as the first two do not include security and backup and back up is needed especially for records request. GoDaddy is looking for a payment of$1,700 and have waived the $8.56, and the$600 migration fee. • Mr. Cantwell asked if they are speaking of migrating their legacy accounts from their personal accounts into this system. Mr. Koncar stated what they do is take existing emails in the system and migrate them to the new system so everything could be found under the new district email sign in. Mr. Cantwell stated what is in their system which may have been to and from Inframark, would be migrated. It would not be incumbent upon them to segregate personal emails from District emails or go through those themselves in order to get it to them for migration. Mr.Koncar explained the process. 2 September 21,2020 Quarry CDD • Mr. Koncar stated it shows six emails because they need five for the Board members and one as an administrative email. • Mr. Schliep recommended they go with the abbreviated agenda but there may be members of the QCA who may wish to have a designated supervisor added to the distribution list. Mr. Cantwell agreed with Mr. Schliep on this and mentioned the Dropbox. • Mr. Koncar explained how they use the Dropbox and stated once they reached the two gigabytes there would have to pay to increase the storage at a cost of$115 a year. Mr. Cantwell believes to have the ability to access all of their records answers the problem of hosting more than 750 pages a year. He feels they need to get their emails set up and the Dropbox setup and direct people to the Dropbox should they require more than just the simple agenda and they keep the posting to a minimum and use the Dropbox for the backup for everything. • Mr. Flister stated it sounds reasonable. Mr. Omland requested Mr. Koncar set up a Dropbox and post the full agenda packages in the Dropbox. • Mr. Omland moved to have the email system set up subject to confirmation of the migration and add the Dropbox for additional documents. • Mr. Cantwell stated as per Mr. Schliep after the October meeting to post the agenda and posting a notification should anyone require or desire an entire agenda package. On MOTION by Mr. Cantwell seconded by Mr. Flister with all in favor authorization to establish for the District Board members a contract for an email system for three years at a cost of$1,700 which includes backup and migration and waiving the $600 migration fee. Posting of the full agenda package on the website for the October meeting and thereafter post the agenda page only and create a Dropbox for the District was approved.4-0 B. Approval of the August 17,2020 Meeting Minutes • Mr. Omland asked if there were any deletions, corrections, or changes to the minutes. There being none, On MOTION by Mr. Cantwell seconded by Mr. Flister with all in favor the minutes of meeting of August 17,2020 were approved. 4-0 C. Acceptance of the Financial Report,and Approval of the Check Register and Invoices for August 2020 • Mr. Koncar presented the financial report for August 2020. 3 September 21,2020 Quarry CDD On MOTION by Mr. Cantwell seconded by Mr. Flister with all in favor the financial report for August 2020 was accepted and the check register and invoices for August were approved. 4-0 D. Acceptance of the Financial FY2020 Audit Engagement Letter • Mr. Koncar presented the financial FY2020 audit engagement letter from Berger,Toombs, Elam, Gaines& Frank. They have an independent auditor each year and their engagement for the 2020 audit is$4,900 which they have budgeted in this years' budget. On MOTION by Mr. Schliep seconded by Mr. Cantwell with all in favor the FY2020 audit engagement letter from Berger,Toombs Elam, Gaines & Frank was accepted.4-0 E. Consideration of the Underwriting Agreement with MBC Capital Markets • Mr. Koncar stated he was tasked with getting in touch with financial firms to look at the Districts current debt structure and see if there is any financial advantage to refunding given the current state of the market. He reached out to Brett Sealy of MBC Capital Markets who is the principle there and with whom they have worked with for years. Mr. Koncar and Mr. Haber had an opportunity to review the slide show which was sent via email on Friday to the Board. • Mr. Sealy introduced himself to the Board and stated in order for them to comply with current regulation before they provide any advisory to the Board, pursuant to a specific transaction and for them to maintain their underwriters' exemption their goal would be to engage with the underwriter for the transaction they first have to be engaged by the District to give specific advice. • They provided a form of their investment banking agreement which essentially supplies for their engagement of this meeting at no cost and immediately terminating their engagement after the presentation. Following the engagement, they can make the presentation and go ahead and make specific advisory to the Board as it relates to its refunding options. • Mr. Sealy provided a quick background of his firm which specializes in Community Development District finance and have been doing this for the better part of 25 years. They have completed about 15 billion dollars of CDD financing representing about a thousand separate transactions in the last ten years. Since they transitioned their group from their prior firm Prager Sealy, they underwrote the original series of bonds issued by the District. They have completed about 170 refinancing for Community Development Districts including the transaction done for this District in 2015. Before proceeding, Mr.Sealy stated he would be happy to answer any questions related 4 September 21,2020 Quarry CDD to his firms' experience or the necessity for an engagement prior to making the presentation. He will respectfully request they engage them for the purpose of being able to make the presentation and then the Board can decide whether they wish to proceed or not proceed. • Mr. Omland stated on the second page of their agreement where they talk about fees on their execution of this agreement today in terms of a presentation does not align them to the fees that they have published. Mr. Sealy stated this was correct to the extent they wished to terminate their arrangement following their engagement and presentation at the Board meeting they have no liability toward this agreement. • Mr.Omland questioned their typical fee of 1.25%of the principle amount of the bonds, if he were to do a survey of the market place would he see a standard rate of 1.25%or would he see a range of that placement fee. If they were to refinance all three of the bonds it would amount to 18 to 20 million dollars. How negotiable is the 1.25%? Mr. Sealy stated what they have gone ahead and done was reduce the fee to be consistent with what they charged the District back in 2015, generally they charge on refinancing somewhere between a point to a point and half depending on the underlying dynamics, the complexities of the transaction, the number of series of bonds that may need to be refinanced but all of the fees that are charged in conjunction with refinancing is a matter of public record as you can imagine. The 1.25%is representative of the fee which they previously charged and the discounted fee to the typical 1%%they may charge for a transaction similar to this in which there are three separate series of bonds outstanding. • For the purposes of todays' discussion Mr. Omland is comfortable executing this agreement knowing the issue of the equitable fees still is put on the bonds but they are not committing to that published in the proposal, but they need to execute this in order to commence with the next rounds of discussions. • Mr. Schliep asked Mr. Sealy if his fee is negotiable. Mr. Sealy answered the second part first, it is representative of the current market, the discounts is what they typically charge in terms of a direct response whether it is negotiable their preference is to be engaged at this fee level with the understanding that there is some complexity with three series of bonds. Further discussion ensued as it relates to the fee. • Mr.Sealy stated while contemplating for todays' meeting, is that the CDD signs the agreement so they can hear the presentation and ultimately if they are unhappy with the presentation,they can terminate the agreement. If they do not terminate the agreement, then the agreement the District is signing has that typical fee to the extent that MBS moves forward so if they do not 5 September 21,2020 Quarry CDD terminate the agreement it has the 1.25% in the agreement and it does say the fee will be paid on the proceeds of the bonds, but if the bonds are not issued there is no fee. • To the extent Mr. Sealy or MBS is moving forward with the transaction because they do not terminate because the District is interested in Mr. Sealy's company doing more work, he thinks that both parties should come away with this meeting with the Districts' understanding is with the fee. • Further discussion ensued on this matter. On MOTION by Mr. Schliep seconded by Mr. Cantwell with all in favor engaging MBS for the purpose of establishing the validity of refinancing the Districts' debt and execute the underwriting agreement was approved.4-0 • Mr.Omland asked if they needed to sign the agreement or having the motion was agreeable. This was agreeable with Mr.Sealy. • Mr.Sealy shared the presentation with the Board. Mr.Sealy stated as mentioned they have done 15 billion of CDD transactions and about 1,000 separate transactions over the course of 30 years. This is not part of what they do,this is the only thing they do. • Mr. Sealy reviewed each section of the slide presentation with the Board. o Outstanding bonds o There are three series of bonds that are outstanding which are 2015, 2018 and 2019. o The part outstanding on the 2015 is$13,335,000 average interest rate is less than 4%the bonds are currently callable and final maturity at the end of May 2036. o The 2018 series is outstanding in the amount of$3,308,000 average interest rate is also actually callable at this point in time and final maturity 5.1.33 o The 2019 bonds will be outstanding following November 1 redemption in the amount of $2,341,000 under that assumption that$850,000 is repayment as discussed earlier in the Board meeting does in fact occur as plan on November 1. The average interest rate is there is 4, 7 and 8. These bonds are also callable at this time final maturity May 1, 2029. • Further discussion ensued on this presentation and questions were asked and responded to. • Mr. Omland thanked Mr.Sealy for the time and effort put into the presentation and the time and work provided by his firm. He stated he heard the tone of the Board and they are inclined to consider an approach they just do not know which approach it is they should do and he thinks by 6 September 21,2020 Quarry CDD delaying a decision it is hurting themselves but he believes they need certain answers. What he would like to do is invite Mr. Sealy to attend next month's meeting to do a new contract to re- engage them. • Further discussion on this matter. • Mr. Koncar questioned whether the Board wanted staff to get proposals with other underwriters based on the Board's concern of cost, and since this takes up at the Board he suggested they schedule a continued meeting a week before the regular meeting and have this as the only topic unless the governor does not extend the EO it will have to be an in person meeting, but his point is they will have one meeting to focus on this issue opposed to tying up the week after with regular as they do have regular agenda items to also discuss. • Mr. Omland stated that was a good point and asked if the Board was okay with a continuance, the Board was in agreement. • Mr. Cantwell stated Mr. Koncar had two questions along with the continuation he asked about whether they should ask another source and again as he stated to Mr. Sealy this was nothing personal against him in his own business he has to compete every single day and he expects the same thing with the people he works with which is demanded of him every time he has to deal with a customer. At the last meeting, they had based this upon today's market conditions that it would probably be a good thing to investigate for refinancing the bonds because of the structure of the Sunshine laws this has escalated tremendously. Mr. Cantwell stated he believes they should make sure what Mr. Sealy is proposing is market place they do not necessarily have to go with the low bid. • Mr. Sealy stated he understood 100% and they are happy to continue the efforts regardless of efforts that they put in this point if it would help he would be happy to provide them with their fee with every refinancing that they have undertaken over the last 24 months in conjunction the provision that the information will be helpful to the extent they elect another contract. • Mr. Haber stated there is no obligation for this service to have multiple bids,but they are certainly entitled to do so. • Mr. Omland stated if they drop the fee to 1% he would support Mr. Sealy's firm pursuit of this to whatever direction they ended up going and asked if this is something his firm would consider. Further discussion ensued on this matter. 7 September 21,2020 Quarry CDD On MOTION by Mr. Cantwell seconded by Mr. Schliep with all in favor to continue the process of refinancing the bonds with MBS Capital and authorization to execute the credit package documents was approved.4- 0 • Further discussion ensued regarding assessments as it relates to the bond well as FEMA reimbursement funds use. F. Consideration of and 0&M Methodology Proposal • Mr.Omland stated last November, December,January former Chairman Cingle had been meeting with the Golf Club and an assessment methodology expert in the interest of re-establishing their assessment. The proposal has been provided in the agenda package and it is a tried and tested approach to CDD assessment based on storm water impacts and improvise coverage. Mr. Cingle contacted this firm and he has continued the discussion and he has the new proposal which is included in the agenda package. There was an option in there to include the HBUA which they are not to include but will discuss at another time. This has been budgeted in their budget and he asked the Board to take a look. He would ask the Board authorize the execution of this proposal subject to any questions or comments the Board would have. • Mr. Cantwell wished to clarify if what they would be approving is just Quarry Community Development District at$7,500. Mr. Omland clarified this. On MOTION by Mr. Cantwell seconded by Mr. Flister with all in favor the methodology study proposal prepared by Real Estates Econometrics in the amount of $7,500 for the Quarry Community Development District was approved.4-0 G. Consideration of Lakes Maintenance RFP • Mr. Koncar stated this was previously distributed to the Board and Mr. Flister may wish to make some comments on this. • Mr. Flister stated his recommendation that they separate the lake contract from the preserve contract and his reason for this is if you combine the two, it will be a very large RFP and will require a lot more work sending out the request to everybody rather than limiting it to just three contractors which they could do because the total would be less the $195,000. His recommendation is to separate the two and have three contractors come in and have them review the work to be done and break it down to level 1 which is the immediate stuff which has 8 September 21,2020 Quarry CDD to be done then they do the next level next year which would cover the levels 2 and 3 work which has to be done to the conservation area. He can make those modifications to the RFP so when they get it out, get the contractors in sit them down, get their opinions that way at the next meeting (October) hopefully he can come back and have the three contractors identified and get their proposals to give them a cost of what it will be to do this work and then go for an approval in November and start the work in January. • Mr. Haber stated these are two separate projects and having two separate contracts makes sense, for flexibility if they are happy with the contractor with one part and not the other they can terminate. On MOTION by Mr. Schliep seconded by Mr. Cantwell with all in favor issuance of the modified RFP for the removal of exotic plants in the District was approved.4-0 FIFTH ORDER OF BUSINESS Attorney's Report A. Attorney's Written Report • Mr. Haber provided his written report to the Board and indicated there were no additional items to be added. He did however, have conversation with the Chair and Michael Traficante regarding the proposed deposition which was discussed at a prior meeting and then with regards to todays' conversation on the refinance of the bonds, he is happy to answer any questions. SIXTH ORDER OF BUSINESS Engineer's Report A. Engineer's Written Report • Mr. Lopez stated there have been no additional variance requests in the last month. There have been no homeowners' issues either. The only pending contract they have is the water quality testing. B. Discussion of CPH Project No Q0502.1 and Q0504 • Mr. Lopez stated this is an issue which was brought to them by Inframark based on one of their invoices. Mr. Faircloth stated he was asked to review all invoices coming in for the District and this invoice is related to a project which should have been in the construction fund. This invoice was received after the totals were given of this project at this time he did not feel he had the authorization to pay this out of the general fund and felt the Board needed to make a determination whether they wanted to object to this invoice or pay it out of the general fund since the construction fund has been closed. 9 September 21,2020 Quarry CDD • Mr.Omland stated to Mr. Lopez that they have closed it out and tried to terminate the assessment of fees and invoices so they can return funds to the bond and get the community back some money. • Mr. Omland questioned Mr. Lopez regarding this invoice dated July 17, 2020 as it relates to Mr. Satfield's two-hour conference call. Mr. Lopez stated it was an internal conference call which is part of their final certification form and this could have been an oversight on his end or his accounting team for not getting this out in a timely manner but he also knows they were trying to wrap things up at the same they were certifying the completion of the project so that is the explanation for those two hours. Mr. Omland cannot imagine how he spent two hours on what was a form that needed adjustments in language which Mr. Haber drafted and provided to Mr. Satfield to sign. Mr. Lopez was asked to do more research and provide a little more explanation as to what was going on that date and those two hours. Mr. Omland does not accept the two- hour charge and would like more details on this. This invoice will be tabled until further information can be provided to the Board. SEVENTH ORDER OF BUSINESS Business Items A. FEMA Update • Mr. Omland indicated they have several more levels to go in the approval process. They are currently at the environmental historic preservation review after that it goes to Final review then it goes to a large project review and then it goes to the State review. He asked for a timeline and was told it might be early to mid-next year or could be sooner or could be later. There is no definitive answer on timing, but they are still in a positive trend and they have now elevated their reimbursement amount upward to a number that is very pleasing. EIGHTH ORDER OF BUSINESS New Business Items • Cheryl from QCA asked about the dollar amount for FEMA, Mr. Omland stated it is currently over the 2 million dollar amount, she thought at the previous CDD meeting that he indicated the offer was 2 million and that was publicly stated she is wondering if they are still in that realm. • She discussed the ongoing lawsuit and a deposition taking place and someone from the CDD will be deposed but there was some discussion on this during her deposition which took place a week ago and was asked about the status of the FEMA and she told them what she knew at the time. 10 September 21,2020 Quarry CDD NINTH ORDER OF BUSINESS Old Business Items A. Update on CD101 Book • Mr. Omland has finished his review and he needs to meet Mr. Lopez or get copies of the large plans with his comments. There are a lot of mapping issues that are a little bit confusing and he will resolve this with Mr. Haber, himself and the Board. He would also make note, he found out from the Golf Club they are also doing their own mapping of the Golf Club and have spent considerable amount of time doing so. Perhaps duplicating what Mr. Lopers' firm has done he wishes he had known about this because each of their entities and respective engineers are doing a lot of work which could have been saved had they shared information. B. Resident Inquiry • Mr. Koncar stated they received one inquiry before the meeting which they are following up on but he is not aware of any other questions or inquiries which have not been responded to. TENTH ORDER OF BUSINESS Action Items • Mr.Omland asked that this item to be removed from the agenda as the items were covered earlier in the meeting. ELEVENTH ORDER OF BUSINESS Supervisor Request/Report A. Chairman's Report: Mr. Omland o Mr. Omland did not issue a report as it was a quiet month other than FEMA and the items discussed today, he has nothing else to add. B. Lake&Preserve: Mr. Flister o Mr. Flister reported one issue which popped up recently with the heavy rain and everything else, he went out and checked all the weirs and they seem to be functioning fine. The only one he had a bit of a question on was the weir in the commons which runs out to the Cocohatchee the water flow seems to be a little light and he is worried about a blockage issue somewhere in there. He does not know if Albert has taken a look at that particular weir. Further discussion ensued on this matter. C. Liaison: • QCA None. • HBCDD None. • HBUA o Mr.Cantwell emailed his report to Mr. Koncar. It was an interesting meeting the members which consisted of the commercial properties. The focus of the agenda was to make clear what the 11 September 21,2020 Quarry CDD requirements of the pod was and the priorities for maintaining the pod and the various common areas, preserves and storm water drainage system. The first conclusion or discussion revolved around collection of HBUA assessments from the commercial properties the folks from the commercial side reviewed the documents and felt and was interpreted by the HBUA Board with all the members present that they are really are not under any obligation to pay dues to the HBUA and then have them in return back to the association for maintenance. Laura presented the budget figures from the Heritage Bay CDD and Quarry CDD for the reparation of Hurricane Irma and discussed sharing these expenses, but Ed Hubbard stated he does not think it is appropriate for the commercial properties to share in these costs and quite a bit of discussion ensued. The end result of the meeting was the HBUA Board and all those who were on the call, him as a representative of Quarry CDD and Ed Hubbard a representative of Heritage Bay CDD all supported the fact they should not be faced with paying for out representative reparation from Irma but the upshot is the commercial properties fully understand their obligation to maintain the stormwater drainage and their portion of preserves and they all, as a group, are going to work together to ensure they are properly maintained and inspections are being done, Vicky who is the Manager of the HBUA is submitting a request for proposal to have an engineering firm take a look at the infrastructure and make sure they are doing their part to uphold their obligations under the pod. o Laura from the HBUA reiterated what Mr. Cantwell stated and indicated the commercial properties have not taken full responsibility for their portion of the permit. They are looking at CPH to do the exact same engineering baseline that both Heritage Bay CDD and Quarry CDD is doing with future interaction with FEMA so they have that baseline consistent throughout the year in the whole pod and the outflow which has been the biggest concern and this has been approved to be taken care by the commercial properties. They will be putting forward a new resolution to clarify all of these new roles to ensure they are maintained per the permit as they need be. TWELFTH ORDER OF BUSINESS QCA Modification Committee/C DD Easement Request A. New and Pending Approvals None. THIRTEENTH ORDER OF BUSINESS Audience Comments • No audience comments were received. 12 September 21,2020 Quarry CDD FOURTEENTH ORDER OF BUSINESS Adjournment There being no further business, On MOTION by Mr.Cantwell seconded by Mr chliep with all in favor the meeting adjourned. . l Secretary/Assistant Secretary irper on/Vice " .erson 13