TITLE
ORDINANCE APPROVING REVOLVING LINE OF CREDIT FOR A SPECIFIED AMOUNT TO COUNTY FOR PURPOSES OF PROVIDING FUNDS TO PUBLIC HEALTH TRUST AND PAYING COSTS OF ISSUANCE; PROVIDING THAT SUCH LINE OF CREDIT SHALL BE SECURED BY PLEDGED REVENUES OF THE PUBLIC HEALTH TRUST; APPROVING TERMS OF RELATED COMMITMENT LETTER; APPROVING FORM AND EXECUTION OF MEMORANDUM OF UNDERSTANDING BETWEEN COUNTY AND PUBLIC HEALTH TRUST REGARDING PAYMENT OF LINE OF CREDIT FROM CERTAIN TRUST REVENUES; AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO TAKE ALL ACTIONS NECESSARY TO SECURE LINE OF CREDIT INCLUDING ENTERING INTO RELATED AGREEMENTS AND DOCUMENTS WITH TERMS CONSISTENT WITH THOSE SET FORTH IN THE COMMITMENT LETTER; AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR'S DESIGNEE TO EXTEND LINE OF CREDIT IN THE FUTURE WITHOUT FURTHER BOARD ACTION; AUTHORIZING SELECTION AND APPOINTMENT OF PAYING AGENT, IF NECESSARY; WAIVING PROVISIONS OF RESOLUTION NO. R-130-06; AND PROVIDING SEVERABILITY, EXCLUSION FROM THE CODE AND AN EFFECTIVE DATE

BODY
WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying Mayor�s memorandum, a copy of which is incorporated herein by reference,

BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:

Section 1. The foregoing recital is incorporated in this ordinance and is approved.

Section 2. This Ordinance is enacted pursuant to the Constitution of the State of Florida, the Home Rule Amendment and Charter of Miami-Dade County, Florida, as amended, and other applicable provisions of law, including chapters 125, 163 and 166, Florida Statutes.

Section 3. The revolving line of credit from TD Public Finance LLC (or an affiliate thereof) (�LOC Provider�) to the County in an aggregate principal amount not to exceed $300,000,000.00 for the purpose of (i) providing, at the request of the Public Health Trust (�Trust�), working capital to fund certain operations of the Jackson Health System; and (ii) paying any costs of issuance related to the Line of Credit is hereby approved.

Section 4. The Line of Credit will be secured in the manner described in the commitment letter from the LOC Provider which is approved in substantially the form attached as Exhibit �A� to this Ordinance (�Commitment�). Security for the Line of Credit is a subordinated pledge and lien of the Pledged Revenues of the Trust as defined in Ordinance No. 05-49, enacted by this Board on March 1, 2005, and as amended by Ordinance No. 17-1, enacted by this Board on January 24, 2017 (collectively, the �Master Ordinance�).

Section 5. The Line of Credit will initially have a three-year term and will bear interest at the variable rate calculated in accordance with the Commitment.

Section 6. The County Mayor or County Mayor�s designee is authorized to extend the term of the Line of Credit if, in consultation with the County�s financial advisor, he/she determines that the rates and fees are favorable to the County.

Section 7. The County Mayor or County Mayor�s designee is further authorized to select and appoint a paying agent to act in such capacities for the Line of Credit if, in consultation with the County�s financial advisor, he/she determines that the selection and appointment of a paying agent is both necessary and favorable to the County.


Section 8. Nothing in this Ordinance or in the Commitment shall be construed to obligate the County to levy and collect any ad valorem taxes for the payment of its obligations under the Commitment or any related agreements. The obligations of the County under the Commitment or any related agreements do not constitute a general indebtedness of the County within the meaning of any constitutional or statutory provision or limitation and no person may compel the County to levy ad valorem taxes for the payment of its obligations pursuant to the terms of the Commitment or any related agreements.

Section 9. The Memorandum of Understanding with the Trust in which the Trust agrees to reimburse the County for the debt service from Trust Revenues (as defined in the Master Ordinance) is approved in substantially the form attached as �Exhibit B� to this Ordinance.

Section 10. The County Mayor, County Mayor�s designee, the Office of Management and Budget Director, any other appropriate officers of the County, and the Clerk of Courts of the County are authorized and directed to execute any and all agreements and certificates or other instruments or documents required by this Ordinance and/or the Commitment after consultation with the County Attorney�s Office provided the terms of such agreements and certificates are consistent with the Commitment approved by this Board.

Section 11. If any one or more of the covenants, agreements or provisions contained in this Ordinance shall be held contrary to any express provision 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 separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this Ordinance.


Section 12. The provisions of Resolution No. R-130-06 requiring that any contracts of the County with third parties be executed and finalized prior to their placement on an agenda of this Board are waived at the request of the Mayor for the reasons set forth in the Mayor�s Memorandum.

Section 13. It is the intention of the Board of County Commissioners, and it is hereby ordained that the provisions of this Ordinance shall be excluded from the Code of Miami-Dade County.

Section 14. This ordinance shall become effective ten (10) days after the date of enactment unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board.

HEADER
Date:

To: Honorable Chairman Anthony Rodriguez
and Members, Board of County Commissioners

From: Daniella Levine Cava
Mayor

Subject: Ordinance Authorizing a Revolving Line of Credit Not to Exceed $300 Million Outstanding at any one time from TD Public Finance LLC For the Purpose of Providing Funds to the Public Health Trust

STAFF RECOMMENDATION
Executive Summary
The accompanying ordinance (Ordinance) authorizes the County Mayor or the County Mayor�s Designee to enter into an agreement with TD Public Finance LLC (TD) to provide capital through a revolving line of credit in an amount not to exceed $300 million (Credit Facility) pursuant to the terms set forth in the commitment letter attached as Exhibit A to the Ordinance. The proposed Credit Facility was presented to the County by TD at the request of and on behalf of the Public Health Trust (Trust). If approved by the Board of County Commissioners (Board), the Trust will use the capital to mitigate cash flow impacts resulting from extensive delays in State of Florida intergovernmental transfers. The approval of the $300 million Credit Facility is necessary to ensure that the Trust has adequate financial resources to continue delivering high standard healthcare services to the residents and visitors of Miami Dade County. The County previously entered into a similar credit facility in 2024 to provide working capital for the benefit of the Trust, as previously approved via Ordinance No. 24-64 at the July 2, 2024 Board of County Commissioners meeting.

Recommendation
It is recommended that the Board approve the Ordinance, which authorizes the following:
� Selection of TD to provide a Credit Facility with a three-year term in an amount not to exceed $300 million for the purpose of providing working capital to the Trust and payment of related financing costs;
� Approval of the TD commitment letter;
� Approval of the terms of the Memorandum of Understanding (MOU) between the County and the Trust; and
� Waiver of Resolution No. R-130-06, which requires that any contracts of the County with third parties be executed and finalized prior to their placement on an agenda for Board consideration.

Delegation of Authority
The Ordinance authorizes the County Mayor or County Mayor�s designee to: (i) execute future extensions of the term of the Credit Facility if they determine, in consultation with the County�s General Segment Financial Advisor (FA), that the terms of the extension are favorable to the County; (ii) select and appoint a paying agent if they determine, in consultation with the FA, that the selection and appointment is both necessary and favorable to the County; and (iii) take all actions necessary to consummate the Credit Facility including entering into related agreements consistent with the terms of the TD commitment letter.

Scope
The scope of the transaction is countywide.

Fiscal Impact/Funding Source
The principal and interest of the proposed Credit Facility are payable on a subordinate basis from Pledged Revenues of the Trust as defined in Ordinance No. 05-49, enacted by this Board on March 1, 2005, and as amended by Ordinance No. 17-1, enacted by this Board on January 24, 2017.
Pursuant to the terms of the MOU, the County will have the right to deduct any payment made on the Credit Facility by the County from the Trust�s one-half cent healthcare sales surtax prior to remitting the surtax to the Trust.

Track Record/Monitoring
Arlesa Wood, Director of Bond Acquisition Administration in the Office of Management and Budget will manage this transaction in conjunction with Mark Knight, Chief Financial Officer of Jackson Health System.

Social Equity Statement
The proposed Ordinance will provide working capital to the Trust in response to cashflow impacts. The citizens of the County will greatly benefit from the Trust having the essential resources to adequately deliver healthcare and services to the residents and visitors of Miami Dade County.

Background
The proposed Credit Facility was presented to the County by TD at the request of and on behalf of the Trust. The purpose of the proposed Credit Facility is to provide the Trust, through the County, with sufficient working capital to manage cash flow impacts arising from delays in State of Florida intergovernmental transfers. The commitment negotiated with TD is attached as Exhibit A to the Ordinance. Pursuant to the commitment, the Credit Facility will have a three-year term from its effective date. It is necessary for the County and the Trust to enter into an MOU, attached as Exhibit B to the Ordinance, in order to memorialize the Trust�s obligation to serve as the primary payor of the amounts due under the Credit Facility.

Resolution No. R-130-06 provides that any County contract with a third party be finalized and executed prior to its placement on an agenda of the Board. The Credit Facility and the MOU will not have been executed until after the effective date of the ordinance and as such a waiver of Resolution No. R-130-06 is required.



______________________
Carladenise Edwards
Chief Administrative Officer