TITLE
RESOLUTION AUTHORIZING ISSUANCE OF NOT TO EXCEED $225,000,000.00 AGGREGATE PRINCIPAL AMOUNT OF MIAMI-DADE COUNTY, FLORIDA SEAPORT REVENUE BONDS, IN ONE OR MORE SERIES, PURSUANT TO SECTION 207 OF MASTER ORDINANCE, TO PAY COSTS OF CERTAIN ADDITIONAL IMPROVEMENTS AND CAPITAL EXPENDITURES; APPROVING ISSUANCE OF BONDS AFTER PUBLIC HEARING AS REQUIRED BY SECTION 147(f) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED; APPROVING LIQUIDITY FACILITY PROVIDER FOR ANY VARIABLE RATE BONDS; AUTHORIZING AMOUNTS DUE TO LIQUIDITY FACILITY PROVIDER TO BE PAYABLE FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES THAT COUNTY COVENANTS TO BUDGET AND APPROPRIATE ANNUALLY, IF SEAPORT REVENUES ARE INSUFFICIENT; PROVIDING FOR CERTAIN DETAILS OF BONDS AND THEIR SALE BY NEGOTIATION; AUTHORIZING MAYOR OR MAYOR�S DESIGNEE, WITHIN CERTAIN LIMITATIONS AND RESTRICTIONS, TO FINALIZE DETAILS, TERMS AND OTHER PROVISIONS OF BONDS AND THEIR NEGOTIATED SALE; APPROVING FORMS AND AUTHORIZING EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS; PROVIDING CERTAIN COVENANTS; AUTHORIZING COUNTY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH ISSUANCE, SALE, EXECUTION AND DELIVERY OF BONDS; AND PROVIDING SEVERABILITY

BODY
WHEREAS, Miami-Dade County, Florida (the �County�), pursuant to Ordinance No. 88-66 enacted by the Board of County Commissioners of Miami-Dade County, Florida (the �Board�) on July 5, 1988 (the �Original Ordinance�), has previously issued $111,375,000.00 aggregate principal amount of Miami-Dade County, Florida Seaport General Obligation Refunding Bonds, Series 2011C, of which $95,205,000.00 are currently outstanding (the �Series 2011C Bonds�), and pursuant to the Original Ordinance, as supplemented by Ordinance No. 13-74 enacted by the Board on July 16, 2013 (the �Supplemental Ordinance�), has previously issued (i) $244,140,000.00 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Bonds, Series 2013A, of which $244,140,000.00 are currently outstanding (the �Series 2013A Bonds�), (ii) $109,220,000.00 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Bonds, Series 2013B (AMT), of which $109,220,000.00 are currently outstanding (the �Series 2013B Bonds�), (iii) $11,825,000.00 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Refunding Bonds, Series 2013C, of which $11,825,000.00 are currently outstanding, and (iv) $17,465,000.00 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Refunding Bonds Series 2013D (AMT), of which $17,465,000.00 are currently outstanding (the �Series 2013D Bonds� and, collectively with the Series 2011C Bonds, the Series 2013A Bonds, the Series 2013B Bonds and the Series 2013C Bonds, the �Outstanding Bonds�); and

WHEREAS, Section 207 of the Original Ordinance authorizes the County to issue Additional Bonds payable from Net Revenues of the Seaport Department on a parity with the Outstanding Bonds; and

WHEREAS, the Supplemental Ordinance authorizes the issuance of not to exceed $885,000,000 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Bonds, in one or more Series (the �New Money Bonds�), as Additional Bonds under the provisions of Section 207 of the Original Ordinance, for the purpose of paying the Costs of the Seaport Projects (as such term is defined in the Supplemental Ordinance), funding the Revenue Bonds Subaccount in the Reserve Account established under the Original Ordinance (whether with proceeds of the New Money Bonds or by deposit of one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit), and paying the costs of issuance of the New Money Bonds, including the premiums on or fees for any Credit Facilities, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, if there is an economic benefit in accordance with the applicable Series Resolutions; and

WHEREAS, the Board has enacted on this day an ordinance (the �Amending Ordinance� and, together with the Original Ordinance and the Supplemental Ordinance, the �Master Ordinance�) amending certain provisions of the Original Ordinance, subject to the terms and conditions set forth in the Amending Ordinance; and

WHEREAS, the Board has determined at this time that it is in the best interests of the County and its citizens to provide for the issuance of Additional Bonds under the provisions of Section 207 of the Master Ordinance, for the purpose of financing the Additional Improvements and the Capital Expenditures described in Exhibit A (the �Series 2014 Project�) to this Resolution (the �Series 2014 Resolution�), which constitute a portion of the Seaport Projects; and

WHEREAS, the Board desires to authorize the issuance of not to exceed $225,000,000 aggregate principal amount of Miami-Dade County, Florida Seaport Revenue Bonds, in one or more Series, which constitute a portion of the New Money Bonds (the �Series 2014 Bonds�), as Additional Bonds under the provisions of Section 207 of the Master Ordinance, for the purpose of paying the Costs of the Series 2014 Project, including funding capitalized interest, if advisable, funding the Revenue Bonds Subaccount in the Reserve Account established under the Original Ordinance (whether with proceeds of the Series 2014 Bonds or by deposit of one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit), and paying the costs of issuance of the Series 2014 Bonds, including the premiums on or fees for any Credit Facilities, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, if there is an economic benefit in accordance with Section 13 of this Series 2014 Resolution; and

WHEREAS, this Series 2014 Resolution constitutes a Series Resolution with respect to each Series of Series 2014 Bonds for all purposes of the Master Ordinance; and

WHEREAS, the Board, on this date, conducted a public hearing with respect to the issuance of the Series 2014 Bonds that will be issued as AMT Bonds in accordance with Section 147(f) of the Code, and having the benefit of the hearing, the Board desires to approve the issuance of the Series 2014 Bonds that will be issued as AMT Bonds as required by Section 147(f) of the Code; and

WHEREAS, based upon the findings set forth in Section 2 of this Series 2014 Resolution, the Board deems it in the best financial interest of the County that the Series 2014 Bonds be sold at a public offering by negotiated sale to the Underwriters named in the Bond Purchase Agreement in accordance with the Bond Purchase Agreement and to authorize the distribution, use and delivery of the Preliminary Official Statement and the Official Statement (as all such terms are hereinafter defined), all relating to the negotiated sale of the Series 2014 Bonds; and

WHEREAS, the Board deems it appropriate, subject to the limitations contained in this Series 2014 Resolution, to authorize the Mayor or Mayor�s designee (the �County Mayor�), to (i) finalize the terms of the Series 2014 Bonds to the extent not provided in the Master Ordinance or this Series 2014 Resolution (collectively, the �Bond Ordinance�), including the number of Series which will be issued, whether the Series 2014 Bonds will be issued as Tax-Exempt Bonds and/or Taxable Bonds, whether the Tax-Exempt Bonds will be issued as AMT Bonds and/or Non-AMT Bonds and whether the Series 2014 Bonds will be issued as Initial Fixed Rate Bonds and/or Variable Rate Bonds; (ii) finalize the terms of the negotiated sale of the Series 2014 Bonds; (iii) determine whether it is advisable to fund capitalized interest on the Series 2014 Bonds; (iv) secure one or more Credit Facilities, one or more Reserve Account Insurance Policies and/or one or more Reserve Account Letters of Credit, if there is an economic benefit in accordance with Section 13 of this Series 2014 Resolution; and (v) select and appoint a Bond Registrar, a Paying Agent, and, in connection with any Series 2014 Bonds issued as Variable Rate Bonds, certain other necessary agents; and

WHEREAS, the Board desires to provide for a book-entry-only system (the �Book-Entry-Only System�) with respect to the Series 2014 Bonds, and to approve, ratify and confirm the Blanket Issuer Letter of Representations previously executed and delivered by the County to The Depository Trust Company, New York, New York (�DTC�) relating to such Book-Entry-Only System; and

WHEREAS, the Board desires to accomplish the purposes outlined in the accompanying memorandum (the �County Mayor�s Memorandum�), a copy of which is incorporated in this Series 2014 Resolution by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA that:

SECTION 1. Recitals, Definitions, Authority and Construction.

(a) Recitals. The recitals contained in the foregoing �WHEREAS� clauses are incorporated as part of this Series 2014 Resolution.

(b) Definitions. Capitalized terms used in this Series 2014 Resolution which are not defined in this Series 2014 Resolution, including Exhibit E hereto, shall have the meanings assigned to such terms in the Master Ordinance, unless otherwise expressly provided or the context otherwise clearly requires. In addition, unless the context otherwise clearly requires, the following capitalized terms shall have the following meanings:

�AMT Bonds� means Tax-Exempt Bonds the interest on which is an item of tax preference for purposes of the alternative minimum tax under the Code.

�Exhibit E� means Exhibit E to this Series 2014 Resolution � Terms and Provisions Applicable to Series 2014 Bonds Issued as Variable Rate Bonds, as the same may be revised in accordance with the provisions of this Series 2014 Resolution.

�Initial Fixed Rate Bonds� means Series 2014 Bonds issued with an interest rate which is fixed in percentage at the date of issue of such Series 2014 Bonds for the term commencing on such date of issue and ending on the maturity date thereof.

�Legally Available Non-Ad Valorem Revenues� means all available revenues and taxes of the County derived from any source whatsoever other than ad valorem taxation on real and personal property but including �operating transfers in� and appropriable fund balances within all Funds of the County over which the Board has full and complete discretion to appropriate the resources in such Fund. As used above, �Funds� means all governmental, proprietary and fiduciary funds and accounts of the County as defined by generally accepted accounting principles.

�Non-AMT Bonds� means Tax-Exempt Bonds the interest on which is not an item of tax preference for purposes of the alternative minimum tax under the Code.

�Omnibus Certificate� means a certificate of the County executed by the County Mayor setting forth, among other things, the information and designations required by Section 3 of this Series 2014 Resolution.

�Regular Record Date� means (i) with respect to the Series 2014 Bonds issued as Initial Fixed Rate Bonds, the fifteenth (15th) day (whether or not a business day) of the calendar month next preceding each Interest Payment Date and (ii) with respect to Series 2014 Bonds issued as Variable Rate Bonds, the meaning given such term in Exhibit E.

�Taxable Bonds� means Series 2014 Bonds, the interest on which is intended on the date of issuance of the Series 2014 Bonds to be included in gross income of the Bondholders thereof for federal income tax purposes.

�Tax-Exempt Bonds� means Series 2014 Bonds, the interest on which is intended on the date of issuance of the Series 2014 Bonds to be excluded from gross income of the Bondholders thereof for federal income tax purposes.

�Underwriters� mean the underwriters identified in and party to the Bond Purchase Agreement.

To the extent that the Series 2014 Bonds are issued in a calendar year other than calendar year 2014, all references to �2014� contained in any defined term in this Series 2014 Resolution shall, without further action of the Board, be replaced with the calendar year in which the Series 2014 Bonds are issued.

(c) Authority. This Series 2014 Resolution is adopted pursuant to the Act.

(d) Rules of Construction. Any reference to any Article, Section or provision of the Constitution or laws of the State, or of federal laws, or rules or regulations, shall include such provisions as amended, modified, revised, supplemented or superseded from time to time; provided that no such change shall be deemed applicable to any particular Series 2014 Bonds in any way that would constitute an unlawful impairment of the rights of the County or any Bondholder.

SECTION 2. Findings. The Board finds, determines and declares as follows:

(a) The County is authorized under the Act and the Bond Ordinance to issue the Series 2014 Bonds to provide funds to pay Costs of the Series 2014 Project.

(b) A public hearing was held by the Board on the date of this Series 2014 Resolution, concerning the issuance of the Series 2014 Bonds that will be issued as AMT Bonds by the County. The time and location of the public hearing was published in The Miami Herald, a newspaper of general circulation in Miami-Dade County, Florida, as evidenced by the affidavit of publication on file with the Clerk�s office as Exhibit B to this Series 2014 Resolution. At the hearing, comments and discussion were requested concerning the issuance of the Series 2014 Bonds that will be issued as AMT Bonds. A reasonable opportunity to be heard was afforded to all persons present at the hearing. By adoption of this Series 2014 Resolution, the Board approves, within the meaning of Section 147(f) of the Code, the issuance of the Series 2014 Bonds that will be issued as AMT Bonds.

(c) In accordance with Section 218.385, Florida Statutes, as amended, and based upon the advice of Public Resource Advisory Group, which is serving as financial advisor to the County in connection with the issuance of the Series 2014 Bonds (the �Financial Advisor�), the negotiated sale of the Series 2014 Bonds is in the best interest of the County because of (i) the lack of familiarity with the Seaport Department credit in the market, (ii) the need for a retail order period to generate retail orders, (iii) the need for significant premarketing activity, and (iv) the need for flexibility to enter the market at a time and adjust the structure in a manner most advantageous to the County.

(d) The sale and issuance of the Series 2014 Bonds and the use of the proceeds of the Series 2014 Bonds, as provided in this Series 2014 Resolution, serve a valid public and County purpose.

(e) The Board has determined that it is in the best interest of the County to appoint the Underwriters from the County�s pool of underwriters and sell the Series 2014 Bonds to them through a negotiated sale but only upon the terms and conditions set forth in this Series 2014 Resolution and as may be determined by the County Mayor, after consultation with the Financial Advisor, in accordance with the terms of this Series 2014 Resolution and set forth in the Bond Purchase Agreement and the Omnibus Certificate.

(f) The authority granted to the County Mayor in this Series 2014 Resolution is necessary for the proper and efficient implementation of the financing program contemplated by this Series 2014 Resolution, and such authorization is in the best interests of the County.

SECTION 3. Authorization and Form of Series 2014 Bonds; Terms and Provisions of Series 2014 Bonds.

(a) Authorization and Form. The Series 2014 Bonds, to be designated as �Miami-Dade County, Florida Seaport Revenue Bonds,� are authorized to be issued in one or more Series, with such Series designations (including their year of issuance) as shall be set forth in the Omnibus Certificate, pursuant to Section 207 of the Original Ordinance and other applicable provisions of the Bond Ordinance. The aggregate principal amount of the Series 2014 Bonds shall not exceed $225,000,000. The Series 2014 Bonds shall be issued to pay Costs of the Series 2014 Project, including to fund capitalized interest, if advisable, fund the Revenue Bonds Subaccount in the Reserve Account established under the Master Ordinance (whether with proceeds of the Series 2014 Bonds or by the deposit of one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit), and pay the costs of issuance of the Series 2014 Bonds, including the premiums on or fees for any Credit Facilities, Reserve Account Insurance Policies
and/or Reserve Account Letters of Credit. Prior to the delivery of the Series 2014 Bonds, there shall be filed with the County Clerk the documents, certificates and opinion required under Section 207 of the Master Ordinance.

Each of the Series 2014 Bonds shall be in substantially the form attached as Exhibit A to the Master Ordinance, which form of Series 2014 Bond is approved, with such variations, omissions and insertions and such filling in of blanks as may be necessary, including, without limitation, as may be necessary to reflect issuance of Variable Rate Bonds, and approved by the County Mayor, after consultation with the County Attorney and Hogan Lovells US LLP and the Law Offices of Steve E. Bullock, P.A. (collectively, �Bond Counsel�), and which are not inconsistent with the provisions of the Bond Ordinance.

(b) Terms and Provisions of the Series 2014 Bonds. The County Mayor is authorized, after consultation with the Financial Advisor, the County Attorney and Bond Counsel, to approve the terms of the Series 2014 Bonds not set forth in this Series 2014 Resolution, including Exhibit E, such approval to be evidenced by the terms and provisions set forth in the Omnibus Certificate, including, without limitation, the aggregate principal amount of the Series 2014 Bonds, whether the Series 2014 Bonds will be issued as Initial Fixed Rate Bonds and/or Variable Rate Bonds, whether the Series 2014 Bonds will be issued as Tax-Exempt Bonds and/or Taxable Bonds, whether the Tax-Exempt Bonds will be issued as AMT Bonds and/or Non-AMT Bonds, the number of Series of Series 2014 Bonds to be issued and the Series designations, the dated date of the Series 2014 Bonds, the interest rates of the Series 2014 Bonds (the initial rate or rates with respect to any Series 2014 Bonds issued as Variable Rate Bonds), the purchase price for the Series 2014 Bonds, the maturity dates of the Series 2014 Bonds, the optional and mandatory redemption terms of the Series 2014 Bonds, if any, the optional and mandatory tender terms of any Series 2014 Bonds issued as Variable Rate Bonds, whether the Series 2014 Bonds shall be Serial Bonds and/or Term Bonds, and the maturity amounts as to Serial Bonds and Amortization Requirements as to Term Bonds; provided, however, that in no event shall: (i) the aggregate principal amount of the Series 2014 Bonds exceed $225,000,000; (ii) the purchase price (excluding original issue discount and original issue premium) be less than 99% of the aggregate principal amount of the Series 2014 Bonds (the �Minimum Purchase Price�); (iii) the true interest cost rate (the �TIC�) on Tax-Exempt and Taxable Bonds (excluding Series 2014 Bonds issued as Variable Rate Bonds) exceed 5.75% and 6.75%, respectively (collectively, the �Maximum TIC�); and (iv) the final maturity of the Series 2014 Bonds be later than forty years from the dated date of the Series 2014 Bonds.

The Series 2014 Bonds shall be issuable only in fully registered form in denominations ((i) with respect to Series 2014 Bonds issued as Initial Fixed Rate Bonds, of $5,000.00 or any integral multiple of $5,000.00; and (ii) with respect to Series 2014 Bonds initially issued as Variable Rate Bonds, as set forth in Exhibit E. Interest on Series 2014 Bonds which are Initial Fixed Rate Bonds shall be payable semiannually on April 1 and October 1 of each year, commencing on the date determined by the County Mayor and set forth in the Omnibus Certificate. Series 2014 Bonds which are Variable Rate Bonds shall bear interest and have Interest Payment Dates as provided in Exhibit E

Each Series of the Series 2014 Bonds shall be initially numbered consecutively from R-1 and upwards.

(c) Exhibit E. The terms and provisions of Exhibit E, which terms and provisions shall be applicable to Series 2014 Bonds issued as Variable Rate Bonds, if any, subject to such changes, insertions and omissions to Exhibit E as may be approved by the County Mayor, after consultation with the Financial Advisor, the County Attorney and Bond Counsel, are hereby approved. If any changes, insertions or omissions are made to Exhibit E, a revised Exhibit E shall be attached to the Omnibus Certificate and Exhibit E for purposes of this Series 2014 Resolution and such Series 2014 Bonds shall be such revised Exhibit E.

SECTION 4. Execution and Authentication of Series 2014 Bonds. The Series 2014 Bonds shall be executed and authenticated as provided in the Master Ordinance.

SECTION 5. Special Obligations of County.

(a) Pledge of Net Revenues. The principal of, premium, if any, and interest on the Series 2014 Bonds shall be payable solely from the Net Revenues of the Seaport Department pledged to the payment thereof under the Master Ordinance, as more specifically provided in the Master Ordinance, and nothing in the Series 2014 Bonds or the Bond Ordinance shall be construed as obligating the County to pay the principal of, premium, if any, and interest on the Series 2014 Bonds except from such Net Revenues or as pledging the full faith and credit of the County or as obligating the County, directly or indirectly or contingently, to levy or to pledge any form of taxation whatever therefor.

Notwithstanding anything to the contrary contained in the Bond Ordinance, the Purchase Price of any Series 2014 Bonds issued as Variable Rate Bonds shall be payable from the sources set forth in Exhibit E and shall not be secured by a lien upon or pledge of the Net Revenues of the Seaport Department.

(b) Covenant to Budget and Appropriate for the Benefit of Liquidity Facility Provider. The County hereby covenants and agrees to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, Legally Available Non-Ad Valorem Revenues of the County in an amount which, together with any other legally available revenues budgeted and appropriated for such purposes, shall equal the amount for the applicable Fiscal Year required to be paid to the provider of any Liquidity Facility for the Series 2014 Bonds issued as Variable Rate Bonds (the �Series 2014 Liquidity Facility Provider�), to the extent such amount for the applicable Fiscal Year shall not be paid from Net Revenues.

The obligation of the County pursuant to this Section 5(b) includes an obligation to make amendments to the budget of the County to assure compliance with the terms and provisions hereof. The covenant and agreement on the part of the County to budget and appropriate sufficient amounts of Legally Available Non-Ad Valorem Revenues shall extend only to the Series 2014 Liquidity Facility Provider and not to any Bondholder, shall be cumulative and shall continue until such Legally Available Non-Ad Valorem Revenues in amounts, together with any other legally available revenues budgeted and appropriated for such purposes, sufficient to make all required payments to the Series 2014 Liquidity Facility Provider as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid in accordance with the requirements relating to the Liquidity Facility for the Series 2014 Bonds issued as Variable Rate Bonds (the �Series 2014 Liquidity Facility�).

(c) Limitations on Covenant to Budget and Appropriate. Nothing contained in this Series 2014 Resolution shall preclude the County from pledging any of its Legally Available Non-Ad Valorem Revenues or other revenues to other obligations, nor shall it give the Series 2014 Liquidity Facility Provider a prior claim on the Legally Available Non-Ad Valorem Revenues until they are actually deposited in the accounts created for such purpose pursuant to the Series 2014 Liquidity Facility. The County may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the County to budget, appropriate and make payments under this Series 2014 Resolution from its Legally Available Non-Ad Valorem Revenues is subject to the availability of Legally Available Non-Ad Valorem Revenues of the County after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the C
ounty.

Nothing in this Series 2014 Resolution shall be deemed to create a pledge of or lien, legal or equitable, on the Legally Available Non-Ad Valorem Revenues, the ad valorem tax revenues of the County, or any other revenues of the County, or to permit or constitute a mortgage or lien upon any assets owned by the County, other than as specifically described in this Series 2014 Resolution. The Series 2014 Liquidity Facility Provider shall not have the right to compel any exercise of the ad valorem taxing power of the County for any purpose, including, without limitation, to pay any amount required to be paid to the Series 2014 Liquidity Facility Provider pursuant to the terms of the Series 2014 Liquidity Facility.

SECTION 6. Payment of Series 2014 Bonds. Payment of principal of, premium, if any, and interest on the Series 2014 Bonds shall be made in accordance with the provisions of the Master Ordinance to the Bondholder of the Series 2014 Bond as of the close of business on the Regular Record Date applicable to that Interest Payment Date; provided, however, that (i) so long as the ownership of such Series 2014 Bonds are maintained in a Book-Entry-Only System by a securities depository, such payment shall be made by automatic funds transfer (�wire�) to such securities depository or its nominee and (ii) if such Series 2014 Bonds are not maintained in a Book-Entry-Only System by a securities depository, upon written request of the Bondholder of $1,000,000.00 or more in principal amount of Series 2014 Bonds delivered to the Paying Agent at least 15 days prior to an Interest Payment Date, interest may be paid when due by wire if such Bondholder advances to the Paying Agent the amount necessary to pay the wire charges or
authorizes the Paying Agent to deduct the amount of such payment. If and to the extent, however, that the County fails to make payment or provision for payment on any Interest Payment Date of interest on any Series 2014 Bond, that interest shall cease to be payable to the person who was the Bondholder of that Series 2014 Bond as of the applicable Regular Record Date. In that event, when moneys become available for payment of the delinquent interest, the Paying Agent shall establish a special interest payment date (the �Special Interest Payment Date�) for the payment of that interest, and a special record date (the �Special Record Date�), which Special Record Date shall be not more than 15 nor fewer than 10 days prior to the Special Interest Payment Date; and the Paying Agent shall cause notice of the Special Interest Payment Date and of the Special Record Date to be mailed not fewer than 10 days preceding the Special Record Date to each person who was a Bondholder of such Series 2014 Bond at the close of bu
siness on the 15th day preceding said mailing to such person�s address as it appears on the registration books kept by the Bond Registrar on that 15th day preceding the mailing of such notice and, thereafter, the interest shall be payable to the person who was the Bondholder of such Series 2014 Bond (or one or more predecessor Series 2014 Bonds) as of the close of business on the Special Record Date.

SECTION 7. Conditional Notice of Redemption. If the Series 2014 Bonds or any portion thereof are to be optionally redeemed pursuant to the terms authorized in this Series 2014 Resolution, the County may provide a conditional notice of redemption of such Series 2014 Bonds in accordance with the terms set forth below, and the County Mayor is authorized, in his discretion, to add to the form of Series 2014 Bonds a provision reflecting this right:

Conditional Notice of Redemption. In the case of an optional redemption, the notice of redemption may state that (1) it is conditioned upon the deposit of moneys with the Paying Agent or with an escrow agent under an escrow deposit agreement, in amounts necessary to effect the redemption, no later than the redemption date or (2) the County retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a �Conditional Redemption�), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned �Conditional Notice of Redemption.� Any Conditional Redemption may be rescinded at any time prior to the redemption date if the County delivers a written direction to the Paying Agent directing the Paying Agent to rescind the redemption notice. The Paying Agent shall give prompt notice of such rescission to the affected Bo
ndholders. Any Series 2014 Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the County to make such moneys available shall constitute an Event of Default. The County shall give immediate notice to each MSIR (as hereinafter defined) and the affected Bondholders that the redemption did not occur and that the Series 2014 Bonds called for redemption and not so paid remain Outstanding.

SECTION 8. System of Certificated and Uncertificated Registration. There is established a system of registration with respect to the Series 2014 Bonds as permitted by Chapter 279, Florida Statutes, as amended, pursuant to which both certificated and uncertificated registered Series 2014 Bonds may be issued. The system shall be as described in the Official Statement. The Series 2014 Bonds shall be initially issued as book-entry-only bonds through the Book-Entry-Only System maintained by DTC which will act as securities depository for the Series 2014 Bonds. The Board reserves the right to amend, discontinue or reinstitute the Book-Entry-Only System from time to time, subject to the rights of Bondholders contained in the Bond Ordinance.

Neither the County, the Bond Registrar nor the Paying Agent shall be liable for the failure of the securities depository of the Series 2014 Bonds to perform its obligations as described in the Official Statement, nor for the failure of any participant in the Book-Entry-Only System maintained by the securities depository to perform any obligation such participant may have to a beneficial owner of any Series 2014 Bonds.

The Board approves, ratifies and confirms the Blanket Issuer Letter of Representations previously executed and delivered by the County to DTC. The County Mayor is authorized to execute any additional documentation required by DTC, as securities depository of the Series 2014 Bonds, in connection with the issuance of the Series 2014 Bonds through DTC�s Book-Entry-Only System.

SECTION 9. Appointment of Paying Agent, Bond Registrar and Other Agents. The County Mayor is authorized to appoint a Paying Agent, a Bond Registrar, and if any Series 2014 Bonds are issued as Variable Rate Bonds, such other agents as may be required under the provisions of Exhibit E, after a competitive process and consultation with the Financial Advisor and, after consultation with the County Attorney and Bond Counsel, to execute any necessary agreements with such parties.

SECTION 10. Approval of Bond Purchase Agreement and Authorization to Award the Sale of the Series 2014 Bonds. The Board approves the Bond Purchase Agreement in substantially the form on file with the Clerk�s office as Exhibit C to this Series 2014 Resolution, with such additions, deletions and completions as may be necessary and approved by the County Mayor in accordance with the terms of this Series 2014 Resolution after consultation with the Financial Advisor, Bond Counsel and the County Attorney. Upon compliance by the Underwriters with the requirements of Section 218.385, Florida Statutes, as amended, the County Mayor, after consultation with the Financial Advisor, is authorized and directed to award the sale of the Series 2014 Bonds to the Underwriters upon the terms described in Section 3(b) of this Series 2014 Resolution and to finalize the terms of, and to execute the Bond Purchase Agreement between the County and the Underwriters and to deliver the Bond Purchase Agreement. The execution and deliv
ery of the Bond Purchase Agreement by the County Mayor shall be conclusive evidence of the Board�s approval of any such additions, deletions and completions and acceptance of the Underwriters� proposal to purchase the Series 2014 Bonds. The Board approves the negotiated sale of the Series 2014 Bonds to the Underwriters upon the final terms and conditions in this Series 2014 Resolution and as set forth in the Omnibus Certificate and the Bond Purchase Agreement.

SECTION 11. Approval of the Preliminary Official Statement and Final Official Statement. The use and distribution of the Preliminary Official Statement (the �Preliminary Official Statement�) in connection with the offering and sale of the Series 2014 Bonds in substantially the form attached as Exhibit D to this Series 2014 Resolution is approved, with such variations, omissions and insertions and such filling in of blanks as may be necessary and approved by the County Mayor, after consultation with the Financial Advisor, the County Attorney, Bond Counsel and Edwards Wildman Palmer LLP and Rasco Klock Perez & Nieto, P.L. (collectively, �Disclosure Counsel�). The County Mayor is authorized to deem the Preliminary Official Statement �final� for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the �Rule�). The County Mayor is authorized and directed to deliver the final Official Statement (the �Official Statement�) in connection with the offering and sale of the Series 2014 Bonds. The
Official Statement shall be in substantially the form of the Preliminary Official Statement, with such variations, omissions and insertions and such filling in of blanks as may be necessary and approved by the County Mayor, after consultation with the Financial Advisor, the County Attorney, Bond Counsel and Disclosure Counsel, with the delivery of the Official Statement by the County Mayor being conclusive evidence of the Board�s approval of any such variations, omissions and insertions and such filling in of blanks.

SECTION 12. Series 2014 Liquidity Facility Provider. The Board, after consultation with the Financial Advisor, has determined that it is in the best interest of the County to appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd. as the Series 2014 Liquidity Facility Provider. The County Mayor is authorized, after consultation with the County Attorney and Bond Counsel, to enter into, execute and deliver any customary agreements required by the Series 2014 Liquidity Facility Provider in connection with the issuance of the Series 2014 Liquidity Facility, with the County Mayor�s execution and delivery of any such agreements to be conclusive evidence of the Board�s approval of such agreements. Any such agreements shall supplement and be in addition to the provisions of the Bond Ordinance.

SECTION 13.Credit Facilities, Reserve Account Insurance Policies and Reserve Account Letters of Credit. If the County Mayor demonstrates, after consultation with the Financial Advisor, that there is an economic benefit to the County to obtain and pay for one or more Credit Facilities, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit with respect to the Series 2014 Bonds, the County Mayor is authorized to secure one or more Credit Facilities, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit with respect to the Series 2014 Bonds. The County Mayor is authorized to provide for the payment of any premiums on or fees for such Credit Facilities, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit from the proceeds of the issuance of the Series 2014 Bonds and, after consultation with the County Attorney and Bond Counsel, to enter into, execute and deliver any agreements as may be necessary to secure such Credit Facilities, Reserve Account
Insurance Policies and/or Reserve Account Letters of Credit, with the County Mayor�s execution of any such agreements to be conclusive evidence of the Board�s approval of such agreements. Any such agreements shall supplement and be in addition to the provisions of the Bond Ordinance.

SECTION 14. Application of Series 2014 Bond Proceeds. (a) The proceeds received from the sale of the Series 2014 Bonds shall be deposited and applied as follows:

(i) To the extent not satisfied by the deposit of one or more Reserve Account Insurance Policies and/or one or more Reserve Account Letters of Credit, proceeds of the Series 2014 Bonds in an amount equal to the increase in the Reserve Account Requirement resulting from the issuance of the Series 2014 Bonds shall be deposited in the Revenue Bonds Subaccount in the Reserve Account established under the Master Ordinance.

(ii) Proceeds of the Series 2014 Bonds in an amount necessary to pay the costs of issuance of the Series 2014 Bonds shall be deposited in a special account created in the Construction Fund and designated the �Miami-Dade County, Florida Seaport Revenue Bonds, Series 2014_ Cost of Issuance Account� (inserting the Series designation, as applicable) (the �Series 2014_ Cost of Issuance Account� (inserting the Series designation, as applicable)), to be held by the County and applied to such costs of issuance of the Series 2014 Bonds; provided, however, that any premiums on or fees for Credit Facilities, Reserve Account Insurance Policies and/or a Reserve Account Letters of Credit payable by the County may be paid directly by the Underwriters from the proceeds of the Series 2014 Bonds.


(iii) The balance of the proceeds of the Series 2014 Bonds and any amount remaining in the Cost of Issuance Account created under (ii) above six (6) months (or such shorter period as the County Mayor shall determine) following the issuance of the Series 2014 Bonds shall be deposited in a special account created in the Construction Fund with respect to the Series 2014 Project and designated the �Miami-Dade County, Florida Seaport Revenue Bonds, Series 2014_ Construction Account� (inserting the Series designation, as applicable) (the �Series 2014_ Construction Account�) (inserting the Series designation, as applicable), to be held by the County and applied to the payment of the Costs of the Series 2014 Project (other than as described under (i) and (ii) above and the next succeeding sentence). If the County Mayor determines that it is advisable to fund capitalized interest on the Series 2014 Bonds, proceeds of the Series 2014 Bonds in such amount as shall be set forth in the Omnibus Certificate shall be deposi
ted in a special subaccount to be created in the Series 2014_ Construction Account and designated the �Series 2014_ Capitalized Interest Subaccount� (inserting the Series designation, as applicable) (the �Series 2014_ Capitalized Interest Subaccount�) (inserting the Series designation, as applicable), to be held by the County and applied to the payment of capitalized interest on the Series 2014 Bonds.

(b) To the extent the Series 2014 Bonds are issued in a year other than 2014, the designations of each of the Cost of Issuance Accounts and the Series 2014_ Construction Account created under (a)(ii) and (a)(iii) above shall be modified accordingly as set forth in the Omnibus Certificate. In addition, if more than one Series of Series 2014 Bonds are issued, separate accounts and subaccounts may be created and designated with respect to each Series of Series 2014 Bonds and the above deposits shall be made with respect to each Series of Series 2014 Bonds, all as set forth in the Omnibus Certificate.

SECTION 15. Tax Covenants. The County covenants to take the actions required of it for interest on the Tax-Exempt Bonds to be and to remain excluded from gross income of the Bondholders for federal income tax purposes (other than interest on any Tax-Exempt Bonds issued as AMT Bonds and held by a person who is deemed a �substantial user� of the Series 2014 Project or a �related person� within the meaning of Section 147(a) of the Code), and not to take any actions that would affect that exclusion. In furtherance of the foregoing covenant, the County agrees that it will comply with the provisions of a tax compliance certificate to be prepared by Bond Counsel and executed and delivered on the date of issuance of the Tax-Exempt Bonds. The County Mayor and the Seaport Director (or his duly authorized designee) are each authorized to execute and deliver such tax compliance certificate.

Notwithstanding anything in this Series 2014 Resolution to the contrary, the requirement of the County to rebate any amounts due to the United States pursuant to Section 148 of the Code shall survive the payment or provision for payment of the principal, interest and redemption premium, if any, with respect to the Tax-Exempt Bonds or any portion of the Tax-Exempt Bonds.

SECTION 16. Continuing Disclosure.

(a) The County agrees, in accordance with the provisions of, and to the degree necessary to comply with, the continuing disclosure requirements of the Rule to provide or cause to be provided for the benefit of the beneficial owners of the Series 2014 Bonds (the �Beneficial Owners�) to the Municipal Securities Rulemaking Board (�MSRB�) in an electronic format prescribed by the MSRB and such other municipal securities information repository as may be required by law or applicable legislation, from time to time (each such information repository, a �MSIR�), the following annual financial information (the �Annual Information�), commencing with the Fiscal Year ending after the issuance of the Series 2014 Bonds:

(i) With respect to the Seaport Department, Revenues, Operating Expenses (Seaport Operations), Net Revenues and statistical information concerning the number of cruise line passengers and volume of cargo tonnage, amount of Bonds outstanding and debt service coverage on indebtedness secured by Net Revenues, all in a form which is generally consistent with the presentation of such information in the Official Statement; and

(ii) The Seaport Department�s Comprehensive Annual Financial Report utilizing generally accepted accounting principles applicable to local governments.

The information in clauses (i) and (ii) above is expected to be available on or before June 1 of each year for the preceding Fiscal Year. The Seaport Department�s Comprehensive Annual Financial Report referred to in clause (ii) above is expected to be available separately from the information in clause (i) above and shall be provided by the County as soon as practical after acceptance of the audited financial statements from the auditors by the Seaport Department. If not available within eight (8) months from the end of the Fiscal Year, unaudited information will be provided in accordance with the time frame set forth above and audited financial statements will be provided as soon after such time as they become available.

(b) The County agrees to provide or cause to be provided to each MSIR in the appropriate format required by law or applicable regulation, in a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events with respect to the Series 2014 Bonds:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults, if material;

(iii) unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) unscheduled draws on credit enhancements reflecting financial difficulties;

(v) substitution of credit facility providers, or their failure to perform;

(vi) 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 Series 2014 Bonds, or other material events affecting the tax status of the Series 2014 Bonds;

(vii) modifications to rights of holders of the Series 2014 Bonds, if material;

(viii) bond calls, if material, and tender offers;

(ix) defeasances;

(x) release, substitution, or sale of any property securing repayment of the Series 2014 Bonds, if material;

(xi) rating changes;

(xii) 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);

(xiii) 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

(xiv) the appointment of a successor or additional trustee or the change of name of a 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 June 1 following the end of the preceding Fiscal Year.

(d) The obligations of the County under this Section 16 shall remain in effect only so long as the Series 2014 Bonds are Outstanding. The County reserves the right to terminate its obligations to provide the Annual Information and notices of the occurrence of the events specified in subsection (b) above if and when the County no longer remains an �obligated person� with respect to the Series 2014 Bonds within the meaning of the Rule.

(e) The County agrees that its undertaking pursuant to the Rule set forth in this Section 16 is intended to be for the benefit of the Beneficial Owners of the Series 2014 Bonds 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, however, that any 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 16 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 Series 2014 Bonds.

(f) Notwithstanding the foregoing, each MSIR to which information shall be provided shall include each MSIR approved by the Securities and Exchange Commission prior to the issuance of the Series 2014 Bonds. In the event that the Securities and Exchange Commission approves any additional MSIRs after the date of issuance of the Series 2014 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 Series 2014 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 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 final official statement of the County, provided such final 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.

(i) Except to cure any ambiguity, inconsistency or formal defect or omission in the provisions of this Section 16, the County�s covenants as to continuing 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 award of the Series 2014 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 Disclosure 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 Securities and Exchange Commission at the date of adoption of this Series 2014 Resolution, ceases to be in effect for any reason, and the County elects that the Covenants shall be deemed amended accordingly.

(j) Any assertion of beneficial ownership must be filed with the County, along with full documentary support as part of the written request described above.

(k) 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, Bond Counsel and Disclosure Counsel.

SECTION 17. Modification or Amendment. This Series 2014 Resolution shall constitute a contract between the County and the Bondholders of the Series 2014 Bonds. Except as provided in this Series 2014 Resolution, no material amendment or modification of this Series 2014 Resolution or of any amendatory or supplemental resolution may be made without the consent of the Bondholders of fifty-one percent (51%) or more in principal amount of the Series 2014 Bonds then outstanding; provided, however, that no amendment or modification shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on the Series 2014 Bonds, or (b) a reduction in the principal amount of the Series 2014 Bonds or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of Net Revenues other than the lien and pledge created by the Master Ordinance or permitted to be created by the Master Ordinance, or (d) a preference or priority of the Series
2014 Bonds over any other Series 2014 Bonds, or (e) a reduction in the aggregate principal amount of the Series 2014 Bonds required for consent to amendment or modification.

Notwithstanding anything in this Series 2014 Resolution to the contrary, this Series 2014 Resolution may be amended without the consent of the Bondholders of the Series 2014 Bonds to provide clarification, correct omissions, make technical changes, comply with State laws, make such additions, deletions or modifications as may be necessary to assure compliance with Section 148 of the Code or otherwise as may be necessary to assure exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes, and make such other amendments as provided in Section 1001 of the Master Ordinance and that do not materially adversely affect the interest of Bondholders of the Series 2014 Bonds then Outstanding.

SECTION 18. Authorization of Further Actions. The County Mayor, the Finance Director, the County Attorney, the Clerk and other officers, employees and agents of the County are hereby authorized and directed to do all acts and things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to consummate the issuance of the Series 2014 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Series 2014 Resolution, the Series 2014 Bonds and the related documents. In the event that the County Mayor, the Finance Director, the Clerk or the County Attorney is unable to execute and deliver the contemplated documents, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the County.

SECTION 19. Severability; Resolution Controlling. In case any one or more of the provisions of this Series 2014 Resolution or any approved document shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series 2014 Resolution or such document, as the case may be, and such other provisions shall be construed and enforced as if such illegal or invalid provisions had not been contained. All or any part of resolutions or proceedings in conflict with the provisions of this Series 2014 Resolution are to the extent of such conflict repealed or amended to the extent of such inconsistency.

SECTION 20. Governing Law; Venue. The Series 2014 Bonds are to be issued and this Series 2014 Resolution is adopted and such other documents necessary for the issuance of the Series 2014 Bonds shall be executed and delivered with the intent that, except to the extent otherwise specifically provided in such documents, the laws of the State shall govern their construction. Except as otherwise specifically provided in any such documents, venue shall lie in Miami-Dade County, Florida.

SECTION 21. No Recourse Against County�s Officers. No covenant, agreement or obligation contained in this Series 2014 Resolution shall be deemed to be a covenant, agreement or obligation of any present or future official, officer, employee or agent of the County in the individual capacity of such person, and no official, officer, employee or agent of the County executing the Series 2014 Bonds shall be liable personally on the Series 2014 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2014 Bonds. No official, officer, employee, agent or advisor of the County shall incur any personal liability with respect to any other action taken by such person pursuant to this Series 2014 Resolution, provided the official, officer, employee, agent or advisor acts in good faith, but this Section 21 shall not relieve any official, officer, employee, agent or advisor of the County from the performance of any official duty provided by law or this Series 2014 Resolution.

SECTION 22. Waivers. The provisions of Resolution No. R-130-06, as amended, requiring that any contracts of the County with third parties be executed and finalized prior to their placement on the committee agenda are waived at the request of the County Mayor for the reasons set forth in the County Mayor�s Memorandum.

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Date: May 6, 2014

To: Honorable Chairwoman Rebeca Sosa
and Members, Board of County Commissioners

From: Carlos A. Gimenez
County Mayor

Subject: Resolution Authorizing the Issuance of Not to Exceed $225 Million of Seaport Revenue Bonds

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) adopt the attached Resolution, which does the following:
* Approves the issuance, in an aggregate principal amount of not to exceed $225 million, in Seaport Revenue Bonds (2014 Bonds), in one or more series as fixed rate and/or variable rate obligations, to finance projects that have been previously approved by the Board and are included in the Seaport Department�s Capital Improvement Plan (CIP). The projects to be funded are listed in Attachment 1 to this transmittal memo and are in two major components as follows:
1. Seaport Tunnel Project ($180 million) that will connect Dodge/Lummus Island with Watson Island via a tunnel; and
2. Seaport Infrastructure Projects ($20 million) that include:
* improvements to Seaboard cargo yard;
* acquisition of additional super post-Panamax gantry cranes; and
* improvements and upgrades to Port-wide facilities.
* Approves the selection of a liquidity provider to provide a direct pay letter of credit for the variable rate series of the 2014 Bonds and a covenant to annually budget and appropriate from legally available non ad-valorem revenues any amounts due to be paid to the liquidity provider if Seaport Revenues are insufficient to make such payment.
* Approves the payment of additional costs as follows: (i) making a deposit to the Reserve Account (up to $7.2 million); and (ii) paying costs of issuance ($1.9 million), including the premium cost of any Reserve Facilities; and making available additional authorization in the amount of $15.8 million in the event more principal is needed if interest rates go up at the time of pricing which would impact the amount of proceeds available for the Projects.

Scope
The issuance of the 2014 Bonds will have a countywide impact.

Fiscal Impact/Funding Source
The principal and interest on the 2014 Bonds will be payable from Net Revenues of the Seaport. Net Revenues are the excess of Revenues over Operating Expenses (Seaport Operations).

Based on market conditions on March 10, 2014, the purchasers, as part of the purchase price of the 2014 Bonds, will most likely pay an estimated premium in the amount of $505,726, therefore the aggregate principal amount of the 2014 Bonds is estimated to be $209.1 million and the County would pay interest in the amount of $204.66 million over the 35 year life of the 2014 Bonds.

Pursuant to Resolution R-1313-09, Attachment 2 to this transmittal memorandum reflects the proposed structure for the 2014 Bonds based on the market as of March 10, 2014. It includes a substantial number of Bonds in multiple series in a variable interest rate mode and fixed rate mode. Updates to Attachment 2 will be provided at the time the Series 2014 Resolution is by the full Board. A final pricing report will be distributed to the Board after the 2014 Bonds are awarded to the Underwriters. The 2014 Bonds are anticipated to be issued in April 2014.


Track Record/Monitoring
The 2014 Bonds and the Seaport�s CIP Projects shall be managed by Bill Johnson, Port Director in Seaport.

MANAGER'S BACKGROUND
Background
On July 5, 1988, the Board enacted Ordinance No. 88-66 (Master Ordinance) authorizing the issuance of revenue bonds for the Seaport Department from time to time. Pursuant to the Master Ordinance, the Board has enacted and approved the issuance of $382.65 million of Seaport Revenue and Revenue Refunding Bonds, of which all are currently outstanding and $111.375 million Seaport General Obligation of which $95.205 million is currently outstanding.

The Seaport Department has also utilized other funding sources to fund the CIP, including $214.65 million in multiple series of Capital Asset Acquisition Bonds (of which $121.77 million remains outstanding) and a $325.56 million loan from the Sunshine State Governmental Sunshine Commission (of which $313.83 million remains outstanding) as a financing vehicle. The Seaport Capital Asset Acquisition Bonds and Seaport Sunshine State Loans are being paid from Seaport revenues and if Seaport revenues are insufficient, will be paid from the County�s covenant to budget and appropriate annually from non-ad valorem revenues.

It is anticipated that a substantial portion of the 2014 Bonds will be issued as variable interest rate obligations, which requires a letter of credit as additional security. As a result, the County�s financial advisor solicited proposals from the marketplace and five firms responded. The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the �Bank of Tokyo�) submitted the most economical proposal based on overall cost and term. In the solicitation, the County offered the respondent liquidity providers a covenant to annually budget and appropriate from legally available non ad-valorem revenues of the County any amounts due to be paid to the liquidity provider if Seaport Revenues are insufficient to make such payments as an incentive for lower letter of credit fees and a longer term for the letter of credit. The Series 2014 Resolution approves the selection of the Bank of Tokyo as liquidity provider and the covenant as additional security after Net Revenues of the Seaport for the liquidity provider only and not to the bondholders of the 2014 Bonds.

An Amending Ordinance, to be heard at this meeting, authorizes a covenant to annually budget and appropriate from legally available non ad-valorem revenues of the County as security for liquidity providers that secure variable rate Seaport Revenue Bonds and amends certain provisions of Ordinance 88-66. The Series 2014 Resolution authorizes the County Mayor or the County Mayor�s designee to effectuate issuance of the 2014 Bonds.

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. In order to provide the County the maximum flexibility in the market place, the sale of the 2014 Bonds, which will set their final terms, will not occur until after the effective date of this Series 2014 Resolution. Therefore, a waiver of Resolution R-130-06 is necessary.



_________________
Edward Marquez
Deputy Mayor