Miami-Dade Legislative Item
File Number: 080853
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File Number: 080853 File Type: Resolution Status: Adopted
Version: 0 Reference: R-395-08 Control: Board of County Commissioners
File Name: ISSUANCE OF GOB SERIES 2008 Introduced: 3/21/2008
Requester: Finance Department Cost: Final Action: 4/8/2008
Agenda Date: 4/8/2008 Agenda Item Number: 8E1C
Notes: Amendment to #080622; kgm Title: RESOLUTION AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2008A, PURSUANT TO ORDINANCE NO. 05-47 AND RESOLUTION NO. R-576-05, IN PRINCIPAL AMOUNT NOT TO EXCEED $107,000,000 FOR PURPOSE OF PAYING A PORTION OF THE COUNTY’S FUNDING OBLIGATIONS ASSOCIATED WITH THE PORT TUNNEL PROJECT AND PAYING COSTS OF ISSUING BONDS; AUTHORIZING PUBLIC SALE OF BONDS BY COMPETITIVE BID; PROVIDING CERTAIN DETAILS OF BONDS; DELEGATING TO MAYOR OR HIS DESIGNEE, WITHIN CERTAIN LIMITATIONS AND RESTRICTIONS, AUTHORITY TO (I) FINALIZE TERMS AND OTHER PROVISIONS OF BONDS, INCLUDING ACCEPTANCE OF BID(S), (II) SELECT BOND REGISTRAR AND PAYING AGENT, AND (III) APPROVE FORM OF NOTICE OF SALE, OFFICIAL STATEMENT, BONDS AND CONTINUING DISCLOSURE COMMITMENT; PROVIDING CERTAIN COVENANTS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF BONDS; AND PROVIDING SEVERABILITY [SEE ORIGINAL ITEM UNDER FILE NO. 080622]
Indexes: GENERAL OBLIGATION BOND PROGRAM
Sponsors: NONE
Sunset Provision: No Effective Date: Expiration Date:
Registered Lobbyist: None Listed


Legislative History

Acting Body Date Agenda Item Action Sent To Due Date Returned Pass/Fail

Board of County Commissioners 4/8/2008 8E1C Adopted P
REPORT: See Report under Agenda Item 5D, Legislative File No. 080509.

County Attorney 3/24/2008 Assigned Gerald T. Heffernan 3/25/2008

County Manager 3/21/2008 Assigned County Attorney 4/8/2008
REPORT: FIN(Amendment to #080622 3c B&F)

County Manager 3/21/2008 Assigned Ysela Llort 3/21/2008 3/21/2008

Budget and Finance Committee 3/11/2008 3C AMENDED Forwarded to BCC with a favorable recommendation with committee amendment(s) P
REPORT: (See Report Under Agenda Item 3A, Legislative File No. 080509.) It was moved by Commissioner Sorenson that this proposed resolution be forwarded with Committee amendment(s) to add a new provision that County Commission approval was required for the use of any bond proceeds for administrative expenses. This motion was seconded by Commissioner Diaz.

Legislative Text


TITLE
RESOLUTION AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2008A, PURSUANT TO ORDINANCE NO. 05 47 AND RESOLUTION NO. R-576-05, IN PRINCIPAL AMOUNT NOT TO EXCEED $107,000,000 FOR PURPOSE OF PAYING A PORTION OF THE COUNTY’S FUNDING OBLIGATIONS ASSOCIATED WITH THE PORT TUNNEL PROJECT AND PAYING COSTS OF ISSUING BONDS; AUTHORIZING PUBLIC SALE OF BONDS BY COMPETITIVE BID; PROVIDING CERTAIN DETAILS OF BONDS; DELEGATING TO MAYOR OR HIS DESIGNEE, WITHIN CERTAIN LIMITATIONS AND RESTRICTIONS, AUTHORITY TO (i) FINALIZE TERMS AND OTHER PROVISIONS OF BONDS, INCLUDING ACCEPTANCE OF BID(S), (ii) SELECT BOND REGISTRAR AND PAYING AGENT, AND (iii) APPROVE FORM OF NOTICE OF SALE, OFFICIAL STATEMENT, BONDS AND CONTINUING DISCLOSURE COMMITMENT; PROVIDING CERTAIN COVENANTS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF BONDS; AND PROVIDING SEVERABILITY

BODY

WHEREAS, on March 1, 2005, the Board of County Commissioners (the “Board”) of Miami-Dade County, Florida (the “County”) 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, 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 (as defined in the Ordinance) 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 the Bonds in one or more series from time to time in an aggregate principal amount not to exceed $2,925,750,000, for the purpose of paying all or part of the cost of the Community Projects described in the Authorizing Resolutions (the “Community Projects”), including the Infrastructure Projects, and paying the costs of issuing the Bonds; and

WHEREAS, pursuant to the Ordinance and the Master Resolution, as supplemented by Resolution No. R-577-05, adopted by the Board on May 17, 2005, the County has previously issued the $250,000,000 Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series 2005, to fund various Community Projects, all of which are currently outstanding as of the date of this Resolution; and

WHEREAS, pursuant to Resolution No. 914-04, adopted on July 20, 2004 (the “Infrastructure Authorizing Resolution”), 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, among other things, construct and improve bridges, and other municipal and neighborhood infrastructure improvements (the “Infrastructure Projects”), including in particular, projects designed to improve access to the Port of Miami through the planning, design, permitting and construction of infrastructure such as the planned tunnel and related improvements referred to in Exhibit A (the “Port Tunnel Project”); and

WHEREAS, the Board has determined that it is in the best interest of the County and its citizens to issue Additional Bonds pursuant to the Master Resolution and this Series Resolution (the “Series 2008A Resolution”) in an amount not to exceed $107,000,000 to fund the Port Tunnel Project or other Infrastructure Projects (the “Series 2008A Bonds”) through a public sale by competitive bids; and

WHEREAS, the Board has determined that it is in the best interest of the County and its citizens to delegate certain matters in connection with the issuance of the Series 2008A Bonds to the Finance Director, as the Mayor’s Designee, and to authorize the Finance Director to receive bids for the purchase of the Series 2008A Bonds pursuant to a public sale by competitive bids in an aggregate principal amount not to exceed $107,000,000, and to further authorize the Finance Director, on behalf of the County, to accept the bid or bids from qualified bidders that result in the lowest true interest cost to the County, upon the terms and conditions and subject to the limitations set forth in this Series 2008A Resolution; and

WHEREAS, the Board desires to accomplish the purposes outlined in the accompanying memorandum (the “County Manager’s Memorandum”), which is incorporated in this Series 2008A 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 2008A Resolution and not defined in this Series 2008A Resolution shall have the meanings ascribed to such words and terms in the Ordinance and the Master Resolution.

Section 2. Authority. This Series 2008A Resolution is adopted pursuant to the Constitution of the State of Florida, Chapters 125 and 166, Florida Statutes, as amended, the Charter, the Ordinance, the Infrastructure Authorizing Resolution, the Master Resolution and other applicable provisions of law.

Section 3. Findings and Representations.

(a) The findings and representations contained in the Ordinance, the Master Resolution and the Infrastructure Authorizing Resolution are reaffirmed and such findings and representations, together with the matters contained in the foregoing recitals, are incorporated in this Series 2008A Resolution by reference.

(b) The Port Tunnel Project is included among the respective Infrastructure Projects described in the Infrastructure Authorizing Resolution.

(c) The aggregate principal amount of the Series 2008A Bonds authorized in this Series 2008A Resolution, when aggregated with the aggregate principal amount of all Bonds to be issued pursuant to the Ordinance and the Master Resolution (excluding certain defeased Bonds as described in Section 10.01(D)(i) if the Master Resolution), will not exceed $2,925,750,000.

(d) The portion of the principal amount of such Series 2008A Bonds allocable to the Port Tunnel Project when aggregated with the principal amount of Bonds to be issued and allocated to Infrastructure Projects, will not exceed $352,182,000, the dollar limit for such Community Projects set forth in the Infrastructure Authorizing Resolution (as the same may be amended by the Board pursuant to their terms).

(e) The County anticipates that it will meet the Municipal Component requirements contained in Section 12 of the Infrastructure Authorizing Resolution as of the date all Bonds authorized under the Ordinance and the Master Resolution for such projects have been issued.

Section 4. Authorization and Purpose of the Series 2008A Bonds. Subject and pursuant to the provisions of this Series 2008A Resolution, the Series 2008A Bonds to be designated “Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2008A,” are authorized to be issued in the aggregate principal amount not to exceed One Hundred Seven Million Dollars ($107,000,000), for the purposes of: (i) financing a portion of the cost of the Port Tunnel Project or other Infrastructure Projects as designed from time to time by the Board, and (ii) paying the cost of issuance with respect to such Series 2008A Bonds.

Section 5. Terms of Bonds; Delegations to Finance Director. The Board delegates to the Finance Director, as the Mayor’s designee, the authority to determine the terms and provisions of the Series 2008A Bonds, not inconsistent with the Master Resolution and the delegation parameters set forth below, and to determine the terms and conditions upon which the Series 2008A Bonds shall be issued and sold, subject to the limitations contained in the Ordinance, the Master Resolution and in this Series 2008A Resolution, as follows:

(a) The text of the Series 2008A Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix I to this Series 2008A Resolution, with such changes and omissions, insertions and variations as may be approved by the Finance Director after consultation with the County Attorney and Bond Counsel, the execution of such Bonds by the Mayor being conclusive evidence of such approval.

(b) The Series 2008A Bonds shall have a maturity of not more than forty (40) years from their dated date, shall be dated as of their date of delivery, shall bear interest from such date, payable semiannually on the first day of January and the first day of July of each year commencing July 1, 2008, shall have principal payments and Amortization Installments, if any, payable on the first day of July, shall consist of either serial bonds or term bonds or any combination of both serial bonds and term bonds, shall have such serial maturities and Amortization Installments, and shall be subject to redemption prior to maturity on such dates and at such prices, all as shall be determined by the Finance Director, based upon the recommendations of Public Financial Management, Inc. (the “Financial Advisor”) and as set forth in an omnibus certificate of the County to be delivered concurrently with the delivery of the Series 2008A Bonds (the “Omnibus Certificate”).

(c) If, after consultation with the Financial Advisor, the Finance Director determines that it is beneficial for the County to obtain bond insurance, the Finance Director is authorized and directed to enter into negotiations and to execute and deliver any agreements that may be required by the bond insurer providing such bond insurance as a condition to the issuance of its bond insurance policy, with such terms, covenants, provisions and agreements as may be deemed necessary and approved by the Finance Director upon the advice of the Financial Advisor and approval of the County Attorney and Bond Counsel. The execution of such agreement or agreements for and on behalf of the County by the Finance Director shall be conclusive evidence of the Board’s approval of each.

(d) The final terms of the Series 2008A Bonds and the winning bid or bids shall be set out in the Omnibus Certificate.

(e) If the Finance Director so elects, as set forth in the Official Notice of Sale (as defined below), the Series 2008A Bonds will be subject to redemption prior to maturity, at the option of the County, in whole or in part on such dates and in such order of maturity as the County shall select and by lot within any maturity, all as shall be more specifically set forth in the Omnibus Certificate.

Section 6. Sale by Bid; Approval of Official Notice and Summary Notice of Sale. The Series 2008A Bonds shall be publicly sold by competitive bids in the manner provided in, and in accordance with the requirements of, Section 218.385, Florida Statutes. The Finance Director is authorized and directed to provide for such public sale of the Series 2008A Bonds at the time deemed most advantageous at an aggregate purchase price of not less than 98.5% of the aggregate principal amount of the Series 2008A Bonds to be issued and to award the Series 2008A Bonds to the responsive bidder or bidders offering to purchase the Series 2008A Bonds at the lowest annual interest cost computed on a true interest cost basis (“TIC”), all as provided in the Official Notice of Sale; provided, however, that in the event that all bids received result in a TIC in excess of 5.50%, the Finance Director shall reject all bids.

The form of Official Notice of Sale attached as Exhibit B to this Series 2008A Resolution (the “Official Notice of Sale”) is approved, with such variations, omissions and insertions as approved by the Finance Director after consultation with the Financial Advisor, the County Attorney and Bond Counsel and which are not inconsistent with the provisions of this Series 2008A Resolution. If all bids are rejected, the Series 2008A Bonds may subsequently again be offered to public sale by competitive bid in accordance with the provisions of this Series 2008A Resolution.

The public sale by competitive bids of the Series 2008A Bonds shall be conducted through an internet bidding process (the “Internet Bidding Process”) selected and approved by the Finance Director; provided, however, that the Finance Director may determine, after consultation with the Financial Advisor, County Attorney and Bond Counsel, not to utilize the Internet Bidding Process, in which case such public sale of the Series 2008A Bonds shall be conducted through the physical delivery (which may be by facsimile) of bids utilizing an official bid form customarily used by the County, as shall be approved by the County Attorney and Bond Counsel.

The Finance Director is further authorized to cause publication, once in The Miami Herald, a daily newspaper of general circulation and published in Miami-Dade County, Florida, and once in The Bond Buyer, a financial journal published in New York, New York, and devoted primarily to municipal bonds, not less than ten (10) days prior to the date of sale, of the Summary Notice of Sale with respect to the Series 2008A Bonds, substantially in the form attached as Exhibit C to this Series 2008A Resolution, with such variations, omissions and insertions as approved by the Finance Director after consultation with the Financial Advisor, the County Attorney and Bond Counsel and which are not inconsistent with this Series 2008A Resolution.

Concurrently with their submission of bids, each bidder shall be required to provide to the County a “truth-in-bonding” statement in accordance with Section 218.385, Florida Statutes, as set forth in the Official Notice of Sale. Prior to the issuance of the Series 2008A Bonds, the successful bidder shall be required to provide to the County a disclosure statement containing the information required by Section 218.38(1)(b)2, Florida Statutes. The execution and delivery of the Omnibus Certificate shall be conclusive evidence of the award of the Series 2008A Bonds to the successful bidder ( the “Underwriter”).

Section 7. Bond Registrar; Paying Agent; Trustee. The Board authorizes and directs the Finance Director (a) to select a Registrar and Paying Agent to act in such capacities for the Series 2008A Bonds and (b) if deemed necessary, to select a bank or trust company to serve as depository for the administration of the Community Project Fund under the Master Resolution, all pursuant to applicable County policies and procedures.

Section 8. Registered Bonds; Book-Entry-Only System. The Series 2008A Bonds shall initially be issued as fully registered bonds in denominations of $5,000 or integral multiples of $5,000 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 9. Form, Execution and Delivery of Series 2008A Bonds. The Series 2008A Bonds shall be substantially in the form set forth in Appendix I to this Series 2008A Resolution and shall be executed as provided in the Master Resolution. Each Series 2008A Bond shall be alike in form, except as to maturity dates, CUSIP numbers, interest rates and numbers. The Finance Director is authorized and directed to deliver the Series 2008A Bonds to, or for the account of, the Underwriter upon receipt of payment of the purchase price for the Series 2008A Bonds.

Section 10. Preliminary Official Statement and Final Official Statement. The Board approves the use and distribution of a Preliminary Official Statement with respect to the Series 2008A Bonds, in substantially the form attached as Exhibit D to this Series 2008A Resolution (the “Preliminary Official Statement”) with such changes, deletions, insertions and omissions as may be deemed necessary and approved by the Finance Director upon consultation with the Financial Advisor, the County Attorney and Edwards Angell Palmer & Dodge LLP and Rasco, Reininger, Perez, Esquenazi & Vigil, PL (collectively, “Disclosure Counsel”). The Board also approves the delivery and distribution of a final Official Statement with respect to the Series 2008A Bonds (the “Official Statement”), in the form of the Preliminary Official Statement, subject to such changes, insertions and deletions as may be deemed necessary and approved by the Finance Director upon consultation with the Financial Advisor, the County Attorney and Disclosure Counsel, and the Finance Director is authorized to deliver the Official Statement on behalf of the County. The Board authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Series 2008A Bonds.


If so requested by the Underwriter, the Finance Director, after consultation with the Financial Advisor, the County Attorney and Disclosure Counsel, is authorized to make any necessary certifications to the Underwriter with respect to the Preliminary Official Statement and the Official Statement, required under the provisions of Rule 15c2-12, as amended, of the Securities and Exchange Commission, to the effect that the Preliminary Official Statement, with such changes as may be approved by the officer executing the certificate is, except for Permitted Omissions, “final” as of its date, and that the information therein is accurate and complete except for the Permitted Omissions.

As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), selling compensation, ratings and other terms of the Series 2008A Bonds and any underlying obligations depending on such matters, all with respect to each of the Series 2008A Bonds and any underlying obligations.

Section 11. Application of Proceeds.

(a) Proceeds from the sale of the Series 2008A Bonds shall be disposed of as follows:

(i) An amount equal to the costs of issuance of the Series 2008A Bonds shall be deposited in the Cost of Issuance Account in the Community Project Fund and used to pay the other costs of issuance of the Series 2008A Bonds.

(ii) [RESERVED]

(iii) The balance of such proceeds shall be deposited in the Tunnel Subaccount in the Public Infrastructure and Neighborhood Improvement Projects Account in the Community Project Fund, as described in Section 12 of this Series 2008A Resolution, and used to pay or to reimburse the County for the payment of the Cost of the Port Tunnel Project or other Infrastructure Projects designated by the Board.

(b) Notwithstanding the provisions of Section 11(a) above, the Finance Director, in consultation with the Financial Advisor and the County Attorney, is authorized to supplement and amend the application of proceeds of the Series of 2008A Bonds provided in Section 11(a) above, as set forth in the Omnibus Certificate, in a manner consistent with the objectives of this Series 2008A Resolution and not inconsistent with the Master Resolution, the Ordinance and the Authorizing Resolutions.

Section 12. Deposits to Public Infrastructure and Neighborhood Improvement Projects Account; Subaccount Authorized.

(a) The Board directs that the Finance Director shall create a subaccount within the Public Infrastructure and Neighborhood Improvement Projects Account, created pursuant to Section 6.03(iii) of the Master Resolution, to be funded with proceeds of the Series 2008A Bonds for the Port Tunnel Project or other Infrastructure Projects as authorized in this Series 2008A Resolution.

(b) A special account in the Debt Service Fund created pursuant to Section 8.01 of the Master Resolution to be known as the “Series 2008A Debt Service Fund Subaccount” is created and established for the benefit of the Series 2008A Bonds. The Finance Director is authorized to create or cause to be created such additional subaccounts as shall be necessary or advisable in connection with the issuance of the Series 2008A Bonds. Amounts held in any such subaccounts are to be held solely for the benefit of the Series 2008A Bonds.

Section 13. 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 Series 2008A Bonds from gross income for federal income tax purposes.

Section 14. Continuing Disclosure.

(a) The County agrees, in accordance with the provisions of, and to the degree necessary to comply with, the secondary disclosure requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (“SEC”), to provide or cause to be provided for the benefit of the owners of the Series 2008A Bonds to each nationally recognized municipal securities information repository (“NRMSIR”), and to the appropriate state information depository (“SID”), if any, designated by the State of Florida, the following annual financial information (the “Annual Information”), commencing with the Fiscal Year ending September 30, 2008:

(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 Official Statement for the Series 2008A 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 (the “Reporting Date”) and will be made available, in addition to each NRMSIR and the SID, to each registered owner and each beneficial owner of the Bonds who requests such information. 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 such 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, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board (“MSRB”), and (ii) the SID, notice of occurrence of any of the following events with respect to the Series 2008A Bonds, if such event is material:

(1) principal and interest payment delinquencies;

(2) non-payment related defaults;

(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 or events affecting the tax-exempt status of the Series 2008A Bonds;

(7) modifications to rights of holders of the Series 2008A Bonds;

(8) bond calls;

(9) defeasance;

(10) release, substitution or sale of any property securing repayment of the Series 2008A Bonds (the Series 2008A Bonds are secured solely by ad valorem taxes levied on property within the County); and

(11) rating changes.

(c) The County agrees to provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB, and (ii) the SID, notice of its failure to provide the Annual Information with respect to itself on or prior to the Reporting Date.

(d) The obligations of the County under this Section shall remain in effect only so long as the Series 2008A 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 Series 2008A 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 of the Series 2008A Bonds and shall be enforceable by such 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 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 Series 2008A Bonds.

(f) Notwithstanding the foregoing, each NRMSIR to which information shall be provided shall include each NRMSIR approved by the SEC prior to the issuance of the Series 2008A Bonds. In the event that the SEC approves any additional NRMSIRs after the date of issuance of the Series 2008A Bonds, the County shall, if the County is notified of such additional NRMSIRs, provide such information to the additional NRMSIRs. Failure to provide information to any new NRMSIR whose status as a NRMSIR is unknown to the County shall not constitute a violation of this Section.

(g) As of the date of issuance of the Series 2008A Bonds, there are no SIDS in the State. Notwithstanding the foregoing, the County shall be in compliance with the filing requirements of this Section if the required information is provided to the “Central Post Office” or any other entity serving a similar purpose which complies with the requirements of the Rule or which has been approved by the SEC to serve the same function as the “Central Post Office” who shall then be responsible for forwarding the filing information to any NRMSIR or SID. The Central Post Office is the internet-based electronic filing system operated by the Texas Municipal Advisory Council under the name of “Disclosure USA” at the following internet address: www.disclosureusa.org. Information provided to the Central Post Office or any alternate internet-based filing system which has been approved by the SEC shall not have to also be filed with any NRMSIR or SID.

(h) Additionally, the requirements of subsection (a) above do not necessitate the preparation of any separate annual report addressing only the Series 2008A 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 Reporting Date. Additionally, the County may incorporate any information in any prior filing with each NRMSIR and the SID or included in any official statement of the County, provided such official statement is filed with the MSRB.

(i) 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 agreements as to secondary disclosure (the “Agreements”) 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 Agreements, as amended, would have complied with the requirements of the Rule at the time of award of Series 2008A 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 Board, 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 2008A Resolution, ceases to be in effect for any reason, and the County elects that the Agreements 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 Finance Director 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 Agreements. The Finance Director shall further be authorized to make such additions, deletions and modifications to the Agreements as she shall deem necessary or desirable in consultations with the County Attorney, Bond Counsel and the County’s Disclosure Counsel.

Section 15. Further Action. The Mayor, the County Manager, 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 Series 2008A Bonds and the sale of the Series 2008A Bonds to the Underwriter and the consummation of all transactions in connection with the issuance and sale of the Series 2008A Bonds, all as contemplated in this Series 2008A Resolution.

Section 16. Severability. If any one or more of the covenants, agreements or provisions of this Series 2008A 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 2008A Resolution or of the Series 2008A Bonds.

Section 17. 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 Manager for the reasons set forth in the County Manager’s Memorandum.



HEADER
Date:




To: Honorable Chairman Bruno A. Barreiro
and Members, Board of County Commissioners



From: George M. Burgess
County Manager





Subject: Resolution Authorizing Issuance of General Obligation Bonds (Building Better Communities Bond Program) Series 2008






This item was amended at the March 11, 2008 Budget and Finance Committee to reflect that proceeds of the Series 2008A Bonds shall not be used to pay administrative expenses without the prior approval of the Board.


STAFF RECOMMENDATION

It is recommended that the Board of County Commissioners (Board) adopt the attached Series Resolution (Series 2008 Resolution) authorizing the issuance and public sale of General Obligation Bonds in an aggregate principal amount not to exceed $107,000,000 (Series 2008 Bonds).






Scope

The proceeds from the Series 2008 Bonds will go towards the planning, design, permitting and construction of the Port Tunnel to improve access to the Port of Miami. While the tunnel will be located in Commission District 5, the impact of this project funded with the proceeds of the Series 2008 Bonds is countywide.



Fiscal Impact/Funding Source

The principal and interest on the Series 2008 Bonds are general obligations of the County and the debt service is payable from unlimited ad valorem taxes on all taxable real and personal property within the County (subject to certain exemptions provided by applicable law).



The funding to make the necessary debt service payments has been authorized in the FY 2007-2008 Adopted Budget. Based on current market conditions and a 30-year maturity, the estimated average annual debt service payments resulting from issuance of the Series 2008 Bonds is $7.07 million annually.



The Series 2008 Bonds consist of $100 million for the Port Tunnel project and the remaining $7 million for the cost of issuance. To the extent that not all $7 million are needed for issuance, the total amount issued will be reduced at the time of pricing.



MANAGER'S BACKGROUND
The Board adopted eight resolutions (Authorizing Resolutions) on July 20, 2004 that approved a special bond election for the Building Better Communities Bond Program. All eight questions where approved by the electorate on November 2, 2004. As a result, on March 1, 2005, the Board enacted Ordinance 05-47 (Ordinance) that authorized the issuance of $2,925,750,000 in general obligation bonds pursuant to the Authorizing Resolutions. On May 17, 2005 the Board adopted Resolution R-576-05 (Master Resolution) as supplemented, under which the County has issued $250,000,000 Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Bond Program), Series 2005 all of which are currently outstanding.



Pursuant to Resolution R-914-04, adopted on July 20, 2004 (Infrastructure Authorizing Resolution) the Board authorized and the citizens by special election approved, the issuance of general obligation bonds in amount not to exceed $352,182,000 of general obligation bonds of the County to construct and improve bridges, public infrastructure and neighborhood improvements (Infrastructure Projects), including projects designed to increase access to the Port of Miami through tunnels and related improvements as more particularly described in Exhibit A (Port Tunnel Project) attached to this Series 2008 Resolution.



The Series 2008 Bonds are the second series of general obligation bonds to be issued pursuant to the $2,925,750,000 Building Better Communities Bond Program approved by the voters on November 2, 2004 (Building Better Communities Bond Program).



In addition to authorizing the issuance and public sale of the Series 2008 Bonds, the Series 2008 Resolution provides for other related authorizations and approvals required to complete a competitive bond transaction, including certain authorizations to the Finance Director, as the Mayor’s designee, in connection with the issuance of the Series 2008 Bonds.



The proceeds of the Series 2008 Bonds will be used to finance a partial contribution of the County’s obligation to pay a portion of the cost of the Port Tunnel Project, or if not so utilized, then to pay a portion of other bridges, public infrastructure and neighborhood improvements as designated from time to time by the Board. Proceeds of the Series 2008A Bonds shall not be used to pay administrative expenses without the prior approval of the Board.



The Series 2008 Resolution approves, authorizes and provides for:

• The issuance of the Series 2008 Bonds for the purpose of financing the second component of the Building Better Communities Bond Program listed in Exhibit “A” and for the public sale of such Bonds by competitive bid or bids, which sale may be conducted by an internet bidding process;

• The form and distribution of an Official Notice of Sale and Preliminary Official Statement in the form attached as Exhibit “B” and “D” respectively, to this Series 2008 Resolution;

• The delivery of the Official Statement;

• Continuing Disclosure Commitment, as required under the provisions of Rule 15c2-12, as amended, of the Securities and Exchange Commission;

• The establishment of a book-entry only system of registration for the Series 2008 Bonds;

• The execution and delivery of the Series 2008 Bonds; and

• The appropriate officials of the County to take all actions necessary in connection with the issuance of the Series 2008 Bonds and the closing of this transaction.



The Series 2008 Resolution delegates to the Finance Director, as the Mayor’s designee, within limitations to:

• Accept the bid or bids, providing the true lowest interest cost to the County, which bid or bids shall not exceed a 5.50 percent true interest cost (“TIC”) for the Series 2008 Bonds, in accordance with the Official Notice of Sale;

• Enter into any negotiations for bond insurance, if deemed necessary and advisable after consultation with the Financial Advisors, and to execute and deliver any agreements that may be required by the bond insurer providing such bond insurance;

• Award the Series 2008 Bonds to the lowest responsive bidder or bidders;

• Select and appoint a Paying Agent and Bond Registrar for the Series 2008 Bonds; and

• Cause publication, once in The Miami Herald and once in The Bond Buyer, of the Summary Notice of Sale, substantially in the form attached as Exhibit “C” to the Series 2008 Resolution.



The Series 2008 Bonds are expected to be issued in April 2008.



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Assistant County Manager







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