Miami-Dade Legislative Item
File Number: 051392
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File Number: 051392 File Type: Resolution Status: Adopted
Version: 0 Reference: R-577-05 Control: County Commission
File Name: PRINCIPAL AMOUNT NOT TO EXCEED $250,000,000 Introduced: 5/5/2005
Requester: Finance Department Cost: Final Action: 5/17/2005
Agenda Date: 5/17/2005 Agenda Item Number: 8E1C
Notes: Title: RESOLUTION AUTHORIZING ISSUANCE AND PUBLIC SALE BY COMPETITIVE BIDS OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2005, PURSUANT TO ORDINANCE NO. 05-47, AS SUPPLEMENTED, IN PRINCIPAL AMOUNT NOT TO EXCEED $250,000,000 FOR PURPOSE OF PAYING ALL OR A PORTION OF CERTAIN APPROVED CAPITAL COSTS AND PAYING COSTS OF ISSUING BONDS; PROVIDING CERTAIN DETAILS OF BONDS AND PUBLIC SALE; DELEGATING TO FINANCE DIRECTOR TO DETERMINE OTHER DETAILS OF BONDS AND PUBLIC SALE SUBJECT TO LIMITATIONS, TO ACCEPT BID(S) OR RESULTING IN LOWEST TRUE INTEREST COST DETERMINED IN ACCORDANCE WITH OFFICIAL NOTICE OF SALE, TO AWARD BONDS TO LOWEST RESPONSIVE BIDDER(S), TO NEGOTIATE TERMS OF MUNICIPAL BOND INSURANCE, IF ANY, AND TO SELECT BOND REGISTRAR AND PAYING AGENT; APPROVING FORM, DISTRIBUTION AND USE OF OFFICIAL NOTICE OF SALE AND PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT; ESTABLISHING BOOK-ENTRY-ONLY SYSTEM OF REGISTRATION; APPROVING FORM, EXECUTION AND DELIVERY OF BONDS; DEPOSITING BOND PROCEEDS INTO PROJECT ACCOUNTS AND AUTHORIZING ESTABLISHMENT OF SUBACCOUNTS; PROVIDING FOR CONTINUING DISCLOSURE COMMITMENT; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF BONDS; AND PROVIDING SEVERABILITY
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 5/17/2005 8E1C Adopted P

Committee of the Whole 5/10/2005 Special Item No. 4 Forwarded to BCC with a favorable recommendation P
REPORT: Assistant County Attorney Gerald Heffernan advised Committee members that a scrivener’s errors existed in the attachment to the foregoing proposed resolution that consisted of typographical errors and some projects that were inadvertently excluded from the GOB Program Project list, and the attachment should be corrected to coincide with the GOB project list outlined in Special Item No. 2. Chairman Martinez announced that the foregoing proposed resolution would be considered at the May 17, 2005, Regular County Commission meeting. Hearing no objection, the Committee of the Whole proceeded to vote on the foregoing proposed resolution as presented.

County Attorney 5/5/2005 Assigned Gerald T. Heffernan 5/5/2005

County Manager 5/5/2005 Assigned County Attorney 5/17/2005
REPORT: FIN--COMM OF THE WHOLE ON MAY 10, 2005 [EXHIBIT A, B ,C AND D]

County Manager 5/5/2005 Referred Committee of the Whole 5/10/2005

County Manager 5/5/2005 Assigned Alina Tejeda-Hudak 5/5/2005

Legislative Text


TITLE
RESOLUTION AUTHORIZING ISSUANCE AND PUBLIC SALE BY COMPETITIVE BIDS OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2005, PURSUANT TO ORDINANCE NO. 05 47, AS SUPPLEMENTED, IN PRINCIPAL AMOUNT NOT TO EXCEED $250,000,000 FOR PURPOSE OF PAYING ALL OR A PORTION OF CERTAIN APPROVED CAPITAL COSTS AND PAYING COSTS OF ISSUING BONDS; PROVIDING CERTAIN DETAILS OF BONDS AND PUBLIC SALE; DELEGATING TO FINANCE DIRECTOR TO DETERMINE OTHER DETAILS OF BONDS AND PUBLIC SALE SUBJECT TO LIMITATIONS, TO ACCEPT BID(S) OR RESULTING IN LOWEST TRUE INTEREST COST DETERMINED IN ACCORDANCE WITH OFFICIAL NOTICE OF SALE, TO AWARD BONDS TO LOWEST RESPONSIVE BIDDER(S), TO NEGOTIATE TERMS OF MUNICIPAL BOND INSURANCE, IF ANY, AND TO SELECT BOND REGISTRAR AND PAYING AGENT; APPROVING FORM, DISTRIBUTION AND USE OF OFFICIAL NOTICE OF SALE AND PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT; ESTABLISHING BOOK-ENTRY-ONLY SYSTEM OF REGISTRATION; APPROVING FORM, EXECUTION AND DELIVERY OF BONDS; DEPOSITING BOND PROCEEDS INTO PROJECT ACCOUNTS AND AUTHORIZING ESTABLISHMENT OF SUBACCOUNTS; PROVIDING FOR CONTINUING DISCLOSURE COMMITMENT; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF BONDS; AND PROVIDING SEVERABILITY.

BODY
WHEREAS, the citizens of Miami-Dade County, Florida (the "County") authorized by special election the issuance of general obligation bonds of the County to (a) construct and improve water, sewer and flood control systems in an amount not to exceed $378,183,000; (b) construct and improve park and recreational facilities in an amount not to exceed $680,258,000; (c) construct and improve bridges, public infrastructure and neighborhood improvements in an amount not to exceed $352,182,000; (d) construct and improve public safety facilities in an amount not to exceed $341,087,000; (e) construct and improve emergency and healthcare facilities in an amount not to exceed $171,281,000; (f) construct and improve public services and outreach facilities in an amount not to exceed $255,070,000; (g) construct and improve housing for the elderly and families in an amount not to exceed $194,997,000; and (h) construct and improve cultural, library and multicultural educational facilities in an amount not to exceed $552,692,000 (collectively, the “Community Projects”); and
WHEREAS, on March 1, 2005, the Board of County Commissioners (the “Board”) of 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 referred to in the Ordinance) and their approval by the electorate; and
WHEREAS, concurrently with the adoption of this Series 2005 Resolution, the Board adopted a master resolution (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 and paying the costs of issuing the Bonds; and
WHEREAS, the Board has determined that it is in the best interest of the County and its citizens to sell the initial series of Bonds pursuant to the Master Resolution and this Series Resolution (the “Series 2005 Resolution”) in an amount not to exceed $250,000,000 to fund a portion of the Community Projects (the “Series 2005 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 2005 Bonds to the Finance Director, and to authorize the Finance Director to receive bids for the purchase of the Series 2005 Bonds pursuant to a public sale by competitive bids in an aggregate principal amount not to exceed $250,000,000, and to further authorize the Finance Director, on behalf of the County, to accept the bid or bids which 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 2005 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 2005 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 2005 Resolution and not defined in this Series 2005 Resolution shall have the meanings ascribed to such words and terms in the Ordinance and the Master Resolution.
Section 2. Authority. This Series 2005 Resolution is adopted pursuant to the Constitution of the State of Florida, the Charter, Chapters 125 and 166, Florida Statutes, as amended, the Ordinance, the Authorizing Resolutions, 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 Authorizing Resolutions are reaffirmed and such findings and representations, together with the matters contained in the foregoing recitals, are incorporated in this Series 2005 Resolution by reference.
(b) Each of the Community Projects described in Exhibit A (the “2005 Community Projects”) is included among the respective Community Projects described in the Authorizing Resolutions.
(c) The aggregate principal amount of the Series 2005 Bonds authorized in this Series 2005 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 2005 Bonds allocable to Community Projects specified in Exhibit A , when aggregated with the principal amount of Bonds to be issued and allocated to such Community Projects, will not exceed the dollar limits for such Community Projects set forth in the Authorizing Resolutions (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 each Authorizing Resolution as of the date all Bonds authorized under the Ordinance and the Master Resolution have been issued.
Section 4. Authorization and Purpose of the Series 2005 Bonds. Subject and pursuant to the provisions of this Series 2005 Resolution, the Series 2005 Bonds to be designated “Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2005,” are authorized to be issued in the aggregate principal amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000), for the purposes of: (i) financing all or a portion of the cost of the 2005 Community Projects, and (ii) paying the cost of issuance with respect to such Series 2005 Bonds.
Section 5. Terms of Bonds; Delegations to Finance Director. The Board delegates to the Finance Director the authority to determine the terms and provisions of the Series 2005 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 2005 Bonds shall be issued and sold, subject to the limitations contained in the Ordinance, the Master Resolution and in this Series 2005 Resolution, as follows:
(a) The text of the Series 2005 Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix I to this Series 2005 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 2005 Bonds shall have a maturity of not more than forty years (40) 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 January 1, 2006, 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 the Financial Advisor and as set forth in an omnibus certificate of the County to be delivered concurrently with the delivery of the Series 2005 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, and the winning bidder has elected to have the Series 2005 Bonds insured, 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 2005 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 2005 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 2005 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 2005 Bonds at the time deemed most advantageous at an aggregate purchase price of not less than 100% of the aggregate principal amount of the Series 2005 Bonds to be issued and to award the Series 2005 Bonds to the responsive bidder or bidders offering to purchase the Series 2005 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 5.90%, the Finance Director shall reject all bids.
The form of Official Notice of Sale attached as Exhibit B to this Series 2005 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 2005 Resolution. If all bids are rejected, the Series 2005 Bonds may subsequently again be offered to public sale by competitive bid in accordance with the provisions of this Series 2005 Resolution.
The public sale by competitive bids of the Series 2005 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 2005 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 2005 Bonds, substantially in the form attached as Exhibit C to this Series 2005 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 2005 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 2005 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 2005 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 2005 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 2005 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 2005 Bonds. The Series 2005 Bonds shall be substantially in the form set forth in Appendix I to this Series 2005 Resolution and shall be executed as provided in the Master Resolution. Each Series 2005 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 2005 Bonds to, or for the account of, the Underwriter upon receipt of payment of the purchase price for the Series 2005 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 2005 Bonds, in substantially the form attached as Exhibit D to this Series 2005 Resolution 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 Disclosure Counsel. The Board also approves the delivery and distribution of a final Official Statement with respect to the Series 2005 Bonds, 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 2005 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 each Series of 2005 Bonds and any underlying obligations depending on such matters, all with respect to each Series of 2005 Bonds and any underlying obligations.
Section 11. Application of Proceeds.
(a) Proceeds from the sale of each Series of 2005 Bonds shall be disposed of as follows:
(i) An amount equal to the costs of issuance of such Series of 2005 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 such Series of 2005 Bonds.
(ii) An amount, not to exceed three percent (3%) of the principal amount of the Series 2005 Bonds as designated by the Finance Director in the Omnibus Certificate shall be deposited into the Bond Administrative Expense Account and used for the purposes identified in Section 6.02(B) of the Master Resolution.
(iii) The balance of such proceeds shall be deposited in the respective accounts and subaccounts in the Community Project Fund as described in Section 12 of this Series 2005 Resolution and used to pay the Cost of the 2005 Community Projects.
(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 2005 Bonds provided in Section 11(a) above, as set forth in the Omnibus Certificate, in a manner consistent with the objectives of this Series 2005 Resolution and not inconsistent with the Master Resolution, the Ordinance and the Authorizing Resolutions.
Section 12. Deposits to Community Project Accounts; Subaccounts Authorized.
(a) The Board authorizes and directs that the proceeds of the Series 2005 Bonds available for deposit in the Community Project Fund as described in Section 11(a)(iii) be allocated to one or more of the Community Project Accounts established in Section 6.03 of the Master Resolution, in the percentages designated in Exhibit A.
(b) The Board further directs that the Finance Director shall create subaccounts within each such Community Project Account to be funded with proceeds of the Series 2005 Bonds for each specific project identified in Exhibit A to this Series 2005 Resolution, and to allocate to such subaccount proceeds of the Series 2005 Bonds in the percentages reflected in Exhibit A.
(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 2005 Debt Service Fund Subaccount” is created and established for the benefit of the Series 2005 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 2005 Bonds. Amounts held in any such subaccounts are to be held solely for the benefit of the Series 2005 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 2005 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 2005 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, 2006:
(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 2005 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 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 2005 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 2005 Bonds;
(7) modifications to rights of holders of the Series 2005 Bonds;
(8) bond calls;
(9) defeasance;
(10) release, substitution or sale of any property securing repayment of the Series 2005 Bonds (the Series 2005 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 2005 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 2005 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 2005 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 2005 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 2005 Bonds. In the event that the SEC approves any additional NRMSIRs after the date of issuance of the Series 2005 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 2005 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” which 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 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 2005 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 2005 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 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 2005 Bonds and the sale of the Series 2005 Bonds to the Underwriter and the consummation of all transactions in connection with the issuance and sale of the Series 2005 Bonds, all as contemplated in this Series 2005 Resolution.
Section 16. Severability. If any one or more of the covenants, agreements or provisions of this Series 2005 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 2005 Resolution or of the Series 2005 Bonds.
[The remainder of the page intentionally left blank.]
The foregoing resolution was sponsored by Commissioner and offered by Commissioner , who moved its adoption. The motion was seconded by Commissioner and upon being put to a vote, the vote was as follows:
Joe A. Martinez, Chairman
Dennis C. Moss, Vice-Chairman
Bruno A. Barreiro Dr. Barbara M. Carey-Shuler
Jose "Pepe" Diaz Carlos A. Gimenez
Sally A. Heyman Barbara J. Jordan
Dorrin D. Rolle Natacha Seijas
Katy Sorenson Rebeca Sosa
Sen. Javier D. Souto
The Chairman thereupon declared the resolution duly passed and adopted this day of , 2005. This resolution shall become effective ten (10) days after the date of its adoption unless vetoed by the Mayor, and if vetoed, shall become effective only upon an override by this Board.
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
HARVEY RUVIN, CLERK
Approved by Miami Dade County By:
Attorney as to form and Deputy Clerk
legal sufficiency.

Prepared by Bond Counsel:
Holland & Knight LLP
Law Offices of Steve E. Bullock, P.A.
APPENDIX I
[Form of Bond]
No. R- $

UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI-DADE COUNTY, FLORIDA
GENERAL OBLIGATION BOND
(BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2005

Maturity Date Interest Rate Original Dated Date Cusip No.
%
Registered Owner:
Principal Amount:Dollars
Miami-Dade County, Florida (the “County”), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated corporate trust office of as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the County pursuant to the Resolution referred to below, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent Interest Payment Date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of January and the first day of July of each year, commencing on January 1, 2006. Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the County maintained by , as the Bond Registrar for the Bonds, or any successor Bond Registrar appointed by the County pursuant to the Resolution referred to below (the “Bond Registrar”) at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the Interest Payment Date (the “Record Date”), irrespective of any transfer or exchange of such Bond subsequent to each Record Date and prior to such Interest Payment Date, unless the County shall be in default in payment of interest due on such Interest Payment Date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Upon written request of the holder of $1,000,000 or more in principal amount of such Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder to the Paying Agent in form acceptable to it not less than fifteen (15) days prior to the Record Date (such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder.
This Bond is one of an authorized issue of bonds in the aggregate principal amount of $ (the “Bonds”) of like date, tenor and effect, except as to number, maturity and interest rate, issued to pay the costs of a portion of the Community Projects (as defined in the Ordinance and described in the Resolution) and costs of issuance of the Bonds, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including Chapters 125 and 166, Florida Statutes, the County’s Home Rule Amendment and Charter of Miami-Dade County, Florida, as amended, and Ordinance No. 05-47 enacted by the Board of County Commissioners of Miami-Dade County, Florida (the “Board”) on March 1, 2005 (the “Ordinance”), Resolution No. R- adopted by the Board on , 2005 (the “Master Resolution”) and Resolution No. R- , adopted by the Board on (the “Master Resolution” and Resolution No. R- , adopted by the Board on , 2005 (the “Series 2005 Resolution,” and collectively with the Master Resolution, the “Resolution”), and other applicable provisions of law. This Bond is subject to all the terms and conditions of the Ordinance and the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Ordinance and Resolution.
The full faith, credit and taxing power of the County are pledged to the punctual payment of the principal of and interest on the Bonds, as the same shall become due and payable. Reference is made to the Ordinance and the Resolution for the provisions, among others, relating to the terms and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the holders of the Bonds, and the extent of and limitations on the County’s rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof.
The Bonds maturing July 1, 20 are subject to mandatory redemption prior to maturity, in part by lot, at a redemption price of 100% of the principal amount thereof, on 1, 20 and on each of the following 1 in the following principal amounts:
Date Principal Amount
$
*
* Maturity.
The Bonds maturing July 1 of the years 20 to 20 shall be further subject to redemption prior to their maturity, at the option of the County, on or after July 1, 20 , as a whole or in part at any time, and if in part as selected by the County among outstanding maturities and by lot within a maturity, at the redemption price of 100% of principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption.
Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the County pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof with respect to which no such failure or defect has occurred. All such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date.
This Bond may be transferred upon the registration books of the County upon delivery thereof to the designated corporate trust office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Ordinance and the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of authorized denominations of the same series and maturity. The County and the Bond Registrar may charge the owner of such Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the County) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Bond shall be delivered.
If the date for payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the County where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the scheduled date of payment.
It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of an annual tax, without limitation as to rate or amount, upon all taxable property within the corporate limits of the County (excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient to pay the principal of and interest on the Bonds as the same shall become due and payable, which tax shall be assessed, levied and collected at the same time and in the same manner as other taxes are assessed, levied and collected within the corporate limits of the County, and that the full faith, credit and taxing power of the County are pledged to the punctual payment of the principal of and interest on the Bonds, as the same shall become due and payable.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance and the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar.
IN WITNESS WHEREOF, Miami-Dade County, Florida has issued this Bond and has caused the same to be signed by its Mayor and attested by its Clerk, either manually or with their facsimile signatures, and its seal to be affixed to this Bond or a facsimile of its seal to be reproduced on this Bond.
MIAMI-DADE COUNTY, FLORIDA
(SEAL)
By:
Mayor
ATTESTED:
By:
County Clerk
REGISTRAR’ S CERTIFICATION OF AUTHENTICATION

This Bond is one of the Bonds described in and authorized to be issued pursuant to the terms of the Ordinance and the Resolution.
[


Authorized Signatory
STATEMENT OF INSURANCE
[TO COME]
(FORM OF ASSIGNMENT FOR EACH BOND FORM)
ASSIGNMENT
FOR VALUE RECEIVED the undersigned (the “Transferor”) hereby sells, assigns and transfers unto (the “Transferee”)
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE)
(Please print or typewrite name and address of Transferee)
the within bond and all rights thereunder, and does hereby irrevocably constitute and appoint as attorney to register the transfer of the within bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:

Registered Owner

NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guaranty program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or New York Stock Exchange Medallion Signature Program (MSP), a member firm of the New York Stock Exchange or a commercial bank or a trust company.
NOTICE: No transfer will be registered and no new Bond will be issued in the name or names of the Transferee(s), unless the signature(s) to this assignment correspond(s) with the name or names as it/they appear(s) upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Numbers of the Transferee(s)is/are supplied.

EXHIBIT A
COMMUNITY PROJECT DESCRIPTIONS

EXHIBIT “B”
$250,000,000*
MIAMI-DADE COUNTY, FLORIDA
GENERAL OBLIGATION BONDS
(BUILDING BETTER COMMUNITIES PROGRAM),
SERIES 2005
OFFICIAL NOTICE OF SALE

Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2005 (the “Series 2005 Bonds”) are being offered for sale in accordance with this Official Notice of Sale. Bids for the purchase of the Series 2005 Bonds will be received on behalf of Miami-Dade County, Florida, on Grant Street Group’s MuniAuction website located at website address “www.grantstreet.com” on , 2005, between 11:30 A.M. and 12:00 Noon (but not later than 12:00 Noon) Eastern Daylight Savings Time (except for any extension as described under “BIDDING PROCEDURES” in this Official Notice of Sale).
, 2005
OFFICIAL NOTICE OF SALE
$250,000,000*
MIAMI-DADE COUNTY, FLORIDA
GENERAL OBLIGATION BONDS
(BUILDING BETTER COMMUNITIES PROGRAM),
SERIES 2005
Notice is given that all-or-none (“AON”) bids will be received by Miami-Dade County, Florida (the “County”), for the purchase of $250,000,000* Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2005 (the “Series 2005 Bonds”). All bids must be submitted on Grant Street Group’s MuniAuction website (“MuniAuction”) located at website address “www.grantstreet.com” between 11:30 A.M. and 12:00 Noon (but not later than 12:00 Noon) Eastern Daylight Savings Time (except for any extension as described under “BIDDING PROCEDURES” in this Official Notice of Sale) on , , 2005. To bid on the Series 2005 Bonds, bidders must have: (1) completed the registration form on either the MuniAuction website or any municipal debt auction website powered by MuniAuction, and (2) requested and received admission to the County’s auction (as described under “REGISTRATION AND ADMISSION TO BID” in this Official Notice of Sale).

THE BIDDING PROCESS CURRENTLY SCHEDULED FOR , , 2005, BETWEEN 11:30 A.M. AND 12:00 NOON, EASTERN DAYLIGHT SAVINGS TIME, MAY BE POSTPONED OR THE PRINCIPAL AMOUNT AND AMORTIZATION OF THE SERIES 2005 BONDS MAY BE CHANGED OR ANY OTHER PROVISION OF THIS OFFICIAL NOTICE OF SALE MAY BE AMENDED BY THE COUNTY UPON NO LESS THAN TWENTY-FOUR (24) HOURS PRIOR NOTICE THROUGH MUNIAUCTION. IF SUCH A POSTPONEMENT, CHANGE OR AMENDMENT OCCURS, BIDS WILL BE RECEIVED IN ACCORDANCE WITH THIS OFFICIAL NOTICE OF SALE, AS MODIFIED BY SUCH NOTICE.

BOND DETAILS
The Series 2005 Bonds will be issued initially as fully registered bonds and, when executed and delivered, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2005 Bonds. Individual purchases of beneficial interests in the Series 2005 Bonds may be made only in book-entry-only form in denominations of $5,000 or integral multiples of $5,000. Purchasers of beneficial interests in the Series 2005 Bonds (the “Beneficial Owners”) will not receive physical delivery of bond certificates. As long as Cede & Co. is the registered owner of the Series 2005 Bonds, payments of principal and interest with respect to the Series 2005 Bonds will be made to such registered owner who will in turn remit such principal and interest payments to DTC participants for subsequent disbursement to the Beneficial Owners.

The Series 2005 Bonds will be dated their date of delivery and bear interest from such date, payable commencing on January 1, 2006, and on each January 1 and July 1 thereafter until maturity or prior redemption or purchase by the County, at the rate or rates specified in the proposal of the successful bidder. The schedule of maturities and principal amounts to be paid are as follows:
INITIAL MATURITY SCHEDULE
SERIES 2005 BONDS
Maturity
(July 1) Principal
Amount* Maturity
(July 1) Principal
Amount*
2020 $ 7,735,000 2028 $16,155,000
2021 4,135,000 2029 16,960,000
2022 4,340,000 2030 17,805,000
2023 4,555,000 2031 18,695,000
2024 8,305,000 2032 26,550,000
2025 10,480,000 2033 27,875,000
2026 12,880,000 2034 29,270,000
2027 13,525,000 2035 30,735,000
(NOTE: The County reserves the right to modify the initial maturity schedule shown above (the “Initial Maturity Schedule”). See “BOND DETAILS – Adjustment of Principal Amounts” and “TERMS OF BID AND BASIS OF AWARD” below).
Term Bond Option – Bidders may designate the principal amounts of the Series 2005 Bonds set forth in the Initial Maturity Schedule for any two (2) or more consecutive years as a single term maturity which will mature in the latest of the years designated, and will have a stated maturity amount equal to the sum of the annual principal amounts designated as a part of such term maturity. Bidders may designate no more than four (4) term maturities in such manner, and only one term maturity may be subject to mandatory sinking fund redemption in any year. Upon such designation, the Series 2005 Bonds of such term maturity shall be subject to mandatory sinking fund redemption in part by lot on July 1, in the principal amounts which would otherwise have matured in such designated years, at the price of par plus accrued interest to the redemption date, without premium.

Adjustment of Principal Amounts – The Initial Maturity Schedule for the Series 2005 Bonds represents an estimate of the principal amounts and maturities of Series 2005 Bonds which will be sold. The County reserves the right to change the Initial Maturity Schedule by announcing any such change not later than twenty-four (24) hours prior to the date and time established for receipt of bids, through MuniAuction. If such a change is announced, then the changes, when incorporated into the Initial Maturity Schedule, shall become part of a revised maturity schedule (the “Revised Maturity Schedule”). The Revised Maturity Schedule shall be deemed the principal amounts and maturities for the Bid Form. If no such change is announced, then the Initial Maturity Schedule will be deemed the principal amounts and maturities for the Bid Form.

In addition, if after the final computation of the bids the County determines, in its sole discretion, that the funds necessary to accomplish the purposes of the Series 2005 Bonds are either more or less than the proceeds of the sale of the Series 2005 Bonds, the County reserves the right either to increase or decrease, by no more than ten percent (10%), the principal amount of each maturity of the Series 2005 Bonds (to be rounded to the nearest $5,000). In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and the Series 2005 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified in the proposal of the successful bidder.

Optional Redemption Provisions – The Series 2005 Bonds maturing on or prior to July 1, 2015 are not subject to redemption prior to maturity. The Series 2005 Bonds maturing on or after July 1, 2016 are subject to redemption prior to maturity, at the option of the County, in whole or in part on any date on or after July 1, 2015, in such order of maturity as the County shall select and by lot within a maturity, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption, and without premium.
AUTHORIZATION
The County will issue the Series 2005 Bonds under the authority of, and in full compliance with 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 Code of Miami-Dade County, Florida, as amended, Resolutions No. R-912-04, No. R-913-04, No. R-914-04, No. R-915-04, No. R-916-04, No. R-917-04, No. R-918-04, and No. R-919-04, each adopted by the Board of County Commissioners of Miami-Dade County, Florida (the “Board”) on July 20, 2004 (collectively, the “Authorizing Resolutions”), Ordinance No. 05-47 enacted by the Board on March 1, 2005 (the “Ordinance”), Resolution No. R- -05 adopted by the Board on , 2005 (the “Master Resolution”), and Resolution No. R- -05 adopted by the Board on , 2005 (the “Series 2005 Resolution” and, together with the Authorizing Resolutions, the Ordinance and the Master Resolution, the “Series 2005 Bond Documents”). The Series 2005 Bonds are the first series of bonds to be issued pursuant to a voted authorization of $2,925,750,000 of general obligation bonds in accordance with the Authorizing Resolutions and approved at a special election of the County held on November 2, 2004.
PURPOSE
The Series 2005 Bonds are being issued for the principal purpose of paying for a portion of the costs of constructing and improving water, sewer and flood control systems, park and recreational facilities, bridges, public infrastructure and neighborhood improvements, public safety facilities, emergency and healthcare facilities, public services and outreach facilities, housing for the elderly and families, and cultural, library and multicultural educational facilities located within the County (collectively, the “Building Better Communities Program”). Pursuant to the Series 2005 Bond Documents, proceeds of the Series 2005 Bonds will be allocated to categories of the Building Better Communities Program, as described in the Preliminary Official Statement dated , 2005 relating to the Series 2005 Bonds (the “Preliminary Official Statement”).
SECURITY FOR BONDS
The Series 2005 Bonds will be general obligations of the County and are payable from unlimited ad valorem taxes on all taxable real and personal property within the County (excluding exempt property as required by Florida law) without limitation as to rate or amount, as described in the Preliminary Official Statement under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2005 BONDS.”
CONTINUING DISCLOSURE
In the Series 2005 Resolution, the County has committed to provide certain annual information and notices of material events, as required by Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (the “SEC”) and as described in the Preliminary Official Statement under the caption “CONTINUING DISCLOSURE.”
The obligation of the successful bidder to purchase the Series 2005 Bonds shall be conditioned upon its receiving, at or prior to the delivery of the Series 2005 Bonds, in form and substance reasonably satisfactory to the successful bidder, a copy of the Series 2005 Resolution setting forth the continuing disclosure undertaking described above, which shall constitute a written agreement for the benefit of the registered owners and Beneficial Owners of the Series 2005 Bonds, as required by the Rule.
BOND INSURANCE OPTION
Bidders may, at their option, obtain a policy of municipal bond insurance unconditionally and irrevocably guaranteeing payment of the principal of and interest on all or any designated maturities of the Series 2005 Bonds. The responsibility for obtaining such policy and payment of the premium for such policy shall rest with the successful bidder. Each bidder should indicate whether municipal bond insurance has been purchased and provide the name of the insurer. The County will provide information to municipal bond insurance companies, if such companies wish to consider the qualification of the Series 2005 Bonds for bond insurance. Announcements regarding the availability of such municipal bond insurance shall be made by the applicable insurer over Munifacts prior to the sale date. Bidders not having access to such service may contact individual bond insurers to ascertain the availability and cost of such insurance. However, the County does not guarantee the availability of such insurance or the delivery or receipt of such information. Any failure in the availability of such insurance or the delivery or receipt of such information will not be regarded as a basis for contesting the award of the Series 2005 Bonds to the successful bidder. If the Series 2005 Bonds are delivered on an insured basis, reference to such policy shall appear on the Series 2005 Bonds and in the final Official Statement for the Series 2005 Bonds (the “Official Statement”).
RATINGS
Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. have assigned municipal bond ratings to the Series 2005 Bonds of “AA-” and “Aa3,” respectively, without regard to whether a municipal bond insurance policy is obtained for the Series 2005 Bonds. The rating reports of such rating agencies will be made available upon request to the Office of the Finance Director for the County, Stephen P. Clark Center, 111 N.W. First Street, Suite 2550, Miami, Florida 33128-1995, (305) 375-5147 or to the County’s Financial Advisor, P.G. Corbin & Company, Inc., Two Commerce Square, 2001 Market Street, Suite 3420, Philadelphia, Pennsylvania 19103, (215) 568-2508, Attention: Jeanette Weldon, Senior Managing Director.
Such ratings reflect the views of the respective rating agencies and an explanation of the significance of such ratings may be obtained only from the rating agencies. There is no assurance that such ratings will be in effect for any given period of time or that they will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of the rating agencies, circumstances so warrant. Any such downward revision or withdrawal may have an adverse effect upon the market price of the Series 2005 Bonds.
PURCHASER’S CERTIFICATION REGARDING INITIAL OFFERING PRICE
At the time the County delivers the Series 2005 Bonds, the successful bidder shall furnish to the County a certificate acceptable to Holland & Knight LLP and the Law Offices of Steve E. Bullock, P.A., Bond Counsel to the County (“Bond Counsel”) verifying information as to the bona fide initial offering price to the public and sale of each maturity of the Series 2005 Bonds. Such certificate shall be substantially in the form of Exhibit A to this Official Notice of Sale. If any maturity of the Series 2005 Bonds was also offered to institutional or other investors at a discount from the price at which such maturity was offered to the general public, the successful bidder may be asked for additional certifications as to actual and expected sales of the Series 2005 Bonds at such discounted price.
LEGAL OPINIONS
The opinions of Bond Counsel will approve the legality of the Series 2005 Bonds and state other matters relating to the treatment of interest on the Series 2005 Bonds for federal income tax purposes and for purposes of the intangible taxes imposed by the State of Florida. For a further discussion of certain federal income tax and state personal property tax matters relating to the Series 2005 Bonds, see the information under the caption “INCOME TAX EFFECTS” in the Preliminary Official Statement. The opinions of Bond Counsel will be furnished to the successful bidder, without charge, together with the closing documents customarily delivered by the County for the issuance of general obligation bonds.
Hogan & Hartson LLP, Miami, Florida, McGhee & Associates, Miami, Florida and the Law Offices of Jose A. Villalobos, P.A., Miami Florida, Disclosure Counsel to the County (“Disclosure Counsel”) have advised the County on certain matters relating to disclosure for the issuance of the Series 2005 Bonds and in connection with the preparation of the Preliminary Official Statement and the Official Statement. The opinions of Disclosure Counsel will be furnished to the successful bidder, without charge, together with the closing documents customarily delivered by the County for the issuance of general obligation bonds.
The proposed text of the separate legal opinions of Bond Counsel and Disclosure Counsel is set forth in Appendix C and D, respectively, to the Preliminary Official Statement. The actual legal opinions to be delivered may vary from the text of Appendix C and D, if necessary, to reflect facts and law on the date of delivery of the Series 2005 Bonds. The opinions will speak only as of their date and neither Bond Counsel nor Disclosure Counsel will assume any duty to update or supplement their respective opinions to reflect any change in facts or circumstances, including changes in law that may thereafter occur or become effective.
GOOD FAITH DEPOSIT
Each bidder is required to provide to the County a good faith deposit (the “Deposit”) in the form of a certified or cashier’s check (or a Financial Surety Bond as described below) drawn upon a bank or trust company in immediately available funds, dated on or before the date of the bid, in the amount of $5,000,000.00, representing two percent (2%) of the principal amount of the Series 2005 Bonds (the “Good Faith Check”). The Good Faith Check must be received by the County’s Finance Director, at 111 N.W. First Street, Suite 2550, Miami Florida 33128-1995, by 11:00 A.M., Eastern Daylight Savings Time, on the date bids are due and must be payable unconditionally to the order of the “Board of County Commissioners of Miami-Dade County, Florida.” Award or rejection of bid(s) will be made on the date the bid(s) are received. The Good Faith Checks of unsuccessful bidders who submitted the same in satisfaction of the Deposit will be returned immediately after the award is made. The Good Faith Check of the successful bidder will be cashed by the County after the award is made and the proceeds of such Good Faith Check shall be held as security for the performance of the successful bidder’s obligation to comply with the terms of its bid. At the time of the delivery of and payment for the Series 2005 Bonds, the amount of the Good Faith Check shall be credited against the purchase price due from the successful bidder for the Series 2005 Bonds. In the event the successful bidder should fail to comply with the terms of its bid, the proceeds of the Good Faith Check shall be retained by the County. The retention of such proceeds by the County will constitute full liquidated damages and the successful bidder shall have no further liability. If the Series 2005 Bonds are not issued for any reason other than the successful bidder failing to comply with its bid, the County shall promptly deliver the proceeds of the Good Faith Check to the successful bidder, in immediately available funds, and the County shall have no further liability to the successful bidder. No interest shall be paid or credited to the successful bidder on the proceeds of the Good Faith Check.
Alternatively, each bidder may submit a financial surety bond (the “Financial Surety Bond”) naming the County as the obligee in the event of default by the bidder pursuant to the terms and conditions of the Financial Surety Bond. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Florida and approved by the County (as of the date of this Official Notice of Sale, only Financial Security Assurance Inc. is qualified for this purpose) and must be received by the County’s Finance Director at the above address by 11:00 A.M., Eastern Daylight Savings Time, on the date bids are due. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Series 2005 Bonds are awarded to a bidder utilizing a Financial Surety Bond, that bidder is required to submit its Good Faith Check. Such Good Faith Check shall be considered due on the day the Series 2005 Bonds are awarded, and shall be considered delinquent if not received by 12:00 Noon, Eastern Daylight Savings Time, on the next business day following such award. If such Good Faith Check is not received by that time, the Financial Surety Bond may be drawn down by the County to satisfy the Deposit requirement.
REGISTRATION AND ADMISSION TO BID
To bid, bidders must first visit the MuniAuction website at “www.grantstreet.com” where, if they have never registered with either MuniAuction or any municipal debt auction website powered by MuniAuction, they can register and then request admission to bid in the AON auction for the Series 2005 Bonds. Bidders will be notified prior to the scheduled bidding time of their eligibility to bid. Only NASD registered broker-dealers and dealer banks with DTC clearing arrangements will be eligible to bid. The County will determine whether any request for admission is granted.
BIDDING PROCEDURES
All bids must be submitted electronically on the MuniAuction website at “www.grantstreet.com.” No telephone, telefax, telegraph or personal delivery bids will be accepted. Bidders may change and submit bids as many times as they wish during the auction; provided, however, that each bid submitted subsequent to a bidder’s initial bid must result in a lower true interest cost on the Series 2005 Bonds (“TIC”), when compared to the immediately preceding bid of such bidder. The last bid submitted by a bidder before the end of the auction (as the same may be extended, as described below) will be compared to all other final bids submitted by others to determine the winning bidder or bidders. During the bidding, no bidder will see any other bidder’s bid, but each bidder will be able to see its ranking (i.e., “Leader,” “Cover,” “3rd,” etc.).
If any bid becomes a leading bid two (2) minutes prior to the end of the auction, then the auction will be automatically extended by two (2) minutes from the time such new leading bid was received by MuniAuction. The auction end time will continue to be extended, indefinitely, until a single leading bid remains the leading bid for at least two (2) minutes.
Bidders should verify the accuracy of their final bids and compare them to the winning bids reported on the MuniAuction Observation Page immediately after the auction.
The use of MuniAuction shall be at the bidder’s risk, and none of the County, Bond Counsel, Disclosure Counsel or the County’s Financial Advisor, shall be responsible for, and each bidder expressly assumes the risk of, any incomplete, inaccurate or untimely bid submitted by such bidder, including, without limitation, incomplete, inaccurate or untimely bids caused by reason of garbled transmissions, mechanical failure, slow or engaged telephone or telecommunications lines or any other cause. All costs and expenses incurred by prospective bidders in connection with their submission of bids through MuniAuction are the sole responsibility of the bidders and the County is not responsible for any of such costs or expenses.
RULES OF MUNIAUCTION
The “Rules of MuniAuction” can be viewed on the MuniAuction website at “www.grantstreet.com” and are incorporated by this reference into this Official Notice of Sale. Bidders must comply with the Rules of MuniAuction in addition to the requirements of this Official Notice of Sale. In the event the Rules of MuniAuction conflict with this Official Notice of Sale, this Official Notice of Sale shall prevail.
TERMS OF BID AND BASIS OF AWARD
Bids must be unconditional and for the purchase of all, but not less than all, of the Series 2005 Bonds. THE PURCHASE PRICE FOR THE SERIES 2005 BONDS SHALL BE NO LESS THAN 100% OF THE AGGREGATE PAR AMOUNT OF THE SERIES 2005 BONDS. In addition, the reoffering price of any individual maturity of the Series 2005 Bonds may not be less than 98% nor more than 111% of the par amount of that maturity (calculated to the date of delivery of the Series 2005 Bonds). BIDDERS MUST INCLUDE IN THEIR BIDS A LIST OF THE MEMBERS OF THEIR SYNDICATE.
Any bid which contains a reoffering price for any maturity which is in excess of 100% of the par amount for such maturity, as set forth in the Initial Maturity Schedule or in the Revised Maturity Schedule, as applicable, may be adjusted, in the sole discretion of the County, to decrease the par amount of specific maturities (rounded to the nearest $5,000) so that the aggregate par amount of the Series 2005 Bonds to be sold, plus the original issue premium contained in such bid, does not exceed the aggregate par amount of the Series 2005 Bonds, as set forth in the Initial Maturity Schedule or in the Revised Maturity Schedule or does not exceed the aggregate par amount of the Series 2005 Bonds authorized to be issued, as applicable. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and the Series 2005 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified in the proposal of the successful bidder.

The Series 2005 Bonds shall bear interest expressed in multiples of one-eighth (1/8) or one-twentieth (1/20) of one per centum. No bid offering a difference greater than 275 basis points between the highest coupon rate bid for any single maturity and the lowest coupon rate bid for any other maturity will be considered. All Series 2005 Bonds maturing on the same date shall bear the same rate of interest.
The Series 2005 Bonds will be awarded to the bidder offering to purchase the Series 2005 Bonds at the lowest annual interest cost computed on a TIC basis, but not exceeding 5.90%. The annual TIC will be determined by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Series 2005 Bonds from the payment dates to the date of the Series 2005 Bonds and to the price bid. For purposes of this Official Notice of Sale, sinking fund installments for any Series 2005 Term Bonds shall be considered as serial maturities. The TIC must be calculated to six (6) decimal places. In the case of a tie, the winning bid will be the first bid received by MuniAuction (any change to a submitted bid constitutes a new bid).

EACH BIDDER MUST SPECIFY IN ITS BID THE INTEREST RATE FOR THE SERIES 2005 BONDS OF EACH MATURITY AND ALL SERIES 2005 BONDS MATURING ON THE SAME DATE MUST BEAR INTEREST AT THE SAME RATE. NO BIDS FOR LESS THAN ALL OF THE SERIES 2005 BONDS OFFERED WILL BE ENTERTAINED. THE COUNTY RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE. THE COUNTY ALSO RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE COUNTY SHALL NOT REJECT ANY CONFORMING BID UNLESS ALL CONFORMING BIDS ARE REJECTED.
COMPLIANCE WITH SEC AND MSRB RULES
The successful bidder agrees to take any and all other actions necessary to comply with applicable SEC and Municipal Securities Rulemaking Board (the “MSRB”) rules governing the offering, sale and delivery of the Series 2005 Bonds, including, without limitation, the payment of any fees or charges required to be paid by the MSRB or the Bond Market Association in connection with the purchase or sale of the Series 2005 Bonds.
MINORITY PARTICIPATION
It is the County’s policy to foster participation by African-American firms, Hispanic firms, women-owned firms, and disadvantaged business enterprises (collectively, the “Minority Firms”) in each of its bond issues. The County strongly encourages each bidder to support that policy by including Minority Firms in its syndicate. No bid, however, will be considered non-responsive on the basis of non-compliance with the County’s request that the syndicate include Minority Firms. To assist the County, each bidder shall identify any Minority Firms that are part of the syndicate.
CONFLICT OF INTEREST
Prospective bidders are advised to take notice of the Conflict of Interest provision contained in Section 2-11.1 of the Code of Miami-Dade County, Florida, as amended, particularly with respect to contracts with members of the Board and certain employees of the County and their immediate families and restrictions relating to lobbying activities.
SETTLEMENT OF BONDS
It is expected that closing for the Series 2005 Bonds will occur in Miami, Florida on or about , 2005 (the “Closing Date”), or such other date as shall be appropriate to ensure compliance with the Rule. On such date, the Series 2005 Bonds will be delivered to DTC, as securities depository, and registered in the name of Cede & Co., as nominee of DTC. The successful bidder shall timely obtain CUSIP identification numbers and pay CUSIP Service Bureau charges for assignment of the numbers. The successful bidder shall advise the County within two (2) business days after notice of award of the CUSIP identification numbers for the Series 2005 Bonds. The successful bidder shall also advise the underwriting department of DTC, not less than four (4) business days prior to the Closing Date, of the interest rates borne by the Series 2005 Bonds, the CUSIP identification numbers and the Closing Date. Any delay, error or omission with respect to the CUSIP numbers shall not constitute a cause for failure or refusal by the successful bidder to accept delivery of, and pay for, the Series 2005 Bonds in accordance with the terms of this Official Notice of Sale.
FULL PAYMENT OF THE PURCHASE PRICE (MINUS THE AMOUNT OF THE DEPOSIT) MUST BE MADE TO THE COUNTY BY 11:00 A.M. EASTERN DAYLIGHT SAVINGS TIME ON THE CLOSING DATE BY THE SUCCESSFUL BIDDER IN FEDERAL RESERVE FUNDS OR IMMEDIATELY AVAILABLE FUNDS, WITHOUT COST TO THE COUNTY.

BLUE SKY LAWS
The successful bidder will be responsible for the clearance or exemption with respect to the status of the Series 2005 Bonds for sale under the securities or “Blue Sky” laws of the several states and the preparation of any surveys or memoranda in connection with such sale. The County shall have no responsibility for such clearance, exemption or preparation.
CLOSING DOCUMENTS
In addition to the opinions of Bond Counsel and Disclosure Counsel referred to above, at the time of payment for and delivery of the Series 2005 Bonds, the County will furnish the successful bidder with the following documents, all to be dated as of the date of delivery:

1. No Litigation Opinion An opinion of the Office of the Miami-Dade County Attorney to the effect that, except as described in the Official Statement, there is no litigation pending or, to its knowledge, threatened which, if determined adversely, would materially adversely affect the validity of the Series 2005 Bonds.

2. General Certificate A certificate or certificates of the appropriate officers of the County to the effect that (1) to the best of such officer’s knowledge and belief, and after reasonable investigation, (a) neither the Official Statement nor any amendment or supplement to it contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) since the date of the Official Statement, no materially adverse change has occurred in the financial position or results of operation of the County, except as set forth in or contemplated by the Official Statement; (2) the Series 2005 Bonds have been executed by manual or facsimile signature of the appropriate County officials who were duly authorized to execute the same; and (3) on the basis of the facts, estimates and circumstances relied upon at the time of delivery of the Series 2005 Bonds, it is not expected that the proceeds of the Series 2005 Bonds will be used in a manner that will cause the Series 2005 Bonds to be arbitrage bonds.

3. Finance Director’s Receipt – The receipt of the Finance Director showing that the purchase price of the Series 2005 Bonds has been received and deposited in the appropriate funds and accounts.

The successful bidder will also be required to execute certain closing documents required by Florida law or by Bond Counsel in connection with the delivery of the Series 2005 Bonds or the delivery of the opinions of Bond Counsel described in this Official Notice of Sale.

PRELIMINARY OFFICIAL STATEMENT; FINAL OFFICIAL STATEMENT

The County has authorized the distribution of the Preliminary Official Statement, which it deemed final (except for permitted omissions) for purposes of the Rule. The Preliminary Official Statement describes the Series 2005 Bonds and contains information with respect to the County. The Preliminary Official Statement is available for viewing in electronic format on the MuniAuction website located at “www.grantstreet.com.” In addition, NASD registered broker-dealers and dealer banks with DTC clearing arrangements may either: (a) print a copy of the Preliminary Official Statement on their own printer, or (b) elect to receive a bound hard copy of the Preliminary Official Statement in the mail by requesting it on the MuniAuction website or as described below under “ADDITIONAL INFORMATION.” In order to print a copy or request a bound hard copy of the Preliminary Official Statement from MuniAuction, click the “View POS” button on the MuniAuction Selections Page and follow the instructions.

This Official Notice of Sale is not intended to be a disclosure document. All bidders must review the Preliminary Official Statement and will be required to certify that they have done so prior to participating in the bidding. In the event of any conflict between the statements contained in the Preliminary Official Statement and in this Official Notice of Sale, the statements contained in the Preliminary Official Statement shall prevail.

Upon the sale of the Series 2005 Bonds, the County will deliver a final Official Statement substantially in the same form as the Preliminary Official Statement, subject to such amendments as are necessary, to the successful bidder within the earlier of seven (7) business days following the sale of the Series 2005 Bonds or to accompany the successful bidder’s confirmation that requests payment for the Series 2005 Bonds. Up to five hundred (500) copies of the Official Statement (and any supplement to the Official Statement) will be made available to the successful bidder at the expense of the County. Additional copies may be obtained at the expense of the successful bidder.
MANDATORY STATE FILING
Section 218.38(1)(b)1, Florida Statutes, as amended, requires that the County file, within one hundred twenty (120) days after the delivery of the Series 2005 Bonds, an information statement with the Division of Bond Finance of the Board of Administration of the State of Florida (the “Division of Bond Finance”) containing the following information: (a) the name and address of the managing underwriter, if any, connected with the bond issue; (b) the name and address of any attorney or financial consultant who advised the County with respect to the bond issue; (c) any fee, bonus, or gratuity paid by any underwriter or financial consultant, in connection with the bond issue, to any person not regularly employed or engaged by such underwriter or consultant; and (d) any other fee paid by the County with respect to the bond issue, including any fee paid to attorneys or financial consultants. The successful bidder shall provide to the County the information mentioned in (a) and (c) above when the Series 2005 Bonds are delivered. Such information provided pursuant to the cited Statute shall be maintained by the Division of Bond Finance and by the County as a public record.

TRUTH-IN-BONDING STATEMENT
Each bidder will be required to complete and sign the Truth-in-Bonding Statement set forth in Exhibit B to this Official Notice of Sale and submit such statement to the County’s Finance Director (which submission may be by facsimile transmission at (305) 375-5659) on the date bids are due and prior to award of the Series 2005 Bonds by the County.
PUBLIC ENTITY CRIMES
Section 287.133, Florida Statutes, provides, among other things, that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO (currently $25,000) for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.
ADDITIONAL INFORMATION
The Preliminary Official Statement, the Official Notice of Sale and the Bid Form are available for review on the MuniAuction website at “www.grantstreet.com.” and are also available on the website of the printer at “www. .com.” In addition, copies of the Preliminary Official Statement and Official Notice of Sale will be furnished, in limited quantities, upon application to the undersigned at the Stephen P. Clark Center, 111 N.W. First Street, Suite 2550, Miami, Florida 33128-1995, (305) 375-5147, or to the County’s Financial Advisor, P.G. Corbin & Company, Inc., Two Commerce Square, 2001 Market Street, Suite 3420, Philadelphia, Pennsylvania 19103, (215) 568-2508, Attention: Jeanette Weldon, Senior Managing Director.

Any questions concerning the MuniAuction website should be directed to Anthony Chiappetta at (412) 391-5555, extension 329. Any questions regarding bidder support should be directed to Jessica Wessel at (412) 391-5555, extension 318 or to John Carver at (412) 391-5555, extension 316.

MIAMI-DADE COUNTY, FLORIDA
Rachel E. Baum, C.P.A.
Finance Director

Dated: , 2005
EXHIBIT A
UNDERWRITERS’ CERTIFICATE REGARDING ISSUE PRICE

The undersigned duly authorized officer of , senior managing underwriter, as representative of the syndicate (collectively, the “Underwriters”) listed in the response submitted in the successful bid for the $ Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series 2005 (the “Series 2005 Bonds”), HEREBY CERTIFIES that:

1. As of the date of this Certificate, pursuant to its bid submitted in response to an Official Notice of Sale dated , 2005 (the “Notice of Sale”), relating to the Series 2005 Bonds, the Underwriters have agreed to purchase the Series 2005 Bonds on the terms and conditions described in the Notice of Sale and the final Official Statement dated , 2005 (the “Official Statement”) relating to the Series 2005 Bonds.

2. All of the Series 2005 Bonds have been the subject of a bona fide initial offering to the public, excluding bondhouses, brokers or similar persons or organizations acting in the capacity of underwriters and wholesalers (the “Public”), made pursuant to the Official Statement.

3. As of the date of this Certificate, none of the Series 2005 Bonds have been sold in exchange for property (other than cash or other legal tender), and none of the Series 2005 Bonds remaining to be sold as of the date of this Certificate are expected to be exchanged for property.

4. All of the Series 2005 Bonds have been initially offered at prices no higher than, or yields no lower than, the respective prices or yields shown on the inside cover page of the Official Statement (the “Official Statement Prices”).

5. To the best of our knowledge, based on our records and other information available to us which we believe to be correct after reasonable investigation, as of , 2005, the date of the sale of the Series 2005 Bonds to the Underwriters (the “Sale Date”), individual Series 2005 Bonds aggregating not less than ten percent (10%) of the total principal amount of each maturity of the Series 2005 Bonds were sold by the Underwriters to the Public at initial offering prices equal to the Official Statement Prices, and no Series 2005 Bonds were sold to the Public at a price greater than (or a yield less than) the Official Statement Prices. As of the Sale Date, based upon our assessment of the then prevailing market conditions, we had no reason to believe any of the Series 2005 Bonds would be initially sold to the Public at prices or yields different from the Official Statement Prices.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed in its name, on its behalf and on behalf of the Underwriters, by its duly authorized officer this day of , 2005.

[Name of Senior Managing Underwriter]
By:
Name:
Title:

In compliance with Section 218.385, Florida Statutes, as amended, the undersigned bidder submits the following Truth-In-Bonding Statement with respect to the Series 2005 Bonds (NOTE: For information purposes only and not a part of the bid):

The County is proposing to issue $ of Series 2005 Bonds for the purpose of financing a portion of the County’s Building Better Communities Program. The Series 2005 Bonds are expected to be repaid over a period of thirty (30) years. At a forecasted interest rate of %, total interest paid over the life of the Series 2005 Bonds will be $

The source of repayment or security for the Series 2005 Bonds is the unlimited ad valorem taxes to be levied, without limitation as to rate or amount, on all taxable property located in the County (excluding exempt property as required by Florida law). The ad valorem taxes levied to pay the Series 2005 Bonds will not affect the moneys available to the County for other purposes.

(BIDDER’S NAME)
By:
Title:
Date:
EXHIBIT “C”
UMMARY NOTICE OF SALE

$250,000,000*
MIAMI-DADE COUNTY, FLORIDA
GENERAL OBLIGATION BONDS
(BUILDING BETTER COMMUNITIES PROGRAM),
SERIES 2005

NOTICE IS HEREBY GIVEN that all-or-none bids will be received by Miami-Dade County, Florida (the “County”) for the purchase of $250,000,000* Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2005 (the “Series 2005 Bonds”). All bids must be submitted on Grant Street Group’s MuniAuction website (“MuniAuction”) located at website address “www.grantstreet.com” between 11:30 A.M. and 12:00 Noon (but not later than 12:00 Noon) Eastern Daylight Savings Time (except for any extension as described under “BIDDING PROCEDURES” in the Official Notice of Sale) on , , 2005, in accordance with the Official Notice of Sale. To bid, bidders must have: (1) completed the registration form on either the MuniAuction website or any municipal debt auction website powered by MuniAuction, and (2) requested and received admission to the County’s auction (as described under “REGISTRATION AND ADMISSION TO BID” in the Official Notice of Sale). The County reserves the right to postpone the date and time established for the receipt of bids and to change the principal amount or amortization of the Series 2005 Bonds upon no less than 24 hours notice by MuniAuction prior to the sale.

The Series 2005 Bonds are being issued for the principal purpose of paying for a portion of the costs of constructing and improving water, sewer and flood control systems, park and recreational facilities, bridges, public infrastructure and neighborhood improvements, public safety facilities, emergency and healthcare facilities, public services and outreach facilities, housing for the elderly and families, and cultural, library and multicultural educational facilities located within the County.

The Series 2005 Bonds will be issued in fully registered book-entry-only form through the facilities of The Depository Trust Company, New York, New York, as the securities depository. Beneficial interests in the Series 2005 Bonds may be sold in denominations of $5,000 or integral multiples of $5,000. Settlement for the Series 2005 Bonds is expected to occur on or about , 2005.

The Preliminary Official Statement, the Official Notice of Sale and the Bid Form relating to the Series 2005 Bonds will be available on MuniAuction for review. Copies of the Preliminary Official Statement and the Official Notice of Sale relating to the Series 2005 Bonds will also be available on the website of the printer at “www. .com” or upon request from the Office of the Finance Director for the County, Step hen P. Clark Center, 111 N.W. First Street, Suite 2550, Miami, Florida 33128-1995, (305) 375-5147 or from the County’s Financial Advisor, P.G. Corbin & Company, Inc., Two Commerce Square, 2001 Market Street, Suite 3420, Philadelphia, Pennsylvania 19103, (215) 568-2508, Attention: Jeanette Weldon, Senior Managing Director.

MIAMI-DADE COUNTY, FLORIDA
Rachel E. Baum, C.P.A., Finance Director
Dated this day of , 2005
EXHIBIT D
PRELIMINARY OFFICIAL STATEMENT

HEADER
Date:

To: Honorable Chairman Joe A. Martinez and Members
Board of County Commissioners
From: George M. Burgess
County Manager
Subject:Resolution Authorizing Issuance of $250,000,000 General Obligation Bonds (Building Better Communities Bond Program) Series 2005

STAFF RECOMMENDATION
It is recommended that the Board of County Commissioners (Board) adopt the attached Resolution (Series 2005 Resolution) authorizing the issuance and public sale of general obligation bonds in an aggregate principal amount not to exceed $250,000,000 (Series 2005 Bonds). The Series 2005 Bonds are the first 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 2005 Bonds, the Series 2005 Resolution provides for other related authorizations and approvals required to complete a competitive bond transaction, which include delegating certain matters in connection with the issuance of the Series 2005 Bonds to the Finance Director.

MANAGER'S BACKGROUND
On July 20, 2004, the Board adopted eight resolutions (Authorizing Resolutions) that, in the aggregate, approved a special bond election for the Building Better Communities Bond Program. The electorate overwhelmingly approved all eight ballot questions on November 2, 2004. As required by the County’s Home Rule Charter and Code, the Board subsequently enacted Ordinance No. 05-47 on March 1, 2005 that authorized the issuance of $2,925,750,000 in general obligation bonds pursuant to the Authorizing Resolutions and the election (Ordinance). On the agenda for today’s meeting is the master resolution (Master Resolution) that (i) establishes certain general provisions that are applicable to all Bonds and are additional and supplemental to those set forth in the Ordinance, and (ii) provides that the terms, maturities, interest rates and other details, including specific projects to be funded for each series of Bonds, shall be determined in a series resolution adopted by the Board prior to the issuance of each series of Bonds (Series Resolution). The attached Series 2005 Resolution is the first Series Resolution for the Building Better Communities Bond Program.

Each Authorizing Resolution included a list of projects that were approved as part of the Building Better Communities Bond Program (Projects). Attached to the Series 2005 Resolution as Exhibit “A” is a listing of those individual Projects that will be financed from the Series 2005 Bonds.

The Series 2005 Resolution approves, authorizes and provides for:

• The issuance of the Series 2005 Bonds for the purpose of financing the first components 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 the Series 2005 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 2005 Bonds;

• The execution and delivery of the Series 2005 Bonds; and

• The appropriate officials of the County to take all actions necessary in connection with the issuance of the Series 2005 Bonds and the closing of this transaction.

The Series 2005 Resolution delegates to the Finance Director 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 5.90% true interest cost (“TIC”) for the Series 2005 Bonds, in accordance with the Official Notice of Sale;

• 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;

• Award the Series 2005 Bonds to the lowest responsive bidder or bidders;

• Select and appoint a Paying Agent and Bond Registrar for the Series 2005 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 2005 Resolution.

The Series 2005 Bonds are expected to be issued in August 2005.

Assistant County Manager



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