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RESOLUTION APPROVING ISSUANCE OF MIAMI-DADE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (BAC FUNDING CORPORATION PROJECT) IN AMOUNT NOT TO EXCEED $16,555,000.00 TO REFUND BONDS ISSUED TO FINANCE CAPITAL PROJECT FOR BENEFIT OF BAC FUNDING CORPORATION FOR PURPOSES OF SECTION 147(F) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED; APPROVING USE OF INTEREST SAVINGS; APPROVING FORM OF RELATED REFUNDING AGREEMENT BETWEEN BAC AND COUNTY WITH RESPECT TO SUCH INTEREST SAVINGS; AND AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO FINALIZE, EXECUTE AND DELIVER REFUNDING AGREEMENT AND CERTAIN SUPPLEMENTS OR AMENDMENTS TO CERTAIN RELATED FINANCING DOCUMENTS WITHIN CERTAIN PARAMETERS

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WHEREAS, the Miami-Dade County Industrial Development Authority (the "Authority") previously issued its Industrial Development Revenue Bonds (BAC Funding Corporation Project), Series 2000A in the amount of $21,570,000.00 which mature on October 1, 2030 (the �Prior Bonds�) and its Taxable Industrial Development Revenue Bonds (BAC Funding Corporation Project), Series 2000B in the amount of $205,000.00, which have been paid in full, on behalf of BAC Funding Corporation, a Florida not-for-profit corporation ("BAC") to finance the cost of constructing and equipping an approximate 200,000 square foot office building located adjacent to the Dr. Martin Luther King, Jr. Plaza Metrorail Station at the corner of NW 62nd Street and NW 25th Avenue in the City of Miami, on land leased from Miami-Dade County (the �Facility�); and
WHEREAS, pursuant to Resolution No. 830-99 adopted on July 13, 1999 by the Board of County Commissioners (the �Board�), the County previously entered into an Installment Sale Agreement dated as of October 1, 2000 (the �Installment Sale Agreement�) with BAC pursuant to which the County utilizes substantially all of the office space in the Facility and in exchange for such use, the County (i) makes a monthly payment which is equal to the principal and interest on the Prior Bonds which BAC has assigned to the bond trustee; (ii) pays monthly the actual cost of operating and maintaining the Facility; and (iii) makes a monthly payment pursuant to the Installment Sale Agreement to the bond trustee for disbursement to BAC for its small minority owned business loan program (the �Loan Program�); and
WHEREAS, pursuant to Ordinance No. 00-116 enacted by the Board on September 19, 2000, the County entered into a Guaranty Agreement dated as of October 1, 2000 (the �Guaranty�) as additional security for the Bonds pursuant to which the County agreed to appropriate annually from legally available non-ad valorem revenues of the County sufficient funds to pay any shortfall in debt service on the Prior Bonds; and
WHEREAS, BAC has requested that the Authority issue its Industrial Development Refunding Revenue Bonds (BAC Funding Corporation Project) in an amount not to exceed $16,555,000 (the "Bonds") with a maturity equal to the Prior Bonds and at a lower interest rate, the proceeds of which will be used (together with funds of the Company) to (i) refinance and refund the Prior Bonds; and (ii) pay costs of issuing the Bonds; and
WHEREAS, the refunding of the Prior Bonds will achieve an interest cost savings (the "Savings Amount�) which BAC proposes and requests be used to retrofit the Facility in order to achieve energy savings to the County (the �Retrofit�) estimated to be between $80,000 and $100,000 annually (this will be finalized when a professional energy audit is complete which will recommend energy retrofit improvements, provide final energy cost savings and LEED Certification for the Retrofit) and when the Retrofit is completed, to supplement the funds available from the County for BAC�s Loan Program; and
WHEREAS, in order to take advantage of lower interest rates and to fund the Retrofit to achieve an annual energy savings to the County as soon as possible, the projected debt service schedule on attached Exhibit A for the new Bonds is structured so that a substantial portion of the Savings Amount (projected to be $1,426,649.00) is available in the first two years with a small reduction in debt service annually which adds up to approximately $160,000 over the remaining fifteen years of the Bonds; and
WHEREAS, BAC has requested that the County enter into an agreement with BAC regarding the use and disbursement of the Savings Amount which will be paid by the County to the Trustee for deposit in two special accounts, one for the Retrofit and one for BAC�s Loan Program (the �Refunding Agreement�); and
WHEREAS, the Authority intends to issue the Bonds as described in the report prepared by the Executive Director of the Authority and attached to this Resolution as Exhibit B, subject to approval by this Board of such issuance and final approval by the Authority of the financing documents (the "Financing Documents") for the Bonds; and
WHEREAS, on Monday, November 25, 2013 the Authority held a public hearing, notice of which was published on Monday, November 11, 2013 in the Miami Herald in the form attached to this Resolution as Exhibit C, for the purpose of giving all interested persons an opportunity to express their views in connection with the issuance of the Bonds, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code") and such public hearing disclosed no reason why the Bonds should not be issued; and
WHEREAS, since the refinancing of the Prior Bonds will inure to the benefit of the citizens of Miami-Dade County, this Board desires to approve the issuance of the Bonds for the purpose of complying with Section 147(f) of the Code; and
WHEREAS, the final Financing Documents shall be in form and substance similar to the documentation and covenants utilized for the Refunded Bonds, including the Installment Sale Agreement and the Guaranty, approved by the Board as modified, supplemented and amended pursuant to Section 3 of this Resolution,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. The recitals set forth above are incorporated in this Resolution.
Section 2. The issuance of Bonds by the Miami-Dade County Industrial Development Authority in an aggregate principal amount not to exceed $16,555,000 is approved for the purpose of Section 147(f) of the Code and to refund the Prior Bonds.
Section 3. This Board authorizes the County Mayor or County Mayor�s designee (the �County Mayor�) to (i) finalize the terms of any supplements or amendments to the Installment Sale Agreement, the Guaranty, the Tri-Party Agreement dated as of October 1, 2000, and the Ground Lease Agreement dated as of October 1, 2000, (collectively, the "County's 2000 Bond Documents") as required for the issuance of the Bonds in accordance with the term sheet from TD Bank, the purchaser of the Bonds, attached to this Resolution as Exhibit D and the Refunding Agreement, after consultation with the Office of the County Attorney; (ii) to execute such amendments and supplements in final form after execution by the Company; and (iii) to exercise the provisions contained in this Resolution and any related agreements. The authorized supplements or amendments to the County's 2000 Bond Documents shall be undertaken in order to enable the refunding of the Prior Bonds and to best secure the Bonds. The County's obligations pursuant to the County�s 2000 Bond Documents and the Guaranty remain in full force and effect with respect to the Bonds with such supplements or amendments approved by the County Mayor in accordance with this Section.
Section 4. The payment by the County of the Savings Amount in the first two years after the Bonds are issued is approved for the purpose of first retrofitting the Facility to achieve an energy savings and when completed, funding BAC�s small minority business loan program with the balance of the Savings Amount.
Section 5. The Refunding Agreement is approved in substantially the form attached to this Resolution as Exhibit E. The County Mayor is authorized to finalize the Refunding Agreement pursuant to the terms of this Resolution after consultation with the County Attorney and to execute and deliver it on behalf of the County.
Section 6. The Bonds and the interest on the Bonds shall not constitute a debt, liability or general obligation of the Authority, the County or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the revenues or other moneys specifically provided by BAC for the payment of the Bonds and neither the faith and credit nor any taxing power of the County or of the State of Florida or of any political subdivision thereof is pledged to the payment of the principal or interest on the Bonds.