KEYS COVE II COMMUNITY DEVELOPMENT
DISTRICT

MIAMI-DADE COUNTY REGULAR BOARD MEETING & PUBLIC HEARING
MAY 12, 2022
6:30 P.M.

Special District Services, Inc. 8785 SW 165th Avenue, Suite 200
Miami, FL 33193

www.keyscove2cdd.org 786.303.3661 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA
KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT
Palm Breeze Clubhouse 1427 SE 24th Place Homestead, Florida 33035
REGULAR BOARD MEETING & PUBLIC HEARING
May 12, 2022
6:30 p.m.

Call to Order
Proof of Publication…	Page 1
Establish Quorum
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
March 10, 2022 Regular Board Meeting…	Page 2
Public Hearing
Proof of Publication…	Page 6
Receive Public Comments on Fiscal Year 2022/2023 Final Budget
Consider Resolution No. 2022-04 – Adopting a Fiscal Year 2022/2023 Final Budget…	Page 7
Old Business
Maverick Security – Performance Update
New Business
Presentation Proposed Refinancing of Series 2005 Bonds…	Page 14
Consider Resolution No. 2022-05 – Adopting a Fiscal Year 2022/2023 Meeting Schedule…	Page 25
Administrative & Operational Matters
Board Member & Staff Closing Comments
Adjourn

MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and Legal Holidays
Miami, Miami-Dade County, Florida

STATE OF FLORIDA COUNTY OF MIAMI-DADE:

Before the undersigned authority personally appeared GUILLERMO GARCIA, who on oath says that he or she is the DIRECTOR OF OPERATIONS, Legal Notices of the Miami Daily

Business Saturday,

Review f/k/a Sunday

Miami Review, a daily		(except and	Legal	Holidays)	newspaper,

published at Miami in Miami-Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of

KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT· FISCAL YEAR 2021/2022 REGULAR MEETING SCHEDULE

in the XXXX Court,
was published in said newspaper in the issues of 10/01/2021

CHRISTlt·fi!ILYNN RAVIX
Commission# GG 277771
Expires November 19, 2022
Bonded Thru Troy	Insurance 800 3S5-70i9

Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami, in said Miami-Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami-Dade County, Florida each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami-Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing  this  advertisement  for  publication  in  the  said

KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
MARCH 10, 2022

CALL TO ORDER

District Manager Armando Silva called the June 9, 2021, Regular Board Meeting of the Keys Cove II Community Development District (the “District”) to order at 6:34 p.m. in the Palm Breeze Clubhouse located at 1427 SE 24th Road, Homestead, Florida 33035.

PROOF OF PUBLICATION

Mr. Silva presented proof of publication that notice of the Regular Board Meeting had been published in the Miami Daily Business Review on January 27, 2022, as part of the District’s Fiscal Year 2021/2022 Amended Regular Meeting Schedule, as legally required.

ESTABLISH A QUORUM

Mr. Silva determined that the attendance of Vice-Chairperson Janine Ferreiro and Supervisors Allen Llodra, Melony Fogelstrom and Cynthia Portillo, constituted a quorum.

Staff in attendance: District Manager Armando Silva of Special District Services, Inc.; and General Counsel Gregory George of Billing, Cochran, Lyles, Mauro & Ramsey, P.A.

Others in attendance was Jose Fabregas of Property Keepers Management, LLC, Ft. Lauderdale, Florida.;

D    ADDITIONS OR DELETIONS TO THE AGENDA

Mr. Llodra requested to have the following item added to the agenda:

New Business: Discussion Regarding Visitor Passes

The board acknowledged Mr. Llodra’s request.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

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

APPROVAL OF MINUTES
February 9, 2022, Special Board Meeting

Mr. Silva presented the minutes of the February 9, 2022, Special Board Meeting and asked if there were any changes. There being no changes, a motion was made by Ms. Ferreiro, seconded by Ms. Portillo and unanimously passed to approve the minutes of the February 9, 2022, Special Board Meeting, as amended; page two, second paragraph, the oath of office was administered to Allen Llodra not Raquel Castaneda.

OLD BUSINESS
Maverick Security – Performance Update
Page 1 of 4

Mr. Silva informed the Board members that he had recently sent out an email to Maverick Security informing them of several concerns that the community has regarding the recent decline in services. Some of these issues include: not screening/documenting visitor information and personnel being caught away from the post for prolonged periods of time. Maverick Security has responded that they will be addressing the issues and will be conducting random audits to make sure that their personnel are performing their duties.

NEW BUSINESS
Discussion Regarding Porter Services Proposal

Mr. Silva provided the Board with the following proposal’s pertaining to Porter Services:

Atproclean - $49,392
Trimscape - $39,000
Sadie’s Paw Patrol - $27,300 A discussion ensued after which;
A motion was made by Ms. Fogelstrom, seconded by Ms. Ferreiro and unanimously passed, approving an amount not to exceed $500 per week ($26,000 per year) and 3 services per week; and authorizes District Counsel to draft a Porter Services Agreement between the District and Sadie’s Paw Patrol.

Consider Resolution No. 2022-02 – Adopting the Fiscal Year 2022/2023 Proposed Budget

Mr. Silva presented Resolution No. 2022-02, entitled:

RESOLUTION NO. 2022-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT APPROVING A PROPOSED BUDGET AND NON-AD VALOREM ASSESSMENTS FOR FISCAL YEAR 2022/2023; AND PROVIDING AN EFFECTIVE DATE.

Mr. Silva read the title of the resolution into the record and provided an explanation for the document. Mr. Silva advised that since the overall proposed assessments were not increasing in the fiscal year 2022/2023, letters to the residents would not be required. Furthermore, Mr. Silva stated as part of Resolution No. 2022- 02, the Board must set a date for the public hearing to adopt the fiscal year 2022/2023 final budget and assessment roll. A discussion ensued after which:

A motion was made by Ms. Ferreiro, seconded by Mr. Llodra and unanimously passed to approve and adopt Resolution No. 2022-02, as amended, adding a line item for porter services in the amount of $26,000; and thus setting the public hearing to adopt the fiscal year 2022/2023 final budget and assessments for May 12, 2022, at 12:00 p.m. in the Palm Breeze Clubhouse located at 1427 SE 24th Road, Homestead, Florida 33035; and further authorizes publication/notice of the budget public hearing, as required by law.

CONSIDER RESOLUTIN NO. 2022-03 – ELECTIONS OF OFFICERS

Mr. Silva presented Resolution No. 2022-03, entitled:
Page 2 of 4

RESOLUTION NO. 2022-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) ELECTING THE OFFICERS OF THE DISTRICT AND PROVIDING FOR AN EFFECTIVE DATE.

Mr. Silva stated that as a result of the recent changes to the District Board it would be in order to re-elect officers. The following slate of names was provided for election:

Chairperson – Melony Fogelstrom
Vice Chairperson – Janine Ferreiro
Secretary/Treasurer – Armando Silva
Assistant Secretaries – Raquel Castaneda, Allen Llodra, Cynthia Portillo, Nancy Nguyen and Gloria Perez

A discussion ensued after which:

A motion was made by Ms. Portillo, seconded by Ms. Castaneda and unanimously passed to approve and adopt Resolution No. 2022-03, electing the officers as listed and stated above.

Ratify District Actions: First Amendment to Security Services Agreement

Mr. Silva presented the Board with the First Amendment to the Security Services Agreement between the District and Maverick Security dated May 28, 2021 and stated that this Amendment to the Agreement added the Parking Enforcement services to the current Security Agreement. A discussion ensued after which;

A motion was made by Ms. Ferreiro, seconded by Ms. Portillo and unanimously passed ratifying the District’s action pertaining to the execution of the First Amendment to the Security Services Agreement between the District and Maverick Security dated May 28, 2021.

ADD-ON: Discussion Regarding Visitor Passes

Mr. Silva informed the Board that the District does not own the overflow parking spaces in the District so visitor parking passes cannot be distributed by the District since it’s out of their jurisdiction.

ADMINISTRATIVE & OPERATIONAL MATTERS

Discussion Regarding General Election Qualifying Period (Seat #3, #4 & #5): Noon, Monday, June 13, 2022 through Noon, Friday, June 17, 2022

Mr. Silva advised the Board that the three (3) seats whose terms are expiring in November 2022 are Seat #3 (Cynthia Portillo), Seat #4 (Vacant) and Seat #5 (Ferreiro). Mr. Silva further explained that the qualifying period to run for the District election on the general election ballot would be from noon on June 13, 2022, through noon on June 17, 2022.

BOARD MEMBER & STAFF CLOSING COMMENTS
Page 3 of 4

There were no Board Member or Staff closing comments.

ADJOURNMENT

There being no further business to conduct, a motion was made by Ms. Fogelstrom, seconded by Mr. Llodra and passed unanimously to adjourn the Regular Board Meeting at 7:59 p.m.

Secretary/Assistant Secretary	Chairperson/Vice Chairperson

Page 4 of 4

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                               	 	 

RESOLUTION NO. 2022-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT APPROVING AND ADOPTING A FISCAL YEAR 2022/2023 FINAL BUDGET INCLUDING NON-AD VALOREM SPECIAL ASSESSMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Keys Cove II Community Development District (“District”) has prepared a Proposed Budget and Final Special Assessment Roll for Fiscal Year 2022/2023 and has held a duly advertised Public Hearing to receive public comments on the Proposed Budget and Final Special Assessment Roll; and

WHEREAS, following the Public Hearing and the adoption of the Proposed Budget and Final Assessment Roll, the District is now authorized to levy non-ad valorem assessments upon the properties within the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT, THAT:

Section 1. The Final Budget and Final Special Assessment Roll for Fiscal Year 2022/2023 attached hereto as Exhibit “A” is approved and adopted, and the assessments set forth therein shall be levied.

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

PASSED, ADOPTED and BECOMES EFFECTIVE this 12th day of May, 2022.

ATTEST:	KEYS COVE II
COMMUNITY DEVELOPMENT DISTRICT

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

Keys Cove II Community Development District

Final Budget For Fiscal Year 2022/2023
October 1, 2022 - September 30, 2023

CONTENTS

FINAL BUDGET

DETAILED FINAL BUDGET

DETAILED FINAL DEBT SERVICE FUND BUDGET IV	ASSESSMENT COMPARISON

FINAL BUDGET
KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
OCTOBER 1 2022 SEPTEMBER 30 2023

REVENUES	
FISCAL YEAR 2022/2023 BUDGET	

                	       	

		
TOTAL REVENUES	 	1 0 	
		
E PENDITURES		
MAINTENANCE E PENDITURES		

                  	      	

                          	       	

                                                   	      	

                   	      	

TOTAL MAINTENANCE E PENDITURES	 	   00	
		
ADMINISTRATIVE E PENDITURES		

          	      	

               	      	

         	     	

       	   	

            	     	

                          	     	
		
TOTAL ADMINISTRATIVE E PENDITURES	 	      	
		
TOTAL E PENDITURES	 	       	
		
REVENUES LESS E PENDITURES	 	 0 2 	

		
BALANCE	 	      	

                            	        	
		
E CESS/ S ORTFALL 	 	 	

		
NET E CESS/ S ORTFALL 	 	 	

DETAILED FINAL BUDGET
KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
OCTOBER 1 2022 SEPTEMBER 30 2023

REVENUES	
FISCAL YEAR 2020/2021 ACTUAL	
FISCAL YEAR 2021/2022 BUDGET	
FISCAL YEAR 2022/2023 BUDGET	

COMMENTS	
                          	      	      	       	    r     r   rryov r 	
                       	       	       	       	    r     rryov r 	
                	       	       	       	 o   y 	
              	 	 	 		
               	     	   	   	  r  ro       r o h	
					
TOTAL REVENUES	 	1 103 3	 	1 0 3 3 	 	1 0 		
					
E PENDITURES					
MAINTENANCE E PENDITURES					
                       	     	     	     	 o h g  ro       g 	
                                                  	       	       	       	     r   ro       g 	
                  	      	      	      	     g 	
                               	      	      	      	     r   ro       g 	
                                   	      	      	      	 o h g  ro       g 	
                          	       	       	       	 o h g  ro       g 	
                            	 	 	     	 r  g  or    rv 	
                                        	      	      	      	 o h g  ro       g 	
                                                   	      	      	      	     r   ro       g 	
                        	      	      	      	     r   ro       g 	
                                     	     	      	 	                    	
                   	 	 	      	  or  rv 	
                         	      	      	      	     o 	
                       	     	      	 	                    	
TOTAL MAINTENANCE E PENDITURES	 	 0 2 0	 	  300	 	   00		
					
ADMINISTRATIVE E PENDITURES					
               	     	 	     	  rv or 	
                        	  	 	   	  rv or 	
          	      	      	      	                             	
                              	     	     	     	 o h g  ro       g 	
     	     	     	     	 o h g  ro       g 	
               	      	      	      	   r o r 	
          	     	     	     	     o  or 	
                    	   	   	   	 o h g  ro       g 	
         	     	     	     	          r 	
                 	   	     	   	    r   ro       g 	
             	     	     	     	 o h g  ro       g 	
       	   	   	   	    r   ro       g 	
               	   	   	   	    r   ro       g 	
                    	   	   	   	 o h g  ro       g 	
            	     	     	     	 o h g  ro       g 	
                         	   	   	   	 o h g  ro       g 	
                  	     	     	     	 o h g  ro       g 	
                          	 	     	     	    r  v  o  g  y	
					
TOTAL ADMINISTRATIVE E PENDITURES	 	 1 0 	 	  3 	 	      		
					
TOTAL E PENDITURES	 	  1 	 	 2 3 	 	       		
					
REVENUES LESS E PENDITURES	 	 1 	 	 10 	 	 0 2 		
					
             	         	         	         	      y      r    r 	
					
BALANCE	 	1   2	 	      	 	      		
					
                                    	        	        	        	 wo  r    o       o 	
                            	        	        	        	 o r  r    o       o 	
					
E CESS/ S ORTFALL 	 	102 0 	 	 	 	 		
					
                         	 	 	 	 rryov r     ro r or  r	
	 				
NET E CESS/ S ORTFALL 	 	102 0 	 	 	 	 		

DETAILED FINAL DEBT SERVICE FUND BUDGET
KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
OCTOBER 1 2022  SEPTEMBER 30 2023

REVENUES	FISCAL YEAR 2020/2021 ACTUAL	FISCAL YEAR 2021/2022 BUDGET	FISCAL YEAR 2022/2023 BUDGET	

COMMENTS	

  r    o 	

  	
 ro      r   or 	

 r    o  o   o 	

 	
 r    o  o   o 	

      o   o 	

       	
       y       r    r 	

Total Revenues	
 	
3 2 0 	
 	
3  3 	
 	
3 3 13		

E PENDITURES					

 r     y 	

       	
 r     y 	

  r or  ry r     y 	

 	
  r or  ry r     y 	

  r   y 	

       	
  r   y 	

Total Expenditures	
 	
 0  3 	
 	
3  3 	
 	
3 3 13		

Excess/ Shortfall 	
 	
 2 22 	

 	

Series 200 Bond Information

 r g   r  o  =	           	     r     y      =	  y 	
  r     =
      =
  r y   =	     
 ov  r 
  y 	      r   y      =	 y    ov   r 	

Principal Balance As Of 1/1/22 =	

Keys Cove II Community Development District Assessment Comparison

     r	   r	   r	Fiscal Year
			2022/2023
		 	 		  Projected Assessment* 

    r  v  or ow ho  o o 
       or ow ho  o o 	 

 	     

      	 
 	110.13
  . 	
   or ow ho  o o 	 3	
Total	 	1  .23	 	1  . 	 	1  .2 	 	1  .2 	

    r  v  or    v  ow ho 	

 	

     	
 	
110.13	
       or    v  ow ho 	 	      	 	      	 	      	 	  . 	
   or    v  ow ho 	3 	

Total

1  0.1 

1  . 1

1 3 .01

1 33.0 

            h  o ow g	
    o  or  r y  y 
   o  y   o  or 
   o  y ro r y  r  r 

 o    y  or  o	
 ow ho  o o	 
   v  ow ho  	  
 o	 

 ow ho  o o     or  o	
 o	 
 r  y  	  
    or	 

    v  ow ho   or  o	
 o	 
 r  y  	  
    or	 

                  	  

Presentation to: Keys Cove II CDD

Proposed Refinancing of Series 2005 Bonds

May 12, 2022

Disclosure

FMS ROLE AS PLACEMENT AGENT AND NOT FINANCIAL ADVISOR

FMSbonds, Inc., is providing the information contained in this document for discussion purposes only in anticipation of serving as placement agent. The primary role of FMSbonds, Inc., (“FMS”) as a placement agent, is to place securities with a view to distribute in an arm’s-length commercial transaction with the CDD. FMS may have financial and other interests that differ from those of the CDD. FMS is not acting as a municipal advisor, financial advisor or fiduciary to the CDD or any other person or entity. The information provided is not intended to be and should not be construed as “advice” within the meaning of Section 15B of the Securities Exchange Act of 1934. The CDD should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. Securities offered by FMSbonds, Inc, including annuities, are not insured by the FDIC or any government agency; are not deposits or other obligations of or guaranteed by FMSbonds, Inc. or any of its affiliates; and are subject to investment risks, including possible loss of the principal invested. FMSbonds, Inc. is a broker/dealer, member FINRA/SIPC. FMS has a policy that is designed to comply with the disclosure requirements under revised MSRB Rule G-23. In conjunction with these requirements, we are providing the following disclosure to all of our municipal underwriting clients.

Contents

Plan of Refinancing
FMS Bonds

Plan of Refinancing

Executive Summary

Keys Cove II CDD issued its $11,745,000 of Series 2005 Bonds to finance a portion of the water, sewer, roadway improvements for the community.

When issued in 2004, the community was not built out and the Bonds were issued as Non Rated Bonds at an Interest Rate of 5.50% with a final maturity of May 1, 2036. After the upcoming 5/1 amortization payment, the Bonds will be outstanding in the amount of $3,330,000.

The Bonds are currently callable, ie, can be refinanced at par. Due to the near completion of construction within the Development, the bonds can be refinanced at a lower rate to achieve savings for the District.

Based upon the current interest rate environment, the Series 2005 Bonds can be refinanced with a bank loan at a lower rate to achieve annual debt service savings for the District. A term sheet has been offered including a refinancing rate of 3.63%.
Approximate annual savings would be ~19%.

Plan of Refinancing

Proposed Loan – Summary of Key Terms / Assumptions

Par:	New Par would be equal to or less than Old Par.
Term:	Refunding loan will have same maturity as refunded bonds, 2036.
Debt Service:	Level debt service through maturity.
Coupon:	3.63% fixed rate. Rate locked once term sheet signed.
Rating:	No Rating required.
Reserve Fund:	No reserve.	Current Loan has a $175,075 reserve fund.
Issuance Costs:	All costs financed in transaction.	Savings numbers are shown net of all costs.
Timing:	Approximately 2 weeks to closing. Depends on Board action.

Plan of Refinancing

Savings Summary

	2005 Bonds	Refunding Loan	
Bonds Outstanding	$3,330,000	$3,020,000	
Average Yield (1)	5.50%	3.63%	
Average Annual Debt Service (2)	$340,000	$274,572	
Total Debt Service 2023 - 2036 (2)	$4,760,000	$3,844,010	
Reserve Fund	$175,075	N/A	
Call Date	Anytime at Par	5/1/2025 at Par	
Final Maturity	2036	2036	
SAVINGS SUMMARY		
Annual Debt Service Savings - District	$65,428	
Annual Debt Service Savings - %	19.24%	
Total Debt Service Savings - District	$915,990	

Rate does not lock until term sheet is signed.
Assessment levels herein will be subject to gross up for collection cost and early payment discount.

I.

II.	FMS Bonds

Firm Overview and Experience

FMSbonds Overview

FMSbonds is one of the largest privately held municipal bond broker dealers in the US.
The firm, which has been in business for over 40 years, employs over 125 professionals which serve institutional and retail clients.
FMS	is the market	leader	in underwriting and	placing financings for Community Development Districts.
FMS personnel has handled over 500 financings for Community Development Districts representing over $10 billion in volume.
FMS has served as underwriter or placement agent on approximately 100 Community Development District financings in the South Florida area.
Jon Kessler who runs the CDD business at FMS arranged the financing for the Keys Cove II CDD 2005 Bonds.

NON-BINDING PROPOSAL

April 25, 2022

Keys Cove II Community Development District

SouthState Bank (“the Bank”) is pleased to have the opportunity to consider your loan request on behalf of
Keys Cove II Community Development District.

Borrower:	Keys Cove II Community Development District (the “District”)

Purpose:	To refund its outstanding 2005 Bonds (the “Series 2005 Bonds”).

Amount and Type:	Not to exceed $3,040,000.00. The loan will be tax-exempt and bank
qualified. It is anticipated to close by May 26, 2022.

Collateral:	The Series 2022 Note will be secured by the Series 2022 Special
Assessments which will be levied on lands within the District which have not previously been prepaid and for which the Series 2005 Special Assessments securing the Series 2005 Bonds are levied.

Maturity Date:	05/01/2036

Interest Rate:	The interest rate shall be a tax-exempt fixed rate of 3.63% for the term of
the loan provided the loan is closed by May 26, 2022 (calculated on the basis of a 30-day month and 360-day year).

Repayment Terms:	Principal payable annually on May 1, beginning May 1, 2023. Interest
payable semi-annually on each May 1 and November 1, beginning November 1, 2022. Final payment schedule subject to the Bank’s satisfactory review.

Prepayment Penalty:	The Borrower may prepay in part or full without a prepayment penalty
except for refinancing with another financial or lending institution or affiliates thereof. In such event, the prepayment fee shall be 1.0% of the principal balance of the loan for years one through three. There will be no prepayment fee thereafter.

NON-BINDING PROPOSAL

Upon any optional partial redemption (other than mandatory sinking fund redemptions), the District shall cause to be recalculated and delivered to the Trustee and the Bank a revised mandatory sinking fund schedule recalculated so as to re-amortize the remaining sinking fund installments after giving effect to such redemption in substantially equal annual installments of principal and interest over the remaining term of the loan.

Late Fees:	Bank may, at its option collect from the Borrower a late charge of five
percent (5.00%) of any payment not received by Bank within ten (10) days after the payment is due.

Event of Default:	Upon an event of default, the Bank may recover from the Borrower all
expenses incurred including without limitation reasonable attorney’s fees, at all levels of the proceedings, whether incurred in connection with collection, bankruptcy, proceedings, trial, appeal or otherwise.

Default Rate:	3% above the Note rate.

Bank Fees:	Bank fees including its Counsel review shall not exceed $15,000. The
Bank’s Counsel will be Michael Wiener at Holland & Knight LLP.

Warranties:	The Bank warrants to the District that it will comply with all applicable
federal, state, and local laws, regulations, and orders in providing the services under the proposed documents.

Covenants:	1.) Audited Annual Financials within 270 days of fiscal year end and the
District Budget within 60 days of adoption shall be provided to the Bank by the Borrower.
2.) Borrower shall provide such other financial information from time to time as is reasonably requested by the Bank.
3.) Borrower will comply with the terms of the Assessment Proceedings and covenants to levy assessments sufficient to pay debt service on the Series 2022 Note, subject to the limitation of maximum assessment levels in the assessment proceedings. The assessments will be collected pursuant to the uninform method of collection.
4.) Borrower will do all things required to be eligible to receive each of the sources of Pledged Revenues and will diligently enforce its right to receive the Pledged Revenue and to remain as a community development district. 5.) The District agrees to take such actions as may be required by Treasury regulations to maintain the status of the loan as a tax-exempt obligation. In the event the loan is not considered Tax Exempt as a result of any action or inaction of the District, the Bank reserves the right to increase the interest rate (see “Interest Rate” above) to the taxable rate equivalent (Note Rate divided by 0.79) (together with retroactive interest, penalties and other fees and costs associated therewith).

NON-BINDING PROPOSAL

Conditions:	1.) Formal approval and authorization from Keys Cove II Community
Development District.
2.) Loan documents to be satisfactorily reviewed and approved by Bank’s
Counsel.
3) Bond counsel opinion that the interest on the Series 2022 Note is excludable from the gross income of the holder for federal income tax purposes and the Series 2022 Note is a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.

This Non-Binding Proposal is solely and exclusively intended to serve as a summary of potential credit facility terms and conditions as a basis for preliminary discussion purposes only and to demonstrate SouthState Bank’s interest in reviewing your loan request and, subject to SouthState Bank’s underwriting requirements, and submission of your request for approval. This proposal may not include all of the terms and provisions that may be contained in any binding commitment letter which may later be offered to you. No oral communications between the parties shall be deemed to supersede this Non-Binding Proposal or indicate any commitment to extend credit in any form.

We appreciate this opportunity to submit our proposal to Keys Cove II Community Development District for consideration. If you have any questions, please do not hesitate to call, or email us at the contact information below.

Sincerely,

04/25/2022

Noel M. Daluise / Vice President	Date

Acceptance:
By accepting this Non-Binding Proposal, you acknowledge and agree to the terms hereof, including without limitation the non-binding nature of this Proposal.

	_
Keys Cove II Community Development District
Authorized Signor	Date

Print Name: 	

RESOLUTION NO. 2022-05

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

WHEREAS, it is necessary for the Keys Cove II Community Development District ("District") to establish a regular meeting schedule for fiscal year 2022/2023; and

WHEREAS, the Board of Supervisors of the District has set a regular meeting schedule, location and time for District meetings for fiscal year 2022/2023 which is attached hereto and made a part hereof as Exhibit “A”.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT, MIAMI-DADE COUNTY, FLORIDA, AS FOLLOWS:

Section 1.	The above recitals are hereby adopted.

Section 2.  The regular meeting schedule, time and location for meetings for fiscal year 2022/2023 which is attached hereto as Exhibit “A” is hereby adopted and authorized to be published.

PASSED, ADOPTED and EFFECTIVE this 12th day of May, 2022.

ATTEST:	KEYS COVE II
COMMUNITY DEVELOPMENT DISTRICT

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

KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022/2023
REGULAR MEETING SCHEDULE

NOTICE IS HEREBY GIVEN that the Board of Supervisors (the “Board”) of the Keys Cove II Community Development District (the “District”) will hold Regular Meetings in the Palm Breeze Clubhouse located at 1427 SE 24th Place, Homestead, Florida 33035 at 6:30 p.m. on the following dates:

October 13, 2022
November 10, 2022
March 9, 2023
April 13, 2023
May 11, 2023
June 8, 2023
September 14, 2023

The purpose of the meetings is for the Board to consider any District business which may lawfully and properly come before the Board. Meetings are open to the public and will be conducted in accordance with the provisions of Florida law for community development districts. Copies of the Agenda for any of the meetings may be obtained from the District’s website or by contacting the District Manager at 786-313-3661 and/or toll free at 1-877-737- 4922, prior to the date of the particular meeting.

From time to time one or two Board members may participate by telephone; therefore, a speaker telephone will be present at the meeting location so that Board members may be fully informed of the discussions taking place. Said meeting(s) may be continued as found necessary to a time and place specified on the record.

If any person decides to appeal any decision made with respect to any matter considered at these meetings, such person will need a record of the proceedings and such person may need to insure that a verbatim record of the proceedings is made at his or her own expense and which record includes the testimony and evidence on which the appeal is based.

In accordance with the provisions of the Americans with Disabilities Act, any person requiring special accommodations or an interpreter to participate at any of these meetings should contact the District Manager at 786-313-3661 and/or toll free at 1-877-737-4922 at least seven (7) days prior to the date of the particular meeting.

Meetings may be cancelled from time to time with no advertised notice.

KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT

www.keyscove2cdd.org

PUBLISH: MIAMI DAILY BUSINESS REVIEW XX/XX/22