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RESOLUTION AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2008B, IN ONE OR MORE TRANCHES, PURSUANT TO ORDINANCE NO. 05 47 AND RESOLUTION NO. R-576-05, IN PRINCIPAL AMOUNT NOT TO EXCEED $350,000,000 FOR PURPOSE OF PAYING ALL OR A PORTION OF CERTAIN APPROVED CAPITAL PROJECT COSTS AND PAYING COSTS OF ISSUING BONDS; AMENDING RESOLUTION NO. R-853-08 TO UPDATE PROJECTS ELIGIBLE FOR FUNDING; AUTHORIZING PUBLIC SALE OF BONDS BY COMPETITIVE BID; FINDING NECESSITY FOR AND AUTHORIZING NEGOTIATED SALE OF BONDS IN LIEU OF PUBLIC SALE UNDER SPECIFIED CIRCUMSTANCES; PROVIDING CERTAIN DETAILS OF BONDS; AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE, WITHIN CERTAIN LIMITATIONS AND RESTRICTIONS, AUTHORITY TO FINALIZE TERMS AND OTHER PROVISIONS OF BONDS, INCLUDING ACCEPTANCE OF BID(S), SELECT BOND REGISTRAR AND PAYING AGENT, AND APPROVE FORM OF OFFICIAL NOTICE OF SALE, PRELIMINARY OFFICIAL STATEMENT, 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.

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WHEREAS, pursuant to Resolution No. R-912-04 (the �Water and Sewer Authorizing Resolution�), adopted on July 20, 2004, the Board of County Commissioners (the �Board�) of Miami-Dade County, Florida (the �County�) authorized, and the citizens by special election approved, the issuance of general obligations bonds of the County in an amount not to exceed $378,183,000 to construct and improve water and sewer projects described in Appendix A to such authorizing resolution (the �Water and Sewer Projects�); and

WHEREAS, pursuant to Resolution No. R-913-04 (the �Parks and Recreational Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $680,258,000 to construct and improve parks and recreational facilities described in Appendix A of such authorizing resolution (the �Parks and Recreational Facilities Projects�); and

WHEREAS, pursuant to Resolution No. R-914-04 (the �Public Infrastructure and Neighborhood Improvement Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $352,182,000 to construct and improve bridges, public infrastructure and neighborhood improvements described in Appendix A to such authorizing resolution (the �Public Infrastructure and Neighborhood Improvement Projects�); and

WHEREAS, pursuant to Resolution No. R-915-04 (the �Public Safety Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $341,087,000 to construct and improve public safety facilities described in Appendix A to such authorizing resolution (the �Public Safety Facilities Projects�); and

WHEREAS, pursuant to Resolution No. R-916-04 (the �Emergency and Healthcare Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $171,281,000 to construct and improve emergency and healthcare facilities described in Appendix A to such authorizing resolution (the �Emergency and Healthcare Facilities Projects�); and

WHEREAS, pursuant to Resolution No. R-917-04 (the �Public Services and Outreach Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $255,070,000 to construct and improve public services and outreach facilities described in Appendix A to such authorizing resolution (the �Public Services and Outreach Facilities Projects�); and

WHEREAS, pursuant to Resolution No. R-918-04 (the �Housing Projects Resolution�) adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $194,997,000 to construct and improve housing for the elderly and working families described in Appendix A to such authorizing resolution (the �Housing Projects�); and

WHEREAS, pursuant to Resolution No. R-919-04 (the �Cultural Library and Multicultural Education Facilities Authorizing Resolution�), adopted on July 20, 2004, the Board authorized, and the citizens by special election approved, the issuance of general obligation bonds of the County in an amount not to exceed $552,692,000 to construct and improve cultural, library and multicultural educational facilities described in Appendix A to such authorizing resolution (the �Cultural Library and Multicultural Education Facilities Projects�); and

WHEREAS, the authorizing resolutions mentioned above are referred to in this Series Resolution (the �Series 2008B Resolution�) collectively as the �Authorizing Resolutions�; and

WHEREAS, on March 1, 2005, the Board enacted Ordinance No. 05-47 (the �Ordinance�), authorizing the issuance of general obligation bonds in an aggregate principal amount not to exceed $2,925,750,000, from time to time and in more than one series for the Building Better Communities Bond Program, pursuant to the Constitution and laws of the State of Florida, including Chapters 125 and 166, Florida Statutes, as amended, the Home Rule Amendment and Charter of Miami-Dade County, Florida, as amended (the �Charter�), the Authorizing Resolutions and their approval by the electorate; and

WHEREAS, on May 17, 2005, the Board adopted Resolution No. R-576-05 (as supplemented, the �Master Resolution�) authorizing issuance pursuant to the Ordinance of general obligation bonds in one or more series from time to time in an aggregate principal amount not to exceed $2,925,750,000, for the purpose of paying all or part of the cost of the Community Projects described in the Authorizing Resolutions (the �Community 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 Series 2008B Resolution; and

WHEREAS, pursuant to the Ordinance and the Master Resolution, as supplemented by Resolution No. R-395-08, adopted on April 8, 2008, the County has previously issued the $99,600,000 Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series 2008A (the �Series 2008A Bonds�), to fund a Community Project consisting of a tunnel project to improve access to the Port of Miami and/or other infrastructure projects, as designated from time to time by the Board; and

WHEREAS, pursuant to Resolution No. R-853-08 (the �Building Better Communities Resolution�), adopted on July 17, 2008, the Board approved funding from the Building Better Communities General Obligation Bond Program for projects detailed in Exhibit A of such resolution;

WHEREAS, the projects detailed in Exhibit A of the Building Better Communities Resolution are among the projects authorized by the Authorizing Resolutions (the �Building Better Communities Projects�); and

WHEREAS, the Board wishes to update the Building Better Communities Projects by amending the Building Better Communities Resolution; and

WHEREAS, the Board wishes to issue Additional Bonds pursuant to the Master Resolution and this Series 2008B Resolution in an amount not to exceed $350,000,000 to fund the Building Better Communities Projects (the �Series 2008B Bonds�) in one or more tranches; and

WHEREAS, the Board has determined that it is presently in the best interest of the County and its citizens to issue one or more tranches of the Series 2008B Bonds through a public sale by competitive bids; and WHEREAS, the foregoing determination notwithstanding, due to unprecedented disruptions in the capital markets, Public Financial Management, Inc. (the �Financial Advisor�), financial advisor to the County, has recommended to the County that the Board authorize a negotiated sale of one or more tranches of the Series 2008B Bonds for the reasons set forth in Section 3(m) of this Series 2008B Resolution, should a public sale by competitive bids of any one or more of the tranches not be in the best interest of the County at the time or times of such sale; and

WHEREAS, the Board has determined that it is presently in the best interest of the County and its citizens to authorize the Finance Director, as the County Mayor�s Designee, to take certain actions in connection with the issuance of the Series 2008B Bonds and to authorize the Finance Director to receive bids for the purchase of one or more of the tranches of the Series 2008B Bonds pursuant to a public sale by competitive bids in an aggregate principal amount not to exceed $350,000,000, 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 2008B 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 2008B 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 2008B Resolution and not defined in this Series 2008B Resolution shall have the meanings ascribed to such words and terms in the Ordinance and the Master Resolution.

Section 2. Authority. This Series 2008B 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 Authorizing Resolutions, the Master Resolution, the Building Better Communities Resolution and other applicable provisions of law.

Section 3. Findings and Representations.

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

(b) The list of Building Better Communities Projects set forth in Appendix A to this Series 2008B Resolution amends the list approved by the Building Better Communities Resolution and is composed entirely of projects that are included among the projects described in the Authorizing Resolutions.

(c) The aggregate principal amount of the Series 2008B Bonds authorized in this Series 2008B 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) of the Master Resolution), will not exceed $2,925,750,000.

(d) The portion of the principal amount of the Series 2008B Bonds allocable to the Water and Sewer Projects when aggregated with the principal amount of Bonds to be issued and allocated to Water and Sewer Projects, will not exceed $378,183,000, the dollar limit for such projects set forth in the Water and Sewer Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(e) The portion of the principal amount of the Series 2008B Bonds allocable to the Parks and Recreational Facilities Authorizing Resolution when aggregated with the principal amount of Bonds to be issued and allocated to Park and Recreational Facilities Projects, will not exceed $680,258,000, the dollar limit for such projects set forth in the Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(f) The portion of the principal amount of the Series 2008B Bonds allocable to the Public Infrastructure and Neighborhood Improvement Projects when aggregated with the principal amount of Bonds to be issued and allocated to Public Infrastructure and Neighborhood Improvement Projects, will not exceed $352,182,000, the dollar limit for such projects set forth in the Public Infrastructure and Neighborhood Improvement Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(g) The portion of the principal amount of the Series 2008B Bonds allocable to the Public Safety Facilities Projects when aggregated with the principal amount of Bonds to be issued and allocated to Public Safety Facilities Projects, will not exceed $341,087,000, the dollar limit for such projects set forth in the Emergency and Healthcare Facilities Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(h) The portion of the principal amount of the Series 2008B Bonds allocable to the Emergency and Healthcare Facilities Projects when aggregated with the principal amount of Bonds to be issued and allocated to Emergency and Healthcare Facilities Projects, will not exceed $171,281,000, the dollar limit for such projects set forth in the Emergency and Healthcare Facilities Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(i) The portion of the principal amount of the Series 2008B Bonds allocable to the Public Services and Outreach Facilities Projects when aggregated with the principal amount of Bonds to be issued and allocated to Public Services and Outreach Facilities Projects, will not exceed $255,070,000, the dollar limit for such projects set forth in the Public Services and Outreach Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(j) The portion of the principal amount of the Series 2008B Bonds allocable to the Housing Projects when aggregated with the principal amount of Bonds to be issued and allocated to Public Services and Outreach Facilities Projects, will not exceed $194,997,000, the dollar limit for such projects set forth in the Housing Projects Resolution (as the same may be amended by the Board pursuant to its terms).

(k) The portion of the principal amount of the Series 2008B Bonds allocable to the Cultural Library and Multicultural Education Facilities Projects when aggregated with the principal amount of Bonds to be issued and allocated to Cultural Library and Multicultural Education Facilities Projects, will not exceed $552,692,000, the dollar limit for such projects set forth in the Housing Projects Resolution (as the same may be amended by the Board pursuant to its terms).

(l) The County anticipates that it will meet the Municipal Component requirements contained in Section 12 of each of the Authorizing Resolutions as of the date all Bonds authorized under the Ordinance and the Master Resolution for the Building Better Communities Projects have been issued.

(m) Notwithstanding the determination by the Board in the recitals to this Series 2008B Resolution that it is presently in the best interest of the County and its citizens to issue one or more tranches of the Series 2008B Bonds through a public sale by competitive bids, the Financial Advisor has recommended to the County that the County concurrently authorize a negotiated sale of one or more tranches of the Series 2008B Bonds, should a public sale of any one or more of the tranches of the Series 2008B Bonds by competitive bids not be in the best interest of the County at the time or times of such sale. In the view of the Financial Advisor, a public sale by competitive bids would not be in the best interest of the County, if, at the time or times of such sale, the following conditions, which exist presently, continue to exist: (i) unprecedented volatility in the capital markets and the financial sector generally, (ii) the significant contraction of available credit from banks and other institutional lenders and investors, and (iii) generally adverse economic conditions and a negative short-term economic outlook. The Board accepts the recommendation of the County Manager and the Financial Advisor that the Board authorize the Finance Director to (i) determine that a negotiated sale of one or more of the tranches of the Series 2008B Bonds to the Underwriters (as defined below) is in the best interest of the County, should the Finance Director determine that the conditions mentioned above in this Section 3(m) continue to exist at the time or times scheduled for the sale of one or more tranches of the Series 2008B Bonds, and (ii) then sell the designated tranche by negotiated sale.

Section 4. Amendment of the Building Better Communities Resolution. This Series 2008B Resolution amends the Building Better Communities Resolution by updating the Building Better Communities Projects eligible for funding from proceeds of the Series 2008B Bonds. The updated list of Building Better Communities Projects eligible for such funding shall be as set forth in Appendix A to this Series 2008B Resolution.

Section 5. Authorization and Purpose of the Series 2008B Bonds. Subject and pursuant to the provisions of this Series 2008B Resolution, the Series 2008B Bonds shall be designated �Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2008B,� or such other appropriate designation or designations as shall be determined by the Finance Director. The Series 2008B Bonds are authorized to be issued in one or more tranches with appropriate designations in an aggregate principal amount not to exceed Three Hundred Fifty Million Dollars ($350,000,000), for the purposes of: (i) financing all or a portion of the cost of the Building Better Communities Projects, and (ii) paying the cost of issuance with respect to the Series 2008B Bonds.

Section 6. Terms of Bonds; Authorization of Finance Director. The Board authorizes the Finance Director, as the Mayor�s designee, to determine the terms and provisions of each tranche of the Series 2008B Bonds, not inconsistent with the Master Resolution and the parameters set forth below, and to determine the terms and conditions upon which each tranche of the Series 2008B Bonds shall be issued and sold, subject to the limitations contained in the Ordinance, the Master Resolution and in this Series 2008B Resolution, as follows:

(a) The form of the Series 2008B Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix I to this Series 2008B 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. Each Series 2008B Bond shall be alike in form, except as to maturity dates, CUSIP numbers, interest rates and bond numbers.

(b) The Series 2008B 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, 2009, or such other date as shall be determined in an omnibus certificate of the County to be delivered concurrently with the delivery of each tranche of the Series 2008B Bonds (the �Omnibus Certificate�), 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, 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 the Financial Advisor and as set forth in the Omnibus Certificate.

(c) If, after consultation with the Financial Advisor, the Finance Director demonstrates that there is an economic benefit 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 each tranche of the Series 2008B Bonds and, should any one or more of the tranches of the Series 2008B Bonds be sold at public sale by competitive bids, 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) should any one or more of the tranches of the Series 2008B Bonds be sold at public sale by competitive bids or in the Official Statement (as defined below) should any one or more of the tranches of the Series 2008B Bonds be sold by negotiated sale, the Series 2008B 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 7. Sale by Bid; Approval of Official Notice and Summary Notice of Sale; Sale by Negotiation under Certain Circumstances. Except as otherwise provided in the last paragraph of this Section, the Series 2008B 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 2008B Bonds in one or more tranches 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 2008B Bonds to be issued and to award the Series 2008B Bonds to the responsive bidder or bidders offering to purchase such Series 2008B Bonds at the lowest annual interest cost computed on a true interest cost (�TIC�) basis, 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 6.25%, the Finance Director shall reject all bids.

The form of Official Notice of Sale attached as Exhibit B to this Series 2008B 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 2008B Resolution. If all bids are rejected, the Series 2008B Bonds may subsequently again be offered to public sale by competitive bid in accordance with the provisions of this Series 2008B Resolution.

The public sale by competitive bids of any Series 2008B 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 any Series 2008B 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 tranche of the Series 2008B Bonds to be sold, substantially in the form attached as Exhibit C to this Series 2008B 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 2008B 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 2008B 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 each tranche of the Series 2008B Bonds to the successful bidder.

The underwriters who are next in line for appointment pursuant to the selection procedures in the Code of Metropolitan Miami-Dade County (the �Underwriters�) are hereby appointed to serve as Underwriters for the Series 2008B Bonds if it becomes necessary to sell one or more tranches of the Series 2008B Bonds by negotiation as an alternative to their sale by competitive bid. Should the Finance Director determine that the conditions mentioned in Section 3(m) above continue to exist at the time or times scheduled for the sale of each tranche of the Series 2008B Bonds and that such sale by negotiation would be in the best interest of the County, the Finance Director is authorized to negotiate with the Underwriters. The County and the Underwriters shall enter into a bond purchase agreement (the �Bond Purchase Agreement�) for each tranche to be issued in substantially the form of the Bond Purchase Agreement on file at the Clerk�s Office as Exhibit �E� to this Series 2008B Resolution with such changes, insertions and omissions as the Finance Director shall deem necessary in accordance with the terms of this Series 2008B Resolution, upon consultation with the Financial Advisor, the County Attorney and Bond Counsel. The execution and delivery of a Bond Purchase Agreement by the Finance Director shall be conclusive evidence of the Board�s approval of any such changes, insertions or omissions. The aggregate purchase price for the Series 2008B Bonds set forth in the Bond Purchase Agreement shall not be less than 98.5% of the aggregate principal amount of the Series 2008B Bonds to be issued. The TIC for Series 2008B Bonds sold by negotiated sale, as set forth in the Omnibus Certificate, shall not exceed 6.25%.

Section 8. 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 2008B 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 9. Registered Bonds; Book-Entry-Only System. The Series 2008B 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 10. Execution and Delivery of Series 2008B Bonds. The Series 2008B Bonds shall be executed as provided in the Master Resolution. The Finance Director is authorized and directed to deliver the Series 2008B Bonds to, or for the account of, the successful bidder or the Underwriters, as the case may be, upon receipt of payment of the purchase price for the Series 2008B Bonds.

Section 11. Preliminary Official Statement and Final Official Statement. The Board approves the use and distribution of a Preliminary Official Statement with respect to each tranche of the Series 2008B Bonds, in substantially the form attached as Exhibit D to this Series 2008B 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 Hunton & Williams LLP and Law Offices Thomas H. Williams, Jr., P.L. (�Disclosure Counsel�). The Board also approves the delivery and distribution of a final Official Statement with respect to the Series 2008B 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 2008B Bonds. If the Series 2008B Bonds are offered in two or more tranches, the Preliminary Official Statement and the Official Statement for each tranche offered after the first tranche shall be in substantially the form utilized for the initial tranche with such changes, insertions and deletions as may be necessary or desirable and approved by the Finance Director after consultation as described above, and provided further that the Finance Director may approve the use of Preliminary Official Statements and Final Official Statements that include as an exhibit thereto the Official Statement for a prior tranche if the Finance Director determines that such an approach results in the most efficient offering and sale of multiple tranches consistent with good disclosure practices.



If so requested by the successful bidder or the Underwriters, as the case may be, the Finance Director, after consultation with the Financial Advisor, the County Attorney and Disclosure Counsel, is authorized to make any necessary certifications to the successful bidder or the Underwriters, as the case may be, 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 Finance Director 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 2008B Bonds and any underlying obligations depending on such matters, all with respect to each of the Series 2008B Bonds and any underlying obligations.

Section 12. Application of Proceeds.

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

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

(ii) [Reserved]

(iii) The balance of such proceeds shall be deposited in the respective accounts and subaccounts in the Community Project Fund as described in Section 13 of this Series 2008B Resolution and used to pay the Costs of the Building Better Communities Projects.

(b) Notwithstanding the provisions of Section 12(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 2008B Bonds provided in Section 12(a) above, as set forth in the Omnibus Certificate, in a manner consistent with the objectives of this Series 2008B Resolution and not inconsistent with the Master Resolution, the Ordinance and the Authorizing Resolutions.

Section 13. Deposits to Community Project Account; Subaccount Authorized.

(a) The Board Authorizes and directs that the proceeds of the Series 2008B Bonds available for deposit in the Community Project Fund as described in Section 12(a)(iii) be allocated to one or more of the Community Project Accounts established in Section 6.03 of the Master Resolution, in the amounts designated in Exhibit A to this Series 2008B Resolution.

(b) The Board further directs that the Finance Director shall create subaccounts within each such Community Project Account to be funded with the proceeds of the Series 2008B Bonds for each specific project identified in Exhibit A to this Series 2008B Resolution, and to allocate such subaccount proceeds of the Series 2008B Bonds in the amounts reflected in Exhibit A to this Series 2008B Resolution.

(c) A special account in the Debt Service Fund created pursuant to Section 8.01 of the Master Resolution to be known as the �Series 2008B Debt Service Fund Subaccount� is created and established for the benefit of the Series 2008B 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 2008B Bonds. Amounts held in any such subaccounts are to be held solely for the benefit of the Series 2008B Bonds.

Section 14. 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 2008B Bonds from gross income for federal income tax purposes.

Section 15. 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 2008B 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 first Fiscal Year ending after the issuance of the Series 2008B Bonds:

(i) Information relating to assessed values, ad valorem tax collections and exemptions from ad valorem taxes within the County in a form which is generally consistent with the presentation of such information in the Official Statement for the Series 2008B 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 2008B 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 2008B Bonds;

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

(8) bond calls;

(9) defeasance;

(10) release, substitution or sale of any property securing repayment of the Series 2008B Bonds (the Series 2008B 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 2008B 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 2008B 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 2008B 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 2008B 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 2008B Bonds. In the event that the SEC approves any additional NRMSIRs after the date of issuance of the Series 2008B 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 2008B 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� which 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 2008B 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 2008B 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 2008B 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 consultation with the County Attorney, Bond Counsel and the County�s Disclosure Counsel.

Section 16. 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 2008B Bonds and the sale of the Series 2008B Bonds to the successful bidder or the Underwriters, as the case may be, and the consummation of all transactions in connection with the issuance and sale of the Series 2008B Bonds, all as contemplated in this Series 2008B Resolution.

Section 17. Severability. If any one or more of the covenants, agreements or provisions of this Series 2008B 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 2008B Resolution or of the Series 2008B Bonds.

Section 18. 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 $350 Million General Obligation Bonds (Building Better Communities Bond Program)





The item was amended at the November 20, 2008 meeting of the Board of County Commissioners to remove project 197 under Question #4 in Exhibit A.

STAFF RECOMMENDATION
It is recommended that the Board of County Commissioners (Board) adopt the attached Series Resolution (Series 2008B Resolution) authorizing the issuance in one or more tranches (series of smaller issues) of General Obligation Bonds in an aggregate principal amount not to exceed $350 Million (Series 2008B Bonds). The Resolution further authorizes the public sale of the Series 2008B Bonds, and, under specified circumstances described herein, the sale of one or more tranches through a negotiated sale. In addition to authorizing the issuance and mode of sale of the Series 2008B Bonds, the Series 2008B Resolution provides for other related authorizations and approvals required to complete a competitive or negotiated bond transaction (as the case may be), which include delegating certain matters in connection with the issuance of the Series 2008B Bonds to the County Mayor or the County Mayor�s designee.






Scope

The proceeds from the Series 2008B Bonds will be used to pay all or portion of the costs of various capital projects included in the Building Better Communities Bond Program and detailed in Exhibit �A� of the Series 2008B Resolution. The impact of these projects is countywide and a copy of Exhibit A is also attached to this cover memorandum for immediate reference.



Fiscal impact/Funding Source

The Series 2008B Bonds is the third in a 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). The principal and interest on the Series 2008B 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 the applicable law).



The funding to make the necessary debt service payments has been authorized in the FY 2008-09 Adopted Budget and Multi-Year Capital Plan. Based on current market conditions (calculated at a true interest cost of 5.8118 percent) and a 30-year maturity, the estimated average annual debt service payments resulting from the issuance of the Series 2008B Bonds is $25 million. However, the delegation parameter in the Series 2008B Resolution is recommended at a true interest cost of 6.25 percent to give the County the greatest flexibility during the current volatile market environment. It is anticipated that by the time the Series 2008B Bonds are all priced, the then market conditions would have improved and the true interest cost would be more favorable. Public Financial Management, Inc., Financial Advisor to the County has recommended that the Board concurrently authorize a negotiated sale of one or more tranches of the Series 2008B Bonds, should a competitive public sale of any of such tranches not be in the best interest of the County at the time or times of sale.



The Series 2008B Bonds consists of the funding of numerous projects identified on Exhibit A to the Series 2008B Resolution and costs of issuance associated with the Series 2008B Bonds.

MANAGER'S BACKGROUND

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 were approved by the electorate on November 2, 2004. As a result, on March 1, 2005, the Board enacted Ordinance No. 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 No. R-576-05 (Master Resolution) as supplemented, under which the County has issued the following:

� Series 2005 Various Projects $250,000,000

� Series 2008A Tunnel Project 99,600,000



Question Authorization Prior Bonds Proposed

Series 2008B

Water, Sewer and Flood Control $378,183,000 $62,135,000 $46,013,000

Park and Recreational Facilities 680,258,000 67,890,000 96,165,000

Bridges, Public Infrastructure and Neighborhood Improvements 352,182,000 126,765,000 46,651,000

Public Safety Facilities 341,087,000 24,137,000 20,636,000

Emergency and Healthcare Facilities 171,281,000 6,327,000 36,934,000

Public Service Outreach Facilities 255,070,000 17,391,000 27,644,000

Housing for the Elderly 194,997,000 15,685,000 11,355,000

Cultural, Library, and Multicultural Educational Facilities 552,692,000 29,270,000 64,602,000

TOTAL $2,925,750,000 $349,600,000 $350,000,000



In addition to authorizing the issuance and the mode of sale of the Series 2008B Bonds, the Series 2008B Resolution provides for other related authorizations and approvals required to complete a competitive or negotiated bond transaction (as the case may be), including certain authorizations to the Finance Director, as the County Mayor�s designee, in connection with the issuance of the Series 2008B Bonds.



Attached to the Series 2008B Resolution as Exhibit �A� is a listing of those individual Projects that will be financed with proceeds from the Series 2008B Bonds.



The Series 2008B Resolution approves, authorizes and provides for:

� The issuance of the Series 2008B Bonds, in one or more tranches, for the purpose of financing the next 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; however, due to current unprecedented disruptions in the capital markets, the Series 2008B Resolution also provides for the flexibility to issue one or more tranches of the Bonds via a negotiated sale depending on market conditions leading up to the time of sale;

� 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 the Series 2008B Resolution;

� The appointment of underwriters pursuant to the selection procedures in the Code of Metropolitan Dade County to be available if it becomes necessary to sell one or more tranches of the Series 2008B Bonds by negotiation;

� The form and execution of a Bond Purchase Agreement for each tranche issued via negotiated sale in substantially the form on file at the Clerk�s Office as Exhibit �E� to the Series 2008B Resolution;

� The delivery of the final 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 2008B Bonds;

� The execution and delivery of the Series 2008B Bonds, in one or more tranches; and

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

The Series 2008B Resolution delegates to the Finance Director, as the County Mayor�s designee the authority, within limitations, to:

� Accept the bid or bids, providing the lowest true interest cost to the County, which bid or bids shall not exceed a 6.25% true interest cost (�TIC�) for one or more tranches of the Series 2008B Bonds sold competitively, in accordance with the Official Notice of Sale; in the case of a negotiated sale, the TIC shall not exceed 6.25%;

� Enter into any negotiations for bond insurance, if deemed necessary, and to execute and deliver any agreements that may be required by the bond insurer providing such bond insurance;

� In a competitive sale, award one or more tranches of the Series 2008B 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 2008B Bonds are expected to be issued, in one or more tranches, beginning in December 2008, as market conditions improve.



Attachments


______________________________

Cynthia W. Curry

Senior Advisor to the County Manager