TITLE
RESOLUTION AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), IN ONE OR MORE SERIES, PURSUANT TO ORDINANCE NO. 05 47 AND RESOLUTION NO. R-576-05, IN PRINCIPAL AMOUNT NOT TO EXCEED $675,000,000 FOR PURPOSE OF PAYING ALL OR PORTION OF CERTAIN APPROVED CAPITAL PROJECT COSTS AND PAYING COSTS OF ISSUING BONDS PURSUANT TO CERTAIN TERMS AND CONDITIONS; FINDING NECESSITY FOR AND AUTHORIZING NEGOTIATED SALE OF SUCH BONDS; APPROVING FORM AND EXECUTION OF CERTAIN RELATED DOCUMENTS, AGREEMENTS AND BOND FORMS; AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE, WITHIN CERTAIN LIMITATIONS AND PARAMETERS, TO FINALIZE TERMS AND OTHER PROVISIONS OF SUCH BONDS AND CONVERSION OF SUCH BONDS TO FIXED RATE, INCLUDING SELECTION OF BOND REGISTRAR AND PAYING AGENT; PROVIDING CERTAIN COVENANTS; APPOINTING REMARKETING AGENTS; AUTHORIZING CERTAIN COUNTY OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF SUCH BONDS AND SUBSEQUENT CONVERSION AND REMARKETING; AND PROVIDING SEVERABILITY

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WHEREAS, pursuant to Resolution No. R-912-04 (the �Water and Sewer Authorizing Resolution�), adopted on July 20, 2004, the Board of County Commissioners (the �Board�) of Miami-Dade County, Florida (the �County�) authorized, and the citizens by special election approved, the issuance of general obligations bonds of the County in an amount not to exceed $378,183,000 to construct and improve water, sewer and flood control projects described in Appendix A to such authorizing resolution, as such Appendix may be amended from time to time in accordance with the procedure described in the Water and Sewer Authorizing Resolution (the �Water and Sewer Projects�); and
WHEREAS, pursuant to Resolution No. R-913-04 (the �Parks and Recreational Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $680,258,000 to construct and improve parks and recreational facilities described in Appendix A of such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Parks and Recreational Facilities Authorizing Resolution (the �Parks and Recreational Facilities Projects�); and
WHEREAS, pursuant to Resolution No. R-914-04 (the �Public Infrastructure and Neighborhood Improvement Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $352,182,000 to construct and improve bridges, public infrastructure and neighborhood improvements described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Public Infrastructure and Neighborhood Improvement Authorizing Resolution (the �Public Infrastructure and Neighborhood Improvement Projects�); and
WHEREAS, pursuant to Resolution No. R-915-04 (the �Public Safety Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $341,087,000 to construct and improve public safety facilities described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Public Safety Facilities Authorizing Resolution (the �Public Safety Facilities Projects�); and
WHEREAS, pursuant to Resolution No. R-916-04 (the �Emergency and Healthcare Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $171,281,000 to construct and improve emergency and healthcare facilities described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Emergency and Healthcare Facilities Authorizing Resolution (the �Emergency and Healthcare Facilities Projects�); and
WHEREAS, pursuant to Resolution No. R-917-04 (the �Public Service Outreach Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $255,070,000 to construct and improve public service outreach facilities described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Public Services and Outreach Facilities Authorizing Resolution (the �Public Service Outreach Facilities Projects�); and
WHEREAS, pursuant to Resolution No. R-918-04 (the �Housing Projects Authorizing Resolution�) adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $194,997,000 to construct and improve housing for the elderly and families described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Housing Projects Authorizing Resolution (the �Housing Projects�); and
WHEREAS, pursuant to Resolution No. R-919-04 (the �Cultural Library and Multicultural Education Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $552,692,000 to construct and improve cultural, library and multicultural educational facilities described in Appendix A to such authorizing resolution as such Appendix may be amended from time to time in accordance with the procedure described in the Cultural Library and Multicultural Education Facilities Authorizing Resolution (the �Cultural Library and Multicultural Education Facilities Projects�); and
WHEREAS, the authorizing resolutions mentioned above are referred to in this Series Resolution (the �Series 2012 Resolution�) collectively as the �Authorizing Resolutions�; and
WHEREAS, on March 1, 2005, the Board enacted Ordinance No. 05-47 (the �Ordinance�), authorizing the issuance of general obligation bonds in an aggregate principal amount not to exceed $2,925,750,000, from time to time and in more than one series for the Building Better Communities Bond Program, pursuant to the Constitution and laws of the State of Florida, including Chapters 125 and 166, Florida Statutes, as amended, the Home Rule Amendment and Charter of Miami-Dade County, Florida, as amended (the �Charter�), the Authorizing Resolutions and their approval by the electorate; and
WHEREAS, on May 17, 2005, the Board adopted Resolution No. R-576-05 (as supplemented, the �Master Resolution�) authorizing issuance pursuant to the Ordinance of general obligation bonds in one or more series from time to time in an aggregate principal amount not to exceed $2,925,750,000 (the �Bonds�), for the purpose of paying all or part of the cost of the community projects described in Appendix A to each of the Authorizing Resolutions (the �Community Projects�) and paying the costs of issuing such bonds; and
WHEREAS, pursuant to the Ordinance and the Master Resolution, the County has previously issued six series of Bonds in the aggregate principal amount of $947,285,000 to fund the Community Projects in part or in full; and
WHEREAS, the Board enacted Ordinance No. 11-38 on July 7, 2011, which authorized the establishment of a commercial paper program in an amount not to exceed $400,000,000 pursuant to which commercial paper would be sold from time to time to fund Community Projects on an ongoing basis to be redeemed periodically from proceeds of long term fixed rate Bonds; and
WHEREAS, the County received an unsolicited proposal from RBC Capital Markets, LLC (together with its successors and assigns, the �Underwriter� or �RBCCM LLC�) for a unique bond structure of drawdown bonds with a variable interest rate that can be drawn upon by the County as needed at lower costs and less risk than the commercial paper program (the �Drawdown Bond Program�); and
WHEREAS, pursuant to the terms and conditions of the Drawdown Bond Program, the maximum amount of GO Bonds (defined below) in the Drawdown Mode (the �Drawdown Bonds�) Outstanding at one time is $400,000,000 and the Drawdown Bonds shall be convertible to a Fixed Rate Mode (the �Fixed Rate Bonds�) through one or more future remarketings; and
WHEREAS, this Board wishes to authorize the issuance of Additional Bonds pursuant to the Master Resolution and this Series 2012 Resolution in an amount not to exceed $675,000,000 in more than one Series (the �GO Bonds�) to fund some of the Community Projects, in part or in full, detailed in Appendix A of this Series 2012 Resolution (the �Building Better Communities Projects�); and
WHEREAS, the GO Bonds shall be initially issued as Drawdown Bonds pursuant to the provisions of this Series 2012 Resolution and shall be converted to Fixed Rate Bonds pursuant to the provisions of this Series 2012 Resolution; and
WHEREAS, Public Financial Management, Inc. (the �Financial Advisor�), financial advisor to the County, has recommended to the County that a negotiated sale of the Drawdown Bonds, in one or more Series, is in the best interest of the County for the reasons set forth in Section 3(m) of this Series 2012 Resolution; and
WHEREAS, the Board wishes to authorize the County Mayor or County Mayor�s designee (the �County Mayor �) to (i) determine the terms of the Drawdown Bonds within the limitations specified in this Series 2012 Resolution, (ii) execute, if necessary, and deliver certain agreements, instruments and certificates in connection with the issuance of each Series of Drawdown Bonds including, without limitation, a Bond Purchase Agreement, Bondholder�s Agreement, and Limited Offering Memorandum, and (iii) take all action and make such further designations necessary in connection with the issuance and sale of the Drawdown Bonds, all subject to the limitations contained in this Series 2012 Resolution; and
WHEREAS, the Board also wishes to authorize the County Mayor to (i) determine the terms of the conversion of the Drawdown Bonds to Fixed Rate Bonds within the limitations specified in this Series 2012 Resolution, (ii) execute, if necessary, and deliver certain agreements, instruments and certificates in connection with the remarketing of GO Bonds including, without limitation, a Remarketing Agreement, Preliminary Remarketing Circular and Remarketing Circular, (iii) secure one or more Credit Facilities if there is an economic benefit as provided in Section 19 of this Series 2012 Resolution with respect to Fixed Rate Bonds, and (iv) take all action and make such further designations necessary in connection with the conversion to the Fixed Rate Bonds, all subject to the limitations contained in this Series 2012 Resolution; and
WHEREAS, the Board wishes to approve the form of and authorize the use, execution and delivery, as the case may be, of one or more agreements and offering documents described and attached to this Series 2012 Resolution in connection with the issuance, remarketing and conversion of the GO Bonds; and
WHEREAS, the Board desires to accomplish the purposes outlined in the accompanying memorandum (the �County Mayor�s Memorandum�), which is incorporated in this Series 2012 Resolution by this reference,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that,
Section 1. Definitions.
Capitalized words and terms contained in this Series 2012 Resolution and not defined in this Series 2012 Resolution shall have the meanings ascribed to such words and terms in the Ordinance and the Master Resolution. Unless the context otherwise clearly requires, the following capitalized terms shall have the following meanings:
�Act� means the Constitution of the State of Florida, Chapters 125 and 166, Florida Statutes, as amended, the Charter, the Ordinance, the Authorizing Resolutions, the Master Resolution and other applicable provisions of law.
�Amortization Commencement Date� means the first anniversary of the beginning of the Amortization Period.
�Amortization End Date� means the earliest to occur of (a) the third anniversary of the date of the commencement of the Amortization Period, and (b) the date on which all Drawdown Bonds subject to an Amortization Period are repaid, prepaid or cancelled in accordance with the terms of the Master Resolution and this Series 2012 Resolution.
�Amortization Payment Date� means (a) the Amortization Commencement Date and each three month anniversary occurring thereafter which occurs prior to the Amortization End Date and (b) the Amortization End Date.
�Amortization Period� means the period (a) commencing on the earlier of (i) the Special Mandatory Tender Date or (ii) the date on which the Owner Representative shall have given written notice to the County and the Paying Agent that a Bondholder�s Agreement Event of Default has occurred and directing the commencement of the Amortization Period and the amortization of the all Drawdown Bonds, and (b) ending on the Amortization End Date.
�Amortization Period Interest Rate� means for any day and with respect to any Outstanding Drawdown Bonds during the Amortization Period, the rate of interest per annum equal to (i) for any day commencing on the first day of the Amortization Period up to and including the thirtieth day next succeeding the commencement of the Amortization Period, the Base Rate from time to time in effect plus 1.00% per annum, (ii) for any day commencing on the thirty-first day next succeeding the commencement of the Amortization Period to and including the ninetieth day next succeeding the commencement of the Amortization Period, the Base Rate plus 2.00% per annum, and (iii) from the ninety-first day next succeeding the commencement of the Amortization Period and each day thereafter until the Amortization End Date, the Base Rate plus 2.50% per annum; provided that upon the occurrence of any Bondholder�s Agreement Event of Default and during the continuance of any such event of default, �Amortization Period Interest Rate� shall mean the Default Rate.
�Applicable Spread� means 55 basis points (0.55%), which Applicable Spread is subject to adjustment upon any change in any GO Debt Rating from that in effect on the date of issuance of the initial Series of Drawdown Bonds as provided in the table set forth below:
Moody�s GO Debt Rating S&P/Fitch
GO Debt Rating
Applicable Spread
Aa3 or higher AA- or higher 0.55%
A1 A+ 0.75
A2 A 0.95
A3 A- 1.15
Baa1 BBB+ 1.35

In the event of split ratings (i.e., one of S&P, Moody�s or Fitch assigns a GO Debt Rating that is in a different row in the chart above than the GO Debt Rating assigned by the other rating agencies), then the Applicable Spread listed in the row in which the lowest GO Debt Rating appears shall apply (i.e., the highest pricing shall apply). If a GO Debt Rating is subsequently upgraded, the Applicable Spread shall be revised in accordance with the preceding sentence and the table above. Any change in the Applicable Spread resulting from a change in a GO Debt Rating shall be and become effective as of and on the date of the announcement of the change in such GO Debt Rating.
Any reduction of GO Debt Ratings below the GO Debt Ratings in the lowest row in the chart above or a withdrawal or suspension of any GO Debt Rating shall result in a Bondholder�s Agreement Event of Default after which the Drawdown Bonds shall bear interest at the Default Rate.
References to GO Debt Ratings above are references to rating categories as presently determined by S&P, Moody�s and Fitch and in the event of adoption of any new or changed rating system, the ratings from the rating agency in question referred to above shall be deemed to refer to the rating category under the new rating system that most closely approximates the applicable rating category as in effect on the date of issuance of the initial Series of Drawdown Bonds.
�Authorized Denominations� with respect to Drawdown Bonds means $100,000 and any integral multiple of $5,000 in excess of $100,000, provided, however, one Drawdown Bond may be in a denomination which is less than $100,000, and with respect to Fixed Rate Bonds, $5,000 and any integral multiple of $5,000.
�Base Rate� with respect to Drawdown Bonds, means the highest of (i) 8.50% per annum, (ii) the Drawdown Rate plus 3.00% per annum, (iii) the Fed Funds Rate plus 2.00% per annum, or (iv) the Prime Rate plus 1.50% per annum, but in no event to exceed the Maximum Rate. Each change in the Base Rate shall take effect at the time of the related change in the Drawdown Rate, the Fed Funds Rate or the Prime Rate, as the case may be.
�Beneficial Owner� a person in whose name a GO Bond is recorded as beneficial owner of such GO Bond by DTC or a DTC Participant on its records, or such person�s subrogee.
�Bondholder�s Agreement� has the meaning given to such term in Section 2(n) of this Series 2012 Resolution.
�Bondholder�s Agreement Event of Default� means an event of default described in Section 5.01 of the Bondholder�s Agreement.
�Bond Purchase Agreement� has the meaning given to such term in Section 2(n) of this Series 2012 Resolution.
�Business Day� means, with respect to the (a) Drawdown Bonds, any day that the Principal Office of the Underwriter, the Purchaser, the Owner Representative, the Remarketing Agent, if any, and the Tender Agent, if any, and the Paying Agent are open and the New York Stock Exchange is not closed or such other day as is defined in the applicable Omnibus Certificate and (b) the Fixed Rate Bonds, any day that the Principal Office of the Credit Facility Provider, if any, the Remarketing Agent, if any, the Tender Agent, if any, and the Paying Agent are open and the New York Stock Exchange is not closed or such other day as is defined in the applicable Omnibus Certificate.
�Calculation Agent� means the Paying Agent, and its successors and assigns.
�Commitment End Date� means the date which is the fourth anniversary of the date of issuance of the first Series of Drawdown Bonds or such earlier date on which the commitment of the Underwriter to purchase Drawdown Bonds under the Bond Purchase Agreement is terminated, which date may be extended with the written consent of the County, the Underwriter and the Purchaser; provided, however that if any such day is not a Business Day then the Commitment End Date means the next preceding Business Day.
�Conversion� means a conversion or adjustment of interest on a GO Bond in accordance with the terms of this Series 2012 Resolution, in whole or in part, from the Drawdown Mode to the Fixed Rate Mode.
�Conversion Date� means the date on which all or a portion of GO Bonds of a Series are converted from the Drawdown Mode to the Fixed Rate Mode.
�Credit Facility� means each and every irrevocable letter of credit, policy of municipal bond insurance, surety bond, guaranty, purchase agreement, credit agreement or similar facility in which the entity providing such facility irrevocably agrees to provide funds to make payment of the principal of and interest on the Fixed Rate Bonds when due.
�Credit Facility Provider� means the provider of a Credit Facility, if any, with respect to the Fixed Rate Bonds, its successors and assigns.
�Default Rate� means the Base Rate plus 3.50% per annum, but not in excess of the Maximum Rate.
�Drawdown Bonds� means GO Bonds while in a Drawdown Period.
�Drawdown Mode� means an Interest Rate Mode during which interest rates are determined as provided in Section 10.
�Drawdown Period� means, with respect to each Series of Drawdown Bonds, a period commencing on the date of issuance of such Series of Drawdown Bonds and terminating on the earlier to occur of the Conversion Date on which all Drawdown Bonds of such Series are converted and the Commitment End Date; provided, however, that if a Series of GO Bonds becomes subject to the Amortization Period, the Drawdown Period shall include the Amortization Period.
�Drawdown Rate� means with respect to each Drawdown Bond an interest rate on such Drawdown Bond determined as provided in Section 10(b).
�Drawing� means each installment of principal advanced under the Drawdown Bonds pursuant to the terms of the Bond Purchase Agreement.
�Fed Funds Rate� means, means, for any day, an interest rate per annum equal to the rate set forth on the Bloomberg Screen MMR 21 4 Page for that day opposite the caption �Federal Funds (effective)�. If, by 5:00 p.m., New York City time on any day, such rate does not appear on the Bloomberg Screen MMR 21 4 Page or is not yet published in H.15(519), the rate for that day will be the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day opposite the caption �Federal funds (effective)�. If, by 5:00 p.m., New York City time on any day, such rate does not appear on the Bloomberg Screen MMR 21 4 Page or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, the rate for that day will be the rate for the first preceding day for which such rate is set forth in H.15(519) opposite the caption �Federal funds (effective)�, as such rate is displayed on the Bloomberg Screen MMR 21 4 Page.
�Fixed Rate� means, with respect to each GO Bond in a Fixed Rate Mode a non-variable interest rate fixed to the maturity date of such GO Bond.
�Fixed Rate Bonds� means GO Bonds which bear interest at a Fixed Rate.
�Fixed Rate Mode� means an Interest Rate Mode in which the interest rate or rates are determined at a Fixed Rate.
�GO Bonds� has the meaning given to such term in the recitals of this Series 2012 Resolution.
�GO Debt� has the meaning given to such term in the Bondholder�s Agreement.
�GO Debt Rating� means the long-term unenhanced debt rating assigned by S&P, Moody�s or Fitch to the GO Debt.
�Interest Accrual Period� with respect to a Series of Drawdown Bonds means initially, the period commencing on the date of issuance of such Series and ending on and including the day preceding the first Interest Payment Date following such date of issuance, and thereafter, means the period commencing on and including each Interest Payment Date to and including the last calendar day preceding the next succeeding Interest Payment Date.
�Interest Payment Date� with respect to (a) Drawdown Bonds means (i) the first Business Day of each month, with respect to each Series of Drawdown Bonds, commencing on the first Business Day of the month next succeeding the date of issuance of such Drawdown Bonds and (ii) the Conversion Date, and (b) Fixed Rate Bonds, (i) the semiannual payment dates specified as Interest Payment Dates in the Omnibus Certificate for such Fixed Rate Bonds and (ii) any additional dates specified in the applicable Omnibus Certificate.
�Interest Rate Determination Date� with respect to Drawdown Bonds means Wednesday of each week, effective from and including each Thursday to and including the following Wednesday.
�Interest Rate Mode� means a period of time relating to the frequency with which the interest rate on the GO Bonds is determined pursuant to Section 10(b) with respect to Drawdown Bonds and after the applicable Conversion Date for affected GO Bonds pursuant to Sections 13(a) and 17 of this Series 2012 Resolution
�LIBOR Index� means 100% of 1 Week LIBOR if 1 Week LIBOR is less than 1.00 or 70% of 1 Week LIBOR if 1 Week LIBOR is 1.00% or greater.
�Mandatory Tender Notice� has the meaning specified in Section 12(e).
�Maximum Rate� means: (i) in the case of Drawdown Bonds, the lesser of 12% per annum and the maximum interest rate permitted under applicable law; and (ii) in the case of Fixed Rate Bonds, the lesser of the maximum interest rate permitted under applicable law and the maximum interest rate as may be set forth in the Omnibus Certificate applicable to such Fixed Rate Bonds.
�Mode Conversion Notice� has the meaning specified in Section 11(a).
�Notice Parties� means the County, the Paying Agent, the Remarketing Agent, if any, the Tender Agent, if any, the Owner Representative, and the Credit Facility Provider, if any.
�Omnibus Certificate� means a certificate of the County Mayor fixing certain terms, conditions or other details of GO Bonds at their issuance and upon being converted from a Drawdown Mode to a Fixed Rate Mode.
�Opinion of Bond Counsel� means an opinion of Bond Counsel, or other bond counsel to the County, to the effect, subject to customary limitations, that a contemplated action will not adversely affect the exclusion of interest on any of the GO Bonds from the gross income of the Beneficial Owners of such GO Bonds for federal income tax purposes.
�Owner Representative� has the meaning assigned to such term in the Bondholder�s Agreement.
�Prime Rate� means the rate of interest set forth in H.15(519) for that day opposite the caption �Bank prime loan�. If, by 5:00 p.m., New York City time on any day, such rate is not yet published in H.15(519), the rate will be the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day opposite the caption �Bank prime loan�. If, by 5:00 p.m., New York City time, on any day such rate for is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, the rate for that Reset Date will be the rate for the first preceding day for which such rate is set forth in H.15(519) opposite the caption �Bank prime loan�.
�Principal Office�, when used with respect to the Underwriter, the Purchaser, the Owner Representative, the Paying Agent, the Registrar, the Remarketing Agent, and the Tender Agent, if any, means the respective offices thereof designated in writing to the other Notice Parties.
�Purchase Date� means a Business Day on which Drawdown Bonds are to be purchased, upon mandatory tender or deemed tender thereof, pursuant to the terms of Section 12 of this Series 2012 Resolution.
�Purchase Price� means an amount equal to 100% of the principal amount of any Drawdown Bonds, tendered or deemed tendered pursuant to Section 11 or 12 of this Series 2012 Resolution, plus accrued and unpaid interest, if any, unless the Purchase Date is also an Interest Payment Date, in which case the accrued and unpaid interest payable on such Interest Payment Date to the Holder from whom such Drawdown Bond is being purchased on such Purchase Date shall not be paid as part of the Purchase Price but shall be paid as interest due on the Drawdown Bond due on such Interest Payment Date.
�Purchaser� means RBC Municipal Products, Inc., as initial Beneficial Owner of all Drawdown Bonds, and its successors, assignees, designees and nominees under the Bondholder�s Agreement and any Trust.
�Record Date� (a) with respect to Drawdown Bonds, means the Business Day immediately preceding an Interest Payment Date, provided that with respect to overdue interest or interest due on any overdue amount or on other than a regular Interest Payment Date, the Paying Agent may establish a special record date of not more than 15 days before the date set for payment and (b) with respect to Fixed Rate Bonds, means the fifteenth (15th) day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.
�Redemption Date� means the date on which the GO Bonds shall be redeemed (whether by optional redemption, mandatory sinking fund redemption, or otherwise) pursuant to this Series 2012 Resolution.
�Redemption Price� means, with respect to the GO Bonds, the principal amount of GO Bonds to be redeemed plus interest accrued at the applicable interest rate, and the applicable premium, if any, payable upon redemption thereof pursuant to this Series 2012 Resolution.
�Registered Owner� means, with respect to any GO Bond, the registered owner of the GO Bond as shown on the registration books of the County.
�Remarketing Agent� means such entity as may be appointed from time to time pursuant to Section 14.
�Remarketing Agreement� means an agreement appointing a Remarketing Agent entered into by the County pursuant to Section 14.
�Royal Bank� means Royal Bank of Canada and its successors and assigns.
�Schedule of Drawings, Redemptions and Remarketings� means the schedule attached to the Drawdown Bond for a Series reflecting the date and amount of each Drawing and each redemption or Conversion and remarketing of the Drawdown Bonds made by the County and the principal amount of Drawdown Bonds Outstanding under such Series of Drawdown Bonds.
�SIFMA Index� with respect to Drawdown Bonds, means, for any Interest Rate Determination Date, SIFMA Municipal Swap Index (a weekly, high grade market index comprised of seven (7) day tax exempt, variable rate demand notes produced by Municipal Market Data) in effect on such Interest Rate Determination Date. If the SIFMA Index or a successor equivalent index is no longer calculated and published by Municipal Market Data in its current form, then the SIFMA Index shall be replaced by the LIBOR Index.
�Special Mandatory Tender� means the mandatory tender of the Drawdown Bonds pursuant to Section 12(b) of this Series 2012 Resolution.
�Special Mandatory Tender Date� means the fourth anniversary of the date of issuance of the first Series of Drawdown Bonds or, if such date is not a Business Day, the next preceding Business Day, which date may be extended with the written consent of the County, the Underwriter and the Purchaser.
�Tender Agent� means such tender agent or agents appointed pursuant to the provisions of this Series 2012 Resolution.
�Trust� means either (a) a common law trust established by the Purchaser or an affiliate of the Purchaser under the laws of the State of New York or (b) a statutory trust established by the Purchaser or an affiliate of the Purchaser under the Delaware statutory trust statute, which, in either case, has an interest in the Drawdown Bonds.
�Undelivered Bonds� means GO Bonds which have not been tendered on a Purchase Date for such GO Bonds at or prior to the time specified herein pursuant to the provisions of this Series 2012 Resolution.
�Unremarketed Bonds� means GO Bonds which have not been (i) sold by the Remarketing Agent or (ii) purchased by the Remarketing Agent for its own account as of the applicable time on the applicable Purchase Date.
�Unutilized Fee� has the meaning assigned to such term in the Bondholder�s Agreement.
�1 Week LIBOR� means, for any Drawdown Bonds, the one-week London Interbank Offered Rate quoted at approximately 11:00 a.m. London time as quoted by the British Bankers� Association as set forth on Bloomberg BBAM page, Official BBA LIBOR Fixings, USD, on the second London business day before the relevant Interest Rate Determination Date (or, if not so reported, then as determined by the Owner Representative with the written approval of the County). Changes in the rate of interest on Drawdown Bonds shall occur simultaneously and automatically upon the Calculation Agent�s determination and designation. If on such date more than one offered rate for LIBOR appears on the page, LIBOR on such date will be the arithmetic mean of such offered rates rounded, if necessary, to the nearest one one hundredth of one percent. If on such date fewer than two offered rates appear on the BBA Official LIBOR Fixings Page, the Calculation Agent will request the principal London, England office of each of at least two major banks, determined by the Calculation Agent, that are engaged in transactions in the London interbank market, to provide the Calculation Agent with its offered quotation for United States dollar deposits for one week to prime banks in the London interbank market as of 11:00 a.m., London, England time, on such date. If at least two such major banks provide the Calculation Agent with such offered quotations, LIBOR on such date will be the arithmetic mean of all such quotations rounded, if necessary, to the nearest one one hundredth of one percent. If on such date fewer than two of the major banks provide the Calculation Agent with such an offered quotation, LIBOR on such date will be the arithmetic mean (rounded, if necessary, to the nearest one�one hundredth of one percent) of the offered rates which one or more leading banks in The City of New York are quoting as of 11:00 a.m., New York City time, on such date to leading European banks for United States dollar deposits for one month; provided, however, that if such banks are not quoting as described above, LIBOR will be the LIBOR applicable to the immediately preceding Interest Accrual Period.
Section 2. Authority.
This Series 2012 Resolution is adopted pursuant to the Act.
Section 3. Findings and Representations.
(a) The findings and representations contained in the Ordinance, the Authorizing Resolutions and the Master Resolution are reaffirmed and such findings and representations, together with the matters contained in the foregoing recitals, are incorporated in this Series 2012 Resolution by reference.
(b) All of the projects set forth in Appendix A to this Series 2012 Resolution are Community Projects.
(c) The aggregate principal amount of the GO Bonds authorized in this Series 2012 Resolution, when aggregated with the aggregate principal amount of all Bonds issued and to be issued pursuant to the Ordinance and the Master Resolution (excluding certain defeased Bonds as described in Section 10.01(D)(i) of the Master Resolution), will not exceed $2,925,750,000.
(d) The portion of the principal amount of the GO Bonds allocable to the Water and Sewer Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Water and Sewer Projects, will not exceed $378,183,000, the dollar limit for such projects set forth in the Water and Sewer Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(e) The portion of the principal amount of the GO Bonds allocable to the Parks and Recreational Facilities Project when aggregated with the principal amount of Bonds issued and to be issued and allocated to Parks and Recreational Facilities Projects, will not exceed $680,258,000, the dollar limit for such projects set forth in the Parks and Recreational Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(f) The portion of the principal amount of the GO Bonds allocable to the Public Infrastructure and Neighborhood Improvement Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Infrastructure and Neighborhood Improvement Projects, will not exceed $352,182,000, the dollar limit for such projects set forth in the Public Infrastructure and Neighborhood Improvement Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(g) The portion of the principal amount of the GO Bonds allocable to the Public Safety Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Safety Facilities Projects, will not exceed $341,087,000, the dollar limit for such projects set forth in the Public Safety Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(h) The portion of the principal amount of the GO Bonds allocable to the Emergency and Healthcare Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Emergency and Healthcare Facilities Projects, will not exceed $171,281,000, the dollar limit for such projects set forth in the Emergency and Healthcare Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(i) The portion of the principal amount of the GO Bonds allocable to the Public Services and Outreach Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Service Outreach Facilities Projects, will not exceed $255,070,000, the dollar limit for such projects set forth in the Public Service Outreach Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(j) The portion of the principal amount of the GO Bonds allocable to the Housing Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Housing Projects, will not exceed $194,997,000, the dollar limit for such projects set forth in the Housing Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(k) The portion of the principal amount of the GO Bonds allocable to the Cultural Library and Multicultural Education Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Cultural Library and Multicultural Education Facilities Projects, will not exceed $552,692,000, the dollar limit for such projects set forth in the Cultural Library and Multicultural Education Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).
(l) The County anticipates that it will meet the Municipal Component requirements contained in Section 12 of each of the Authorizing Resolutions as of the date all Bonds authorized under the Ordinance and the Master Resolution for the Building Better Communities Projects have been issued.
(m) In accordance with Section 2-10.6 of the County Code, Section 218.385, Florida Statutes, as amended, and based upon the advice of the Financial Advisor, and the recommendation of the County Mayor, the negotiated sale of the Drawdown Bonds to RBCCM LLC in a limited offering for resale to the Purchaser (i) is required by the County Code because the unique Drawdown Bond Program was presented to the County as an unsolicited proposal by RBCCM LLC; and (ii) is in the best interest of the County since the Drawdown Bond Program results in lower costs and less risk than the commercial paper program.
(n) The Board has determined that it is in the best interest of the County to accept the unsolicited proposal of RBCCM LLC and to sell the Drawdown Bonds to RBCCM LLC who will in turn sell the Drawdown Bonds in a private sale to the Purchaser upon the terms and conditions described in the County Mayor�s Memorandum and in accordance with the provisions of this Series 2012 Resolution.
The Board approves, authorizes and directs the County Mayor to execute and deliver a Bond Purchase Agreement with RBCCM LLC, in substantially the form on file at the Clerk�s Office as Exhibit A to this Series 2012 Resolution (the �Bond Purchase Agreement�). The execution in final form of the Bond Purchase Agreement for and on behalf of the County by the County Mayor shall be conclusive evidence of the Board�s approval of such Agreement.
The Board approves, and authorizes and directs the County Mayor to execute and deliver a Bondholder�s Agreement with the Purchaser, in substantially the form attached as Exhibit B to this Series 2012 Resolution (the �Bondholder�s Agreement�). The execution in final form of the Bondholder�s Agreement for and on behalf of the County by the County Mayor shall be conclusive evidence of the Board�s approval of such Agreement.
(o) The authority granted to officers of the County in this Series 2012 Resolution is necessary for the proper and efficient implementation of the financing program contemplated by this Series 2012 Resolution, and such authorization is in the best interests of the County.
Section 4. Authorization and Purpose of the GO Bonds; General Terms.
(a) Subject and pursuant to the provisions of this Series 2012 Resolution, the GO Bonds shall be designated �Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series [to be determined],� or such other appropriate designation or designations as shall be determined by the County Mayor after consultation with the County Attorney and Bond Counsel. The GO Bonds are authorized to be issued in one or more series with appropriate designations in an aggregate principal amount not to exceed Six Hundred Seventy-Five Million Dollars ($675,000,000), for the purposes of: (i) financing all or a portion of the cost of the Community Projects, (ii) paying capitalized interest, if any, on the GO Bonds, and (iii) paying the cost of issuance with respect to the GO Bonds.
(b) Other Terms of GO Bonds. GO Bonds (i) shall be issued in one or more Series, with such Series designations, and in such principal amounts, (ii) shall be dated as of such date or dates and remarketed at such time or times, and (iii) shall mature on such date, in such year or years, but not later than forty (40) years from the date of issuance of the GO Bonds, subject to change pursuant to Section 17(a) of this Series 2012 Resolution, all as shall be determined by the County Mayor, after consultation with the Financial Advisor, and set forth in an Omnibus Certificate. The execution and delivery of an Omnibus Certificate shall be conclusive evidence of the Board�s approval of the final terms and provisions of GO Bonds upon the issuance of each Series of GO Bonds.
Section 5. Bond Registrar; Paying Agent.
The Board authorizes and directs the County Mayor to select a Registrar and Paying Agent to act in such capacities for the GO Bonds.
Section 6. Registered Bonds; Book-Entry-Only System.
The GO Bonds shall initially be issued as fully registered bonds in Authorized Denominations, through a book-entry-only system to be maintained by The Depository Trust Company, New York, New York, which book-entry-only system the County elects to establish in accordance with the provisions of Section 4.04 of the Master Resolution.
Section 7. Execution and Delivery of GO Bonds.
The GO Bonds upon initial issuance and upon Conversion shall be executed as provided in the Master Resolution. The County Mayor is authorized and directed to deliver each Series of GO Bonds to, or for the account of, the Underwriter upon receipt of payment of the purchase price for such Series of GO Bonds.
Section 8. Limited Offering Memorandum.
The Board approves the form, use and distribution of a Limited Offering Memorandum with respect to each Series of Drawdown Bonds, in substantially the form attached as Exhibit D to this Series 2012 Resolution (the �Limited Offering Memorandum�) with such changes, deletions, insertions and omissions as may be deemed necessary and approved by the County Mayor upon consultation with the Financial Advisor, the County Attorney and Bond Counsel.
Section 9. Application of Proceeds.
Proceeds from the sale of the GO Bonds shall be applied as follows:
(i) An amount equal to the costs of issuance of the GO Bonds shall be deposited in the Cost of Issuance Account in the Community Project Fund and used to pay the costs of issuance of the GO Bonds.
(ii) The balance of such proceeds shall be deposited in the respective accounts and subaccounts to be created in the Community Project Fund by the County Mayor in accordance with sections 4.05 and 6.03 of the Master Resolution.
Section 10. Terms of Drawdown Bonds.
(a) Issuance; Principal Outstanding. The GO Bonds shall initially be issued as Drawdown Bonds, substantially in the form attached to this Series 2012 Resolution as Appendix I. The Drawdown Bonds may be issued in one or more Series in Authorized Denominations; provided, however, that the principal amount due on the Drawdown Bonds of a particular Series shall be only such amount as has been drawn down by the County and not yet redeemed or converted as reflected by the Schedule of Drawings, Redemptions and Remarketings attached to each of the Drawdown Bonds as Schedule A. The maximum principal amount of GO Bonds that may be issued is $675,000,000 with no more than $400,000,000 in principal amount Outstanding in the Drawdown Mode at any one time. Interest shall accrue only on such principal amount of a Series of Drawdown Bonds as has been actually drawn by the County and not yet converted or redeemed, as reflected on the Schedule of Drawings, Redemptions and Remarketings maintained by the Paying Agent.
(b) Interest Rate. The Drawdown Bonds will accrue interest during each Interest Accrual Period at an interest rate equal to the sum of (1) the SIFMA Index and (2) the Applicable Spread (rounded up to the nearest one hundredth of one percent); provided that for the initial Interest Accrual Period after the date of issuance of a Series of Drawdown Bonds, the Interest Rate Determination Date shall be the second Business Day prior to the issuance of such Series. Interest on the Drawdown Bonds shall be payable on each Interest Payment Date. Upon the occurrence of any Bondholder�s Agreement Event of Default, the Drawdown Bonds shall immediately and automatically bear interest at the Default Rate. During the Amortization Period, the Drawdown Bonds shall bear interest at the Amortization Period Interest Rate. All calculations of interest on the Drawdown Bonds shall be made by the Calculation Agent and will be computed on the basis of the actual number of days elapsed in an actual 365/366 day year. In no event may any Drawdown Bond bear interest in excess of the Maximum Rate.
(c) Increased Costs; Unutilized Fee. While the Purchaser or any affiliate is the Holder or Beneficial Owner of the Drawdown Bonds, including while the Drawdown Bonds are held in a Trust, the County agrees to pay all fees and costs described in Section 2.02 of the Bondholder�s Agreement in accordance with the terms therein and the Unutilized Fee described in Section 2.03 of the Bondholder�s Agreement in accordance with the terms therein.
(d) Drawings. (i) The initial Drawing under the initial Series of Drawdown Bonds shall be in an amount not less than $10,000,000. Each Drawing after such initial Drawing shall be in an amount not less than $1,000,000. The initial Drawing under any additional Series of Drawdown Bonds shall be in the amount set forth in the Omnibus Certificate provided in connection with the issuance of such Series and shall be subject to such $1,000,000 minimum. So long as there is not continuing an uncured Bondholder�s Agreement Event of Default, the County may make additional Drawings under a Drawdown Bond on any day on and prior to the Commitment End Date upon satisfaction of all conditions for Drawings set forth in the Bond Purchase Agreement and delivery of written notice to the Paying Agent, the Underwriter and the Purchaser not less than five Business Days prior to the date of such Drawing substantially in the form attached to the Bond Purchase Agreement as Exhibit A.
(ii) The initial Drawing of each Series of Drawdown Bonds shall be effective on the date of such Drawing. Each subsequent Drawing shall be effective as of the Interest Payment Date next preceding the date of such Drawing or if made on an Interest Payment Date, shall be effective on such Interest Payment Date, upon the Paying Agent�s receipt of immediately available funds from the Underwriter in the amount of such Drawing, plus, if the date of such Drawing is not an Interest Payment Date or the date of issuance of such Drawdown Bonds, accrued interest from the Interest Payment Date next preceding the date of such Drawing; provided, however, that:
(A) no additional Drawing shall be made for an amount that, together with the aggregate cumulative principal amount of all prior Drawings, exceeds $675,000,000;
(B) no additional Drawing shall be made for an amount that would cause the aggregate principal amount of all Drawdown Bonds Outstanding at any one time to exceed $400,000,000; and
(C) no additional Drawing shall be made unless and until the County Mayor shall have consulted with Bond Counsel and ascertained that such additional Drawing shall not cause interest on any of the GO Bonds to become includible in the gross income of the Beneficial Owners thereof for federal income tax purposes.
(iii) The purchase price of the Drawdown Bonds will be 100% of the principal amount of all Drawings, plus, to the extent that the date of the Drawing is not an Interest Payment Date or the date of issuance of such Drawdown Bonds, accrued interest from the Interest Payment Date next preceding the date of such Drawing to but not including the date of the Drawing.
(e) Additional Series of Drawdown Bonds.
(i) One or more additional Series of GO Bonds may be issued under this Series 2012 Resolution, from time to time, at the discretion of the County upon compliance with the conditions set forth in Section 10.01 of the Master Resolution for the issuance of Additional Bonds and the further conditions provided below:
(ii) Before any additional Series of GO Bonds shall be issued under the provisions of this Section 10(e), the County shall deliver to the Paying Agent and the Underwriter:
(A) a request and authorization to the Paying Agent on behalf of the County and signed by an Authorized Officer of the County to authenticate and deliver the additional Series of GO Bonds;
(B) confirmation that the purchase price for the initial Drawing under the additional Series of GO Bonds has been received by the Paying Agent;
(C) an approving opinion of Bond Counsel to the effect that the issuance of the additional Series of GO Bonds has been duly and validly authorized, that the additional Series of GO Bonds constitutes a valid and binding obligation, enforceable against the County in accordance with the terms of such Series (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting the enforcement of creditors� rights generally), that interest on the additional Series of GO Bonds (including any additional Drawings) is not includible in the gross income of the Beneficial Owners of the GO Bonds for federal income tax purposes, and that issuance of the additional Series of GO Bonds will not adversely affect the tax exempt status of any other GO Bond then Outstanding; and
(D) if required by the terms of the Bond Purchase Agreement or is deemed necessary by the County, an update to the Limited Offering Memorandum.
(iii) The County shall provide seven Business Days� notice to the Paying Agent of the issuance of any additional Series of GO Bonds. The Paying Agent shall provide notice to the Underwriter in the same manner that notice is given for additional Drawings under Section 10(d).
(f) Optional Redemption of Drawdown Bonds. Drawdown Bonds are subject to optional redemption in whole or in part at the direction of the County on any Interest Payment Date, with thirty (30) days prior written notice to the Holders, the Owner Representative, the Remarketing Agent, if any, and the Tender Agent, if any, at a Redemption Price equal to 100% of the principal amount thereof plus interest accrued to, but excluding, the Redemption Date. Optional redemptions shall be in minimum aggregate principal amounts of $1,000,000 and at no time may the aggregate principal amount of all Outstanding Drawdown Bonds be less than $10,000,000 unless all Outstanding Drawdown Bonds are repaid in full.
(g) Mandatory Sinking Fund Redemption During an Amortization Period. Drawdown Bonds shall be subject to Amortization Installments during the Amortization Period. During the Amortization Period, the Outstanding Drawdown Bonds shall be subject to mandatory redemption through the operation of a sinking fund, commencing on the Amortization Commencement Date and on each succeeding Amortization Payment Date. The amount of the Amortization Installment due on the Amortization Commencement Date shall equal three-elevenths of the principal amount of Drawdown Bonds outstanding at the beginning of the Amortization Period. The amount of the Amortization Installment due on each Amortization Payment Date after the Amortization Commencement Date shall equal one-eleventh of the principal amount of Drawdown Bonds outstanding at the beginning of the Amortization Period. The balance of any Drawdown Bonds outstanding on the Amortization End Date shall be due and payable on the Amortization End Date. During the Amortization Period, the Redemption Price of the Drawdown Bonds shall be equal to the principal amount of the Drawdown Bonds to be redeemed on such date plus interest accrued to but excluding the Redemption Date. During the Amortization Period, interest on Outstanding Drawdown Bonds shall accrue at the Amortization Period Interest Rate payable monthly in arrears on each Interest Payment Date.
Section 11. Conversion.
(a) Upon written direction of the County, all or a portion of the Drawdown Bonds may be converted to Fixed Rate Bonds on any Interest Payment Date. In order to designate a Fixed Rate for any GO Bonds, at least thirty (30) days prior to the proposed date of such Conversion, the County shall provide written notice substantially in the form of Appendix III (a �Mode Conversion Notice�) to the Registrar, the Remarketing Agent, the Tender Agent, the Purchaser and the Owner Representative. If less than all of the Drawdown Bonds then Outstanding are to be converted to a Fixed Rate Mode, the Drawdown Bonds which are to be so converted shall be selected by the Registrar in such manner as the Registrar deems appropriate subject to the provisions of this Series 2012 Resolution regarding Authorized Denominations of Bonds for a Fixed Rate Mode.
(b) In the event that (i) the requirements of this Section have not been met on or prior to the fifth (5th) Business Day prior to the proposed date of pricing for a scheduled Conversion Date in respect of any GO Bonds or (ii) on or prior to the fifth (5th) Business Day preceding the date proposed as the pricing date for a scheduled Conversion Date, the County notifies the Remarketing Agent and the Registrar that it does not want all GO Bonds which were proposed to be converted to Fixed Rate Bonds on such Conversion Date to be converted to Fixed Rate Bonds, the GO Bonds subject to such Conversion shall remain in the Drawdown Mode. The Registrar shall give prompt notice to the Notice Parties of any event described in the first sentence of this paragraph 11(b). In no event shall the failure of GO Bonds to be converted in accordance with the Mode Conversion Notice for any reason be deemed to be an Event of Default.
Section 12. Mandatory Tender and Purchase Provisions.
(a) Mandatory Tender on Conversion Date. Drawdown Bonds subject to Conversion are subject to mandatory tender on the Conversion Date in accordance with Section 11(a).
(b) Special Mandatory Tender on Special Mandatory Tender Date. Drawdown Bonds which are not subject to the Amortization Period are subject to mandatory tender on the Special Mandatory Tender Date. The Paying Agent shall give notice to the Purchaser, the Underwriter and the County at least thirty (30) days prior to the Special Mandatory Tender Date of the amount of Drawdown Bonds subject to Special Mandatory Tender and otherwise in the manner provided in Section 12(e) of this Series 2012 Resolution.
(c) Agreement to Tender Drawdown Bonds. Any Holder of Drawdown Bonds, by its purchase of the Drawdown Bonds, agrees to tender its Drawdown Bonds to the Tender Agent for purchase on dates on which such Drawdown Bonds are subject to mandatory tender in accordance with this Section and, upon such tender, to surrender such Drawdown Bonds properly endorsed for transfer in blank. In the event that the Tender Agent holds sufficient funds in the Bond Purchase Fund to pay the Purchase Price of any Drawdown Bonds which are subject to mandatory tender for purchase and such Drawdown Bonds are not delivered to the Tender Agent at the time, in the manner and at the place required by this Section, the Undelivered Bonds shall be deemed to have been tendered and purchased by the Tender Agent, and interest accruing on such Undelivered Bonds on and after the applicable Purchase Date shall no longer be payable to the prior Holders thereof. In such event the Tender Agent shall hold the funds representing the Purchase Price for the Undelivered Bonds in a segregated subaccount in the Bond Purchase Fund in trust for the Holders of the Undelivered Bonds. Such prior Holders of the Undelivered Bonds shall have recourse solely to the funds so held by the Tender Agent for the purchase of the Undelivered Bonds and all liability of the County, the Tender Agent and the Paying Agent to the prior Holder thereof for the payment of such Undelivered Bond shall forthwith cease, terminate and be completely discharged, and the Registrar shall not recognize any further transfer of such Undelivered Bonds by such prior Holders. The Registrar or Tender Agent, as the case may be, shall register the transfer of such Undelivered Bonds to the purchaser thereof and shall issue a new Fixed Rate Bond or Fixed Rate Bonds and deliver the same pursuant to Section 4.02 of the Master Resolution, notwithstanding such non delivery.
(d) Notice of Mandatory Tender for Purchase. Notice of any mandatory tender of Drawdown Bonds in substantially the form of Appendix IV (a �Mandatory Tender Notice�) shall be provided by the Registrar or caused to be provided by the Registrar by mailing a copy of the notice of mandatory tender by first class mail at least thirty (30) days prior to the Purchase Date to the Holders of the Drawdown Bonds subject to mandatory tender. The Registrar shall give a copy of any Mandatory Tender Notice given by it to the County, the Tender Agent, the Remarketing Agent, the Purchaser, the Owner Representative and the Rating Agencies at the same time such Notice is given to Holders of Drawdown Bonds. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Holder of an affected Drawdown Bond receives the notice, and the failure of such Holder to receive any such notice shall not affect the validity of the action described in such notice.
(e) Tendered Drawdown Bonds to be Held in Trust. The Tender Agent shall hold all Drawdown Bonds (or portions thereof in Authorized Denominations) delivered to it for purchase pursuant to this Section 12 in trust for the benefit of the respective Holders thereof until moneys representing the Purchase Price or redemption price of such Drawdown Bonds (or portions thereof in Authorized Denominations), as the case may be, shall have been delivered to or for the account of or to the order of the Holders thereof.
Section 13. Remarketing.
(a) With respect to Drawdown Bonds which are required to be tendered for purchase pursuant to Section 12, the Remarketing Agent shall offer for sale the GO Bonds to be converted to the Fixed Rate. The Fixed Rate on each Fixed Rate Bond shall be the rate or rates of interest per annum agreed to by the County and the Remarketing Agent and set forth in the Remarketing Agreement to be the rate or rates of interest at which the Remarketing Agent will purchase all of the Fixed Rate Bonds on the Conversion Date for resale at a price (exclusive of accrued interest, if any) equal to or in excess of 100% of the principal amount thereof. Establishment of each Fixed Rate shall be subject to the parameters set forth in Section 17(a).
(b) IN NO EVENT SHALL THE COUNTY BE REQUIRED TO PROVIDE FUNDS FOR THE PAYMENT OF THE PURCHASE PRICE OF DRAWDOWN BONDS SUBJECT TO TENDER FOR PURCHASE.
(c) The Remarketing Agent shall deliver or cause to be delivered the Fixed Rate Bonds remarketed in accordance with the related Remarketing Agreement and, upon receipt of the proceeds of the sale of the Fixed Rate Bonds, the Tender Agent shall deposit the proceeds of the sale of such Fixed Rate Bonds in the Bond Purchase Fund by 12:00 P.M., New York City time (or such later time as the Paying Agent and the Tender Agent shall permit, but in no event later than such time as shall be necessary to enable the Paying Agent to comply with the procedures of DTC), on such Purchase Date.
(d) There is hereby created and established with the Tender Agent a trust fund to be designated �Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series [To Be Designated] Bond Purchase Fund�.
(e) Amounts on deposit in each Bond Purchase Fund shall not be commingled with the amounts held in any other fund or account under this Series 2012 Resolution. All amounts received by any Tender Agent from the applicable Remarketing Agent representing the purchase price of GO Bonds remarketed by the Remarketing Agent shall be deposited in the Bond Purchase Fund and shall be used only for payments of the Purchase Price of the GO Bonds so remarketed as provided in this Section.
(f) All moneys deposited in any Bond Purchase Fund shall be held in trust by the Paying Agent or the Tender Agent and applied only in accordance with the provisions of this Series 2012 Resolution.
(g) Amounts on deposit in any Bond Purchase Fund shall either be held uninvested by the Tender Agent or be invested at the written direction of the County only in direct obligations of or obligations unconditionally guaranteed by the United States of America, having a maturity of the lesser of thirty (30) days or when needed. Subject to the requirements of any applicable law to the contrary, any amounts on deposit in any Bond Purchase Fund which remain unclaimed for five years after the date such moneys were so deposited shall at the written request of the County be paid by the Tender Agent to the County as its absolute property and free from trust, and the Tender Agent shall thereupon be released and discharged with respect thereto and the Holders of Drawdown Bonds subject to purchase shall look only to the County for the payment of the Purchase Price of such Drawdown Bonds.
(h) Notwithstanding anything in this Series 2012 Resolution to the contrary, neither the Paying Agent nor the Tender Agent shall have any right to, or lien whatsoever upon, any of the amounts on deposit in any Bond Purchase Fund for any payment of fees, expenses or other compensation due and owing by the County to the Paying Agent or any Tender Agent, respectively, for any services rendered under this Series 2012 Resolution.
Section 14. Remarketing Agent; Remarketing Agreements.
(a) RBCCM LLC is appointed principal remarketing agent (in such capacity, the �Principal Remarketing Agent�) for the GO Bonds, and co-remarketing agents (each, a �Co-Remarketing Agent�, and, together with the Principal Remarketing Agent, the �Remarketing Agent�) shall be appointed for each remarketing of GO Bonds from the County�s underwriting pool in accordance with Section 2-10.6 (8) of the County Code, as amended from time to time.
(b) The Board approves, and authorizes and directs the County Mayor to execute and deliver such Remarketing Agreements as needed in substantially the form on file at the Clerk�s Office as Exhibit C to this Series 2012 Resolution (the �Remarketing Agreement�) and with terms consistent with the parameters set forth in Section 17(a) of this Series 2012 Resolution in order to carry out the terms and provisions of each Conversion, all as he or she shall determine to be in the best interests of the County for and on behalf of the County, after consultation with the County Attorney, Bond Counsel and the Financial Advisor. Compensation to the Remarketing Agent payable under any Remarketing Agreement shall not exceed one per cent (1.00%) of the principal amount of the GO Bonds subject to remarketing under such Remarketing Agreement. The execution in final form of each Remarketing Agreement for and on behalf of the County by the County Mayor shall be conclusive evidence of the Board�s approval of such Remarketing Agreement.
(c) The Principal Remarketing Agent may at any time resign and be discharged of its duties and obligations under the Series 2012 Resolution, but not under any Remarketing Agreement then in effect, upon providing at least sixty (60) days� written notice to the other Notice Parties. In such event, the County Mayor shall appoint a successor Principal Remarketing Agent from the County�s underwriting pool in accordance with Section 2-10.6 (8) of the County Code, as amended from time to time, prior to the effective date of such resignation; provided, that, if on or before the Business Day immediately preceding the end of such sixty (60) day period (as such period may have been extended pursuant to clause (1) immediately preceding), the County Mayor shall not have appointed a successor Principal Remarketing Agent, the effective date of such resignation shall be extended to the earlier of an additional thirty (30) days or the date of the appointment of a successor Principal Remarketing Agent, but not to exceed in any event 90 days from the date the Principal Remarketing Agent shall have first provided notice of its resignation in the manner set forth in this Section 14(c). The resignation of the Principal Remarketing Agent shall be effective on the earlier of (i) the date on which a successor is appointed by the County Mayor or (ii) whether or not a successor has been appointed, the end of such additional thirty (30) day period.
(d) The County Mayor may remove the Principal Remarketing Agent and discharge it of its duties and obligations under this Series 2012 Resolution, but not under any Remarketing Agreement then in effect, upon at least two (2) Business Days� written notice to the other Notice Parties, but such removal may occur only under the following circumstances:
(i) the Principal Remarketing Agent is no longer in business or no longer in the business of acting as a remarketing agent for the remarketing of state and local obligations of a character similar to the GO Bonds;
(ii) federal, state or local authorities have initiated or announced their intent to initiate criminal or civil proceedings against, or an investigation into any alleged activities of, the Principal Remarketing Agent, and, in the judgment of the County Mayor, after consultation with the Financial Advisor, there is a significant possibility that such action will adversely affect the ability of the Principal Remarketing Agent to remarket GO Bonds on terms favorable to the County;
(iii) in connection with the pricing of GO Bonds with respect to which the County has delivered a Mode Conversion Notice, the County and Remarketing Agent are unable to agree on the Fixed Rate or Rates of such GO Bonds, the price at which such GO Bonds are to be remarketed, or the compensation due to the Remarketing Agent in connection with the remarketing of such GO Bonds, and, in the judgment of the County Mayor, after consultation with the Financial Advisor, the position of the County with respect to the terms in dispute is reasonable; or
(iv) the Principal Remarketing Agent shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of the Principal Remarketing Agent or of property of the Principal Remarketing Agent, or (ii) admit in writing the inability of the Principal Remarketing Agent to pay its debts generally as they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) be adjudicated a bankrupt or insolvent, or (v) commence a voluntary case under the United States Bankruptcy Code or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against the Principal Remarketing Agent in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing, or (vi) have instituted against it, without its application, approval or consent, a proceeding in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Principal Remarketing Agent an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up or liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of the Principal Remarketing Agent or of all or any substantial part of the assets of the Principal Remarketing Agent or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Principal Remarketing Agent, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) remain undismissed and undischarged for a period of ninety (90) days.
In any such event, the County Mayor shall appoint a successor Principal Remarketing Agent from the County�s underwriting pool in accordance with Section 2-10.6 (8) of the County Code.
Section 15. Preliminary Remarketing Circular and Final Remarketing Circular. In connection with the remarketing and Conversion of the GO Bonds, the Board:
(a) approves the delivery and distribution of a Preliminary Remarketing Circular with respect to the GO Bonds, substantially in the form attached as Exhibit E to this Supplemental Resolution, with such changes, deletions, insertions and omissions as may be deemed necessary and approved by the County Mayor , upon consultation with the Financial Advisor, the County Attorney, and Bond Counsel, and the County Mayor is authorized to deliver the Remarketing Circular on behalf of the County;
(b) approves the delivery and distribution of a final Remarketing Circular with respect to the GO Bonds (the �Remarketing Circular�), in the form of the Preliminary Remarketing Circular, subject to such changes, insertions and deletions as may be deemed necessary and approved by the County Mayor upon consultation with the Financial Advisor, Bond Counsel, the County Attorney and the County Mayor is authorized to deliver the Remarketing Circular on behalf of the County, and
(c) authorizes the delivery and use of the Remarketing Circular by the Remarketing Agent in connection with the remarketing of the GO Bonds.
Section 16. Tender Agent.
(a) The Paying Agent shall act as the Tender Agent for the GO Bonds, unless the County shall subsequently appoint a successor Tender Agent.
(b) Regardless of any other provisions of this Series 2012 Resolution, the Paying Agent and the Tender Agent shall at all times be the same entity.
Section 17. Terms of Fixed Rate Bonds.
(a) From and after its Conversion Date, each Drawdown Bond converted on such Conversion Date shall be a Fixed Rate Bond and bear a Fixed Rate determined as provided in Section 13(a); provided, however, that in no event shall the Fixed Rate exceed the Maximum Rate. Each Drawdown Bond so converted shall bear interest at a Fixed Rate from and after its Conversion Date.
GO Bonds (i) shall be remarketed in one or more Series, with such Series designations, and in such principal amounts, (ii) shall be dated as of such date or dates and remarketed at such time or times, (iii) shall consist of serial Bonds and/or term Bonds, (iv) shall mature on such date, in such year or years, but not later than forty (40) years from the date of issuance of the Drawdown Bonds being remarketed, (v) shall have a true interest cost rate (the �TIC�) applicable to Fixed Rate Bonds remarketed at one time, not to exceed 5.25% per annum, (vi) shall have such Amortization Installments, (vii) shall be sold to the Remarketing Agent at a purchase price not less than one hundred per cent (100.00%) of the Fixed Rate Bonds then subject to remarketing, (viii) may be subject to original issue discount and original issue premium, so long as the net proceeds exceed the aggregate principal amount of the GO Bonds to be remarketed, and (ix) may be subject to redemption prior to maturity; all as set forth in this Section 17 and as may further be determined by the County Mayor, after consultation with the Financial Advisor, and set forth in the related Omnibus Certificate. The execution and delivery of an Omnibus Certificate shall be conclusive evidence of the Board�s approval of the final terms and provisions of Fixed Rate Bonds.
(b) Fixed Rate Bonds shall be substantially in the form of Appendix II to this Series 2012 Resolution and may contain such changes, modifications, additions or deletions as the County Mayor deems necessary or appropriate to reflect such Conversion to a Fixed Rate Mode.
(c) Interest on Fixed Rate Bonds shall be paid in arrears on each Interest Payment Date computed upon the basis of a 360-day year comprised of twelve 30-day months.
(d) Fixed Rate Bonds may be subject to redemption in whole or in part prior to maturity upon such terms and conditions as are set forth in the related Omnibus Certificate. The County shall furnish to each Rating Agency the notice provided in Section 5.02 of the Master Resolution, but the failure to provide such notice shall not affect the validity of any such redemption.
Section 18. Tax Exemption. In accordance with the provisions of Section 9.03 of the Master Resolution, the County covenants to comply with the requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion of interest on the GO Bonds from gross income for federal income tax purposes.
Section 19. Credit Facilities. If the County Mayor demonstrates, after consultation with the Financial Advisor, that there is an economic benefit to the County to secure and pay for one or more Credit Facilities with respect to the Fixed Rate Bonds, the County Mayor is authorized to secure one or more Credit Facilities with respect to the Fixed Rate Bonds. The County Mayor is authorized to provide for the payment of any premiums on or fees for such Credit Facilities and, after consultation with the County Attorney and Bond Counsel, to enter into, execute and deliver such Credit Agreements as may be necessary to secure such Credit Facilities, with the County Mayor�s execution of any such Credit Agreements to be conclusive evidence of the Board�s approval of such agreements.
Any Credit Agreements with any Providers of Credit Facilities shall supplement and be in addition to the provisions of the Ordinance.
Section 20. Continuing Disclosure.
(a) The County agrees to provide or cause to be provided for the benefit of the Beneficial Owners to the Municipal Securities Rulemaking Board (the �MSRB�) in an electronic format prescribed by the MSRB and such other municipal securities information repository as may be required by law or applicable regulation, from time to time (each such information repository, a �MSIR�), the following annual financial information (the �Annual Information�), commencing with the first Fiscal Year ending after the issuance of the initial Series of Drawdown Bonds:
(i) Information relating to assessed values, ad valorem tax collections and exemptions from ad valorem taxes within the County in a form which is generally consistent with the presentation of such information in the Remarketing Circular for such GO Bonds;
(ii) The County's Comprehensive Annual Financial Report utilizing generally accepted accounting principles applicable to local governments.
The information in paragraphs (i) and (ii) above will be available on or before June 1 of each year for the preceding Fiscal Year, commencing on June 1 of the calendar year next succeeding the calendar year in which the related Conversion takes place, and will be made available, in addition to each MSIR, to each Beneficial Owner who requests such information in writing. The County's Comprehensive Annual Financial Report referred to in paragraph (ii) above is expected to be available separately from the information in paragraph (i) above and will be provided by the County as soon as practical after acceptance of the County�s audited financial statements from the auditors by the County. The County's Comprehensive Annual Financial Report is generally available within eight (8) months from the end of the Fiscal Year.
(b) The County agrees to provide or cause to be provided, in a timely manner not in excess of ten (10) business days after the occurrence of the event, to each MSIR in the appropriate format required by law or applicable regulation, notice of occurrence of any of the following events with respect to the GO Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the GO Bonds, or other material events affecting the tax status of the GO Bonds;
(7) modifications to rights of holders of the GO Bonds, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of any property securing repayment of the GO Bonds, if material (the GO Bonds are secured solely by ad valorem taxes levied on property within the County);
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the County (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the County in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the County, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the County);
(13) the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and
(14) appointment of a successor or additional trustee or the change of name of the trustee, if material.
(c) The County agrees to provide or cause to be provided, in a timely manner, to each MSIR, in the appropriate format required by law or applicable regulation, notice of its failure to provide the Annual Information with respect to itself on or prior to the June 1 following the end of the preceding fiscal year.
(d) The obligations of the County under this Section shall remain in effect only so long as the GO Bonds are Outstanding. The County reserves the right to terminate its obligations to provide the Annual Information and notices of material events, as set forth above, if and when the County no longer remains an �obligated person� with respect to the GO Bonds within the meaning of the Rule.
(e) The County agrees that its undertaking pursuant to the Rule set forth in this Section is intended to be for the benefit of the Beneficial Owners and shall be enforceable by the Beneficial Owners if the County fails to cure a breach within a reasonable time after receipt of written notice from a Beneficial Owner that a breach exists; provided that any such Beneficial Owner's right to enforce the provisions of this undertaking shall be on behalf of all Beneficial Owners and shall be limited to a right to obtain specific performance of the County's obligations under this Section in a federal or state court located within the County and any failure by the County to comply with the provisions of this undertaking shall not be a default with respect to the GO Bonds.
(f) Notwithstanding the foregoing, each MSIR to which information shall be provided shall include each MSIR approved by the SEC prior to the issuance of the GO Bonds. In the event that the SEC approves any additional MSIRs after the date of issuance of the GO Bonds, the County shall, if the County is notified of such additional MSIRs, provide such information to the additional MSIRs. Failure to provide information to any new MSIR whose status as a MSIR is unknown to the County shall not constitute a breach of this covenant.
(g) The requirements of subsection (a) above do not necessitate the preparation of any separate annual report addressing only the GO Bonds. The requirements of subsection (a) may be met by the filing of an annual information statement or the County's Comprehensive Annual Financial Report, provided such report includes all of the required Annual Information and is available by the June 1 of each year for the preceding Fiscal Year. Additionally, the County may incorporate any information in any prior filing with each MSIR or included in any Official Statement of the County, provided such Official Statement is filed with the MSRB.
(h) The County reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the County; provided that the County agrees that any such modification will be done in a manner consistent with the Rule.
Except to cure any ambiguity, inconsistency or formal defect or omission in the provisions of this Section, the County covenants as to secondary disclosure (the �Covenants�) may only be amended if:
(i) the amendment is made in connection with a change in circumstances that arises from a change in legal requirements, a change in law or a change in the identity, nature or status of the County or type of business conducted; the Covenants, as amended, would have complied with the requirements of the Rule at the time of the issuance of such GO Bonds, after taking into account any amendments or change in circumstances; and the amendment does not materially impair the interests of the Beneficial Owners, as determined by Bond Counsel or other independent counsel knowledgeable in the area of federal securities laws and regulations; or
(ii) all or any part of the Rule, as interpreted by the staff of the SEC at the date of the adoption of this Series 2012 Resolution, ceases to be in effect for any reason, and the County elects that the Covenants shall be deemed amended accordingly.
Any assertion of beneficial ownership must be filed, with full documentary support, as part of the written request described above.
The Board further authorizes and directs the County Mayor to cause all other agreements to be made or action to be taken as required in connection with meeting the County's obligations as to the Covenants. The County Mayor shall further be authorized to make such additions, deletions and modifications to the Covenants as he shall deem necessary or desirable in consultation with the County Attorney and Bond Counsel.
Section 21. Further Action. The Mayor, the Finance Director, the County Attorney, the Clerk of the Board and other appropriate employees and officials of the County are authorized and directed, collectively or individually, to take all such further action and to execute any and all documents, certificates and other agreements or undertakings necessary or desirable in connection with the issuance of the GO Bonds, the sale of the GO Bonds, the consummation of all transactions in connection with the issuance and sale of the GO Bonds, the Conversion of the Interest Mode of the GO Bonds, and the consummation of all transactions in connection with the remarketing of the GO Bonds subject to Conversion, all as contemplated in this Series 2012 Resolution.
Section 22. Dealings in GO Bonds. The Paying Agent, the Registrar, the Tender Agent, a Credit Facility Provider, the Remarketing Agent, and the County, each in its individual capacity, may in good faith and to the extent otherwise permitted by law, buy, sell, own, hold and deal in any of the GO Bonds, and may join in any action which any Holder of the GO Bonds may be entitled to take with like effect as if it did not act in any capacity hereunder. The Paying Agent, the Registrar, a Credit Facility Provider, the Tender Agent or the Remarketing Agent, each in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the County, and may act as depository, trustee, or agent for any committee or body of Holders of any GO Bonds secured hereby or other obligations of the County as freely as if it did not act in any capacity hereunder or under the Credit Facility.
Section 23. Notices. The County agrees to furnish written notice to each Rating Agency and the Credit Facility Provider, if any, of the following: (i) any change in the Paying Agent or the Tender Agent, (ii) the defeasance of any GO Bonds, and (iii) a change in the Interest Rate Mode on the GO Bonds. Such notices shall be furnished to each such Rating Agency at the addresses below, or such other address as may be specified by such Rating Agency in writing to the County.
Moody�s Investors Service
7 World Trade Center
250 Greenwich Street, 23rd Floor
New York, New York 10007
Attention: Municipal Structured Products Group
Telephone: 212-553-1619
Facsimile: 212-553-1066
Email: [email protected]

Standard & Poor�s Rating Services
55 Water Street, 38th Floor
New York, New York 10041
Attention: Municipal Structured Surveillance
Tel: (212) 438-2021
Fax: (212) 438-2151
E-mail: [email protected]
In addition, the Paying Agent shall, within twenty-five (25) days of the resignation or removal of any Tender Agent or the appointment of a successor Tender Agent give notice thereof by first class mail, postage prepaid, to the owners of the GO Bonds.
Section 24. Several Capacities. Anything herein to the contrary notwithstanding, the same entity may serve hereunder as the Paying Agent, the Tender Agent and a Remarketing Agent, and in any combination of such capacities to the extent permitted by law. Any such entity may in good faith buy, sell, own, hold and deal in any of the GO Bonds and may join in any action which any Owners may be entitled to take with like effect as if such entity were not appointed to act in such capacity, under this Series 2012 Resolution.
Section 25. Limitation on Rights of Credit Facility Provider. Anything provided herein or in this Series 2012 Resolution to the contrary notwithstanding, no Credit Facility Provider shall be entitled to any benefits of this Series 2012 Resolution or any rights specifically granted to it thereunder to consent to, approve or participate in any actions proposed to be taken by the County, a Holder of Fixed Rate Bonds, or any of them pursuant to this Series 2012 Resolution if:
(a) the Credit Facility Provider shall be in default in the due and punctual performance of its payment obligations under the Credit Facility or if the Credit Facility issued by such Credit Facility Provider for whatever reason is not then enforceable and in full force and effect; or
(b) the Credit Facility Provider shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of the Credit Facility Provider or of all or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or shall fail to contest in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against the Credit Facility Provider in any involuntary case under said Federal Bankruptcy Code, or shall take any other action for the purpose of effecting the foregoing; or
(c) any proceeding or case shall be commenced without the application or consent of the Credit Facility Provider, in any court of competent jurisdiction seeking the liquidation, reorganization, dissolution, winding up or composition or readjustment of debts of the Credit Facility Provider or the appointment of a trustee, receiver, custodian, liquidator, sequestrator (or other similar official) or the like, of the Credit Facility Provider or of all or a substantial part of its assets, or similar relief with respect to the Credit Facility Provider under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or for relief, rehabilitation, reorganization, conservation, liquidation or dissolution under Article 16 of the New York Insurance Law or any successor or similar applicable provision of New York law or the law of any other state and such proceeding or case shall continue undismissed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed in effect for a period of sixty (60) consecutive days from the commencement of such proceedings or case, or any order for relief against the Credit Facility Provider shall be entered in an involuntary case under said Federal Bankruptcy Code; or
(d) the Credit Facility Provider shall no longer insure or secure any of the Fixed Rate Bonds.
Section 26. CUSIP Numbers. Any �CUSIP� identification numbers imprinted on the GO Bonds shall not constitute a part of the contract evidenced by the GO Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the GO Bonds. In addition, failure on the part of the County, the Paying Agent or the Registrar to use such CUSIP numbers in any notice to Owners of the GO Bonds shall not constitute an event of default or any similar violation of the County�s contract with such Owners.
Section 27. Powers of Amendment. In addition to any other amendments permitted by this Series 2012 Resolution and as may be provided in an Omnibus Certificate, this Series 2012 Resolution may be amended or modified at any time or from time to time without the consent of, or notice to, the Holders of the GO Bonds, but with the prior written consent of the Credit Facility Provider, if any, if its rights or obligations or the rights of the Beneficial Owners of the Fixed Rate Bonds are adversely affected, and the prior written consent of the Owner Representative, if any, if its rights or obligations or the rights of the Beneficial Owners of the Drawdown Bonds are adversely affected, for one or more of the following purposes:
To make any change to this Series 2012 Resolution affecting only the Fixed Rate Bonds when all GO Bonds have been tendered pursuant to the terms of this Series 2012 Resolution but have not yet been remarketed following such tender;
Effective upon any Conversion Date, to make any amendment affecting only the GO Bonds being converted;
To modify this Series 2012 Resolution or the GO Bonds if at least 30 days� notice of such modification is provided to the Holders of the GO Bonds and the GO Bonds are subject to mandatory tender at any time during such notice period.
Notwithstanding any provision to the contrary herein, any provision of this Series 2012 Resolution expressly recognizing or granting rights in or to a Credit Facility Provider, if any, may not be amended in any manner which affects the rights of the Credit Facility Provider hereunder without the prior written consent of the Credit Facility Provider.
Section 28. Severability. If any one or more of the covenants, agreements or provisions of this Series 2012 Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Series 2012 Resolution or of the GO Bonds.
Section 29. Waiver. The provisions of Resolution No. R-130-06, as amended from time to time, requiring that any contracts of the County with third parties be executed and finalized prior to their placement on the committee agenda is waived at the request of the County Mayor for the reasons set forth in the County Mayor�s Memorandum. Furthermore, the provisions of Resolution [Nos. R-58-10, R-583-10, R-764-10, R-819-10, R-954-10, R-1065-10, R-1133-10, R-1144-10, R-1145-10, R-1148-10 and R-1205-10] are waived to allow for the appropriate timing of cash flows to follow actual project expenditures.
The foregoing resolution was offered by Commissioner , who moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows:

Audrey M. Edmonson, Vice Chairwoman
Bruno A. Barreiro Lynda Bell
Esteban Bovo, Jr. Jos� �Pepe� Diaz
Sally A. Heyman Barbara J. Jordan
Jean Monestime Dennis C. Moss
Rebeca Sosa Sen. Javier D. Souto
Xavier L. Suarez Juan C. Zapata


The Chairperson thereupon declared the resolution duly passed and adopted this 23rd day of January, 2013. This resolution shall become effective ten (10) days after the date of its adoption unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board.
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS

HARVEY RUVIN, CLERK


By:
Deputy Clerk
Approved by County Attorney as to
form and legal sufficiency: _____

Gerald T. Heffernan

Prepared by Bond Counsel:

Greenberg Traurig, P.A.
Edwards & Associates, P.A.

HEADER
Date:

To: Honorable Vice Chairwoman Audrey M. Edmonson
and Members, Board of County Commissioners

From: Carlos A. Gimenez
County Mayor

Subject: Resolution Approving Issuance of Building Better Communities General Obligation Bonds in an Amount not to Exceed $675,000,000 as part of Flexible Drawdown Bond Program

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) adopt the accompanying resolution (Series Resolution) authorizing the issuance of two or more series of general obligation bonds over a four year period in an aggregate principal amount not to exceed $675,000,000 (Bonds) as part of a flexible drawdown bond program (Flexible Drawdown Bond Program) that will provide the County with access to capital funds as needed at a variable rate of interest to finance the cost of any of the $2.925 billion voter approved Building Better Communities Projects (Projects).

The Flexible Drawdown Bond Program was presented to the County as an unsolicited proposal by RBC Capital Markets (RBC) as an alternative to the commercial paper program (CP Program) previously approved by the Board.

Scope
The issuance of the Bonds will have a countywide impact.

Fiscal Impact/Funding Source
Each series of Bonds will be issued pursuant to a private placement with RBC Municipal Products, LLC. (Purchaser). Once issued, the County has the right to draw upon the Bonds in an amount necessary to pay costs of the Projects. The Bonds will initially bear interest on the principal amount of each draw at a rate equal to the Securities Industry and Financial Markets Association�s (SIFMA) short term variable rate tax-exempt index plus a spread of 0.55 percent (Variable Rate of Interest). For example, if SIFMA is 1.00 percent, the interest rate would be 1.00 percent plus 0.55 percent or 1.55 percent. As is the case with the CP Program, the exact amount of interest paid during the four year term of the Flexible Drawdown Bond Program cannot be predicted because the interest rate varies and the amount of principal outstanding from time to time is dependent on the timing of the draws.

Because the Purchaser has agreed to make available up to $400,000,000 for draws at the County�s discretion without charging any interest except on each draw, the Purchaser shall receive an ongoing unutilized/undrawn fee of 0.28 percent on that portion of the $400,000,000 that has not been drawn. For example, if the County draws $100,000,000, the Purchaser shall receive 0.28 percent of $300,000,000 as an unutilized/undrawn fee. The unutilized/undrawn fee is similar to the letter of credit fee the County pays to a letter of credit provider in a CP Program. The actual amount of the unutilized/undrawn fee to be paid by the County during the four year period is difficult to determine because it is dependent upon the timing of the draws[MM2][HF3]. It is anticipated the value of the spread and the unutilized fee could be between $5,000,000 and $6,000,000 during the four year term. Because of letter of credit fees and other expenses associated with the CP Program, the Flexible Drawdown Bond Program fees are estimated to cost $3,000,000 less than the CP Program.

During the period of time the Bonds bear the Variable Rate of Interest, the Bonds are in Drawdown Mode. Throughout the four year period, the County may elect at any time to convert outstanding Bonds in Drawdown Mode to Bonds with a long term maturity of up to 40 years at a fixed interest rate (Fixed Rate Bonds) through a firm remarketing by RBC as the lead remarketing agent with co-remarketing agents selected by the Manager�s Finance Committee pursuant to Ordinance 73-99. Once the Bonds in Drawdown Mode are converted to Fixed Rate Bonds the amount converted would once again be available for draws by the County, provided, the maximum amount of Bonds issued under the Flexible Drawdown Bond Program does not exceed $675,000,000. At the end of the four year period, all outstanding Bonds in the Drawdown Mode must be converted to Fixed Rate Bonds. This is similar to a CP Program in which the commercial paper notes are retired through the issuance of Fixed Rate Bonds periodically and at the end of a set period.

When Bonds are converted to Fixed Rate Bonds, the maturity and interest rate shall be determined by the market at the time of the conversion in accordance with the parameters set forth in the Series Resolution. Any change in those parameters will require approval by the Board. The principal and interest after the conversion will be amortized over their term with redemption provisions set forth in the Series Resolution. [MM4][HF5]

If the Bonds are not converted to Fixed Rate Bonds at the end of the four year period or the County is in default under any of the related program documents identified below, the interest rate on the principal amount of the Bonds will increase to an interest rate that is determined by a formula and will range from 8.50 percent to a maximum of 12.0 percent until the Bonds are converted or the default is cured. At the end of the four year period and during a default, the Purchaser is not obligated to fund any draws requested by the County. This may have an adverse effect on the County�s ability to pay the cost of the Projects when due. There are similar provisions in a CP Program.

The principal of, and interest on, the Bonds and other costs of issuance, including the unutilized/undrawn fee, shall be paid from ad valorem taxes that are assessed through a debt service millage as approved by the voters.

Track Record/Monitoring
The Finance Department will manage the issuance and future sale of the Flexible Drawdown Bonds and the Office of Management and Budget will monitor the use of the proceeds of the Flexible Drawdown Bonds.

MANAGER'S BACKGROUND
Background
On July 7, 2011, the Board adopted Ordinance 11-38 authorizing (i) a CP Program in which commercial paper notes (CP Notes) may be outstanding in an amount not to exceed $400,000,000 at any one time; (ii) the competitive solicitation of letter of credit providers and broker dealers; and (iii) the issuance of general obligation bonds to retire the CP Program notes. A CP Program is a program whereby the County directs the broker dealers to sell CP Notes in variable short term mode in an amount that is determined by the County and the proceeds are given to the County to pay for projects. When the amount of CP Notes outstanding approaches $400,000,000, the County would issue long term bonds and use the long term bond proceeds to pay off the CP Notes. The interest rate on fixed rate long term bonds is generally higher than the interest rate on short term variable rate notes.

The County issued a request for proposal for letter of credit providers and received three responses from qualified letter of credit providers. No one respondent could provide a letter of credit for the $400,000,000 requested by the County. Rather, the three letter of credit respondents would only provide letters of credit in the aggregate amount of $350,000,000. Therefore, in order to avail itself of the lesser $350,000,000 amount, it would be necessary for the County to contract with three different companies. Shortly after the County�s issuance of the CP Program Solicitation, the County received an unsolicited proposal from RBC offering the Flexible Drawdown Bond Program as an alternative to the CP Program.

For the reasons noted below, it is recommended that the County proceed with the Flexible Drawdown Bond Program at this time.

The Flexible Drawdown Bond Program has similar characteristics as a CP Program. They are:
1) Draw funds, as needed, up to the requested $400,000,000;
2) As Bonds in the Flexible Drawdown mode are converted, additional series of Flexible Drawdown Bonds may be issued, provided the aggregate principal amount of all the Bonds does not exceed $675,000,000 and no more than $400,000,000 of draws are outstanding at any one time; and
3) Pay interest at a variable rate on the principal amount of the draws.

In addition, the Flexible Drawdown Bond Program has benefits that may not be realized with a CP Program. They are:
1) It provides the County with the amount of available funding requested in the CP Program Solicitation ($400,000,000) from one source. Under the CP Program Solicitation, only $350,000,000 of available funding would have been provided in the aggregate from three Respondents. The access to less capital would require the County to sell long term fixed rate bonds sooner, reducing the amount of savings associated with a CP Program;
2) Its overall cost of the spread and the unutilized/undrawn fee is estimated to be $3,000,000 less than the cost of the letter of credit and remarketing fee of the CP Program;
3) Its term of four years is one year longer than the longest term offered by any one of the three Respondents to the CP Program Solicitation;
4) Administration of a financial program with one firm is more advantageous than with three firms. Under the CP Program Solicitation, the largest participation offered by any Respondent was $150,000,000. Therefore, the County would have to select all three of the Respondents in order to have access to $350,000,000 of capital; and
5) Interest rate risk is eliminated because there is one Purchaser for the four year period. In the instance of the CP Program Solicitation, three letters of credit providers must be selected in order to have access to a $350,000,000 CP Program. As letter of credit providers are subject to constant credit surveillance, any downgrade in one or more of their credit ratings may result in higher variable interest rates to the County.

The Series Resolution further provides for:
* the County Mayor or the County Mayor�s designee to finalize the terms and conditions, within certain limitations and parameters, of the Bonds;
* a negotiated sale;
* the approval of the form and execution of certain related documents including:
o the Bond Purchase Agreement between RBC and the County;
o the Bondholder Agreement between the initial Purchaser of the Bonds and the County;
o the Limited Offering Memorandum; and
o the Remarketing Agreement.
* the appointment of a Paying Agent and a Bond Registrar;
* the authorization of certain County officials and employees to take all actions necessary in connection with the initial issuance of the Bonds and their subsequent conversion and remarketing.

Since RBC�s proposal gives the County a short term interim financing vehicle that is similar or identical to a commercial paper program but with a savings of $3 million, it is recommended the Board adopt this Series Resolution enabling the County to enter into the Flexible Drawdown Bond Program offered by RBC.

Resolution R-130-06 provides that any County contract with a third party be finalized and executed prior to its placement on the committee agenda. The sale of the Series 2012 Bonds, which will set their final terms, will not occur until after the effective date of this Series Resolution in order to provide the County the maximum flexibility in the market place as described above. Therefore, a waiver of Resolution R-130-06 is necessary.

Attachments


_________________
Edward Marquez
Deputy Mayor