KEYS COVE II COMMUNITY DEVELOPMENT
DISTRICT

MIAMI-DADE COUNTY REGULAR BOARD MEETING JUNE 8, 2022
12:00 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
June 8, 2022
12:00 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
May 24, 2022 Special Board Meeting…	Page 2
Old Business
Discussion Regarding Maverick Security Performance
New Business
Administrative & Operational Matters
Board Member & Staff Closing Comments
Adjourn

Page 1

KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT SPECIAL BOARD MEETING
MAY 24, 2022

CALL TO ORDER

District Manager Armando Silva called the May 24, 2022, Special Board Meeting of the Keys Cove II Community Development District (the “District”) to order at 6:36 p.m. in the Palm Breeze Clubhouse located at 1427 SE 24th Place, Homestead, Florida 33035.

PROOF OF PUBLICATION

Mr. Silva presented proof of publication that notice of the Special Board Meeting had been published in the Miami Daily Business Review on May 16, 2022, as legally required.

ESTABLISH A QUORUM

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

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: Gilberto Delgado of Squire Patton Boggs (US) LLP, Miami, FL; Salvador Zelaya, Miami, FL.

ADDITIONS OR DELETIONS TO THE AGENDA

There were no additions or deletions to the agenda.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

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

APPROVAL OF MINUTES
May 12, 2022, Regular Board Meeting & Public Hearing

Mr. Silva presented the minutes of the May 12, 2022, Regular Board Meeting & Public Hearing and asked if there were any changes. There being no changes, a motion was made by Ms. Fogelstrom, seconded by Ms. Ferreiro and unanimously passed to approve the minutes of the May 12, 2022, Regular Board Meeting & Public Hearing, as amended; changing the names “Ginger Wald” to “Gregory George” and “Nancy Nguyen” to “Armando Silva”under agenda item C.; and changing the motions made by Ms. Portillo and Ms. Ferreiro to Mr. Llodra and Ms. Fogelstrom under agenda item I. 1. last paragraph.

OLD BUSINESS
Discussion Regarding Maverick Security Performance

Mr. Silva advised the Board that he has spoken to Mr. Kevin McIntyre of Maverick Security regarding the recent decline in performance and areas of concerns that were presented during the previous board
Page 1 of 4

meeting. Mr. McIntyre will be attending the next board meeting to provide the board with a plan of action to remedy the issues that the residents have brought to his attention.

NEW BUSINESS
Consider Resolution No. 2022-06 – Delegation Resolution (Refunding Bonds)
Authorizes Refunding of Special Assessments Bonds, Series 2005

Trust Indenture (Exhibit A)
Escrow Deposit Agreement (Exhibit B) Mr. Silva presented Resolution No. 2022-06, entitled:
RESOLUTION NO. 2022-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE KEYS COVE II COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF ITS $3,264,000 SPECIAL ASSESSMENT REFUNDING BONDS, SERIES 2022; DETERMINING THE NEED FOR A NEGOTIATED PRIVATE PLACEMENT OF THE SERIES 2022 BONDS TO SOUTHSTATE BANK, N.A.; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND AN ESCROW DEPOSIT AGREEMENT; APPOINTING FMSBONDS, INC. AS PLACEMENT AGENT; PROVIDING FOR THE APPLICATION OF BOND PROCEEDS TO REFUND THE DISTRICT’S OUTSTANDING SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2005; APPOINTING THE TRUSTEE, PAYING AGENT, BOND REGISTRAR AND ESCROW AGENT; DESIGNATING THE SERIES 2022 BONDS AS “QUALIFIED TAX-EXEMPT OBLIGATIONS” UNDER SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE BONDS; MAKING CERTAIN DECLARATIONS; PROVIDING AN EFFECTIVE DATE.

Mr. Silva indicated that the delegation resolution authorizes the issuance of not to exceed $3,264,000 in District Special Assessment Refunding Bonds, Series 2022 (the “Series 2022 Bonds”). He then introduced Mr. Gilberto Delgado of Squire Patton Boggs who was acting as Bond and Disclosure Counsel. Mr. Hernandez explained the purpose of the document and the applicable Exhibits. (All Exhibits to Resolution No. 2022-06 were made available during the meeting and are on file in the District’s office of records). The following documents, which are specific exhibits to the referenced resolution were presented:

(a.) Trust Indenture: An agreement between the Issuer/District and US Bank Global Corporate Trust that represents the bondholder's interests by highlighting the security of the Series 2022 Bonds and outlining parameters and responsibilities that each party must follow.
(b.) Escrow Deposit Agreement: This agreement states that an Escrow Fund will be established and a portion of the proceeds derived from the sale of the Series 2022 Bonds which, together with certain other moneys available to the District, will be sufficient to pay the redemption price and accrued interest on the Refunded Bonds on the Refunded Bonds Redemption Date.
Mr. Delgado advised that the term of the Special Assessment Refunding Bonds, Series 2022 would not exceed the term of the current Series 2005 Bonds and that the District was not issuing additional par bonds in this proposed bond deal. A discussion ensued after which:
Page 2 of 4

A motion was made by Ms. Fogelstrom, seconded by Ms. Portillo and unanimously passed to adopt Resolution No. 2022-06 authorizing the issuance of not to exceed $3,264,000 in Keys Cove II Community Development District Special Assessment Refunding Bonds, Series 2022 and approving all related bond documents, subject to District Counsel’s review and final approval; and further authorizes District officials to execute applicable bond closing documents, as required.

Consider Supplemental Assessment Methodology – Refunding Bonds, Series 2022

Mr. Silva presented the Supplemental Special Assessment Methodology Report (the “Supplemental Report”) and provided the purpose for the Supplemental Report with emphasis on the District’s intention to take advantage of lower bond interest rates and to refund all of the Series 2005 Bonds, while at the same time obtain new funding to implement the Series 2022 Project. The Supplemental Report outlines that the apportionment of the debt does not change; however, there is a reallocation of the debt based upon the sizing of the Series 2022 Refunding Bonds. Furthermore, the Supplemental Report outlines the Series 2022 Project and the estimated cost thereof, the benefit allocation and the proposed debt allocation to each condominium unit in the District.

The Supplemental Report has determined that the allocation of benefit of the Series 2005 Project and of the Series 2022 Project will exceed the burden of the allocation of assessments on the dwelling units (“Units”) in the District. In addition, the annual debt service assessments charges to the property owners within the District will be lower than the assessments under the Series 2005 Bonds and will be based on the allocation previously assigned to the Units. In closing, the proposed special assessments for the Series 2022 Refunding and Improvement Bonds are determined to be reasonable and fairly apportioned.

A motion was made by Ms. Ferreiro, seconded by Ms. Fogelstrom and unanimously passed to approve and adopt the Keys Cove II Community Development District Supplemental Special Assessment Methodology Report, as presented.

Discussion Regarding Playground

Mr. Silva stated that Ms. Fogelstrom has requested that the Board consider installing a playground for children on the southern portion of the District. A discussion ensued after which the Board directed Mr. Silva to obtain permitting information and costs related to the potential installation of a playground.

ADMINISTRATIVE & OPERATIONAL MATTERS

Consider Bond Counsel Engagement (Refunding Bonds – Series 2022)

Mr. Silva, on behalf of Squire Patton Boggs (US) LLP, outlined the agreement dated May 9, 2022, related to the Refunding Bonds, Series 2022. A discussion ensued after which:

A motion was made by Ms. Ferreiro, seconded by Ms. Portillo and passed unanimously approving the selection and engagement of Squire Patton Boggs (US) LLP as the District’s Bond Counsel and Disclosure Counsel, as outlined in the agreement dated May 9, 2022.

Consider Underwriter Engagement (Refunding Bonds – Series 2022)

Page 3 of 4

Mr. Silva, on behalf of FMSbonds, Inc., outlined the agreement dated May 3, 2022, related to the Refunding Bonds, Series 2022. A discussion ensued after which:

A motion was made by Ms. Ferreiro, seconded by Ms. Portillo and passed unanimously approving the selection and engagement of FMSbonds, Inc. as the District’s Underwriter, pursuant to the agreement dated May 3, 2022.

BOARD MEMBER & STAFF CLOSING COMMENTS

There were no Board Member or Staff closing comments.

ADJOURNMENT

There being no further business to conduct, a motion was made by Ms. Ferreiro, seconded by Ms. Portillo and passed unanimously to adjourn the Regular Board Meeting at 7:14 p.m.

Secretary/Assistant Secretary	Chairperson/Vice Chairperson

Page 4 of 4