TITLE
RESOLUTION AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (BUILDING BETTER COMMUNITIES PROGRAM), SERIES 2011A, IN ONE OR MORE SERIES, PURSUANT TO ORDINANCE NO. 05 47 AND RESOLUTION NO. R-576-05, IN PRINCIPAL AMOUNT NOT TO EXCEED $200,000,000 FOR PURPOSE OF PAYING ALL OR A PORTION OF CERTAIN APPROVED CAPITAL PROJECT COSTS AND PAYING COSTS OF ISSUING SERIES 2011A BONDS; AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION REFUNDING BONDS (PARKS PROGRAM), SERIES 2011B, IN AMOUNT NOT TO EXCEED $42,000,000, WITH ESTIMATED NET PRESENT VALUE SAVINGS OF $2,100,000 AND FINAL MATURITY NOT LATER THAN BONDS BEING REFUNDED, IN ONE OR MORE SERIES, PURSUANT TO ORDINANCE NO. 96 115 AND RESOLUTION NO. R-1193-97, AS AMENDED, FOR PURPOSE OF REFUNDING ALL OR A PORTION OF THE OUTSTANDING MIAMI-DADE COUNTY, FLORIDA, GENERAL OBLIGATION BONDS (PARKS PROGRAM), SERIES 1999 AND SERIES 2001, AND PAYING COSTS OF ISSUING SERIES 2011B BONDS IN ESTIMATED AMOUNT OF $600,000; AUTHORIZING ISSUANCE OF MIAMI-DADE COUNTY, FLORIDA, SEAPORT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011C, IN AMOUNT NOT TO EXCEED $125,000,000, WITH ESTIMATED NET PRESENT VALUE SAVINGS OF $6,175,000 AND FINAL MATURITY NOT LATER THAN BONDS BEING REFUNDED, IN ONE OR MORE SERIES, PURSUANT TO ORDINANCE NOS. 86 77 AND 88-66, AS SUPPLEMENTED AND AMENDED, FOR PURPOSE OF REFUNDING ALL OR A PORTION OF THE OUTSTANDING MIAMI-DADE COUNTY, FLORIDA, SEAPORT GENERAL OBLIGATION REFUNDING BONDS, SERIES 1996, AND PAYING COSTS OF ISSUING SERIES 2011C BONDS IN ESTIMATED AMOUNT OF $1,800,000; AUTHORIZING PUBLIC SALE OF BONDS BY COMPETITIVE BID; PROVIDING CERTAIN DETAILS OF SUCH BONDS; AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE, WITHIN CERTAIN LIMITATIONS AND PARAMETERS, AUTHORITY TO FINALIZE TERMS AND OTHER PROVISIONS OF SUCH BONDS, INCLUDING ACCEPTANCE OF BID(S), SELECT BOND REGISTRAR, PAYING AGENT, ESCROW AGENT AND VERIFICATION AGENT, AND APPROVE FORM OF OFFICIAL NOTICE OF SALE, PRELIMINARY OFFICIAL STATEMENT, OFFICIAL STATEMENT, BOND FORMS, AND ESCROW DEPOSIT AGREEMENT; PROVIDING CERTAIN COVENANTS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES TO TAKE ALL ACTION NECESSARY IN CONNECTION WITH ISSUANCE AND SALE OF SUCH BONDS; AND PROVIDING SEVERABILITY; AMENDING RESOLUTION NOS. R-583-10, R-764-10, R-954-10, R-1065-10, R-1133-10, R-1144-10, R-1145-10, R-1148-10 R-1205-10, R-28-11, R-53-11, R-54-11 AND R-55-11

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

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

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

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

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

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

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

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

WHEREAS, the authorizing resolutions mentioned above are referred to in this Series Resolution (the �Series 2011 Resolution�) collectively as the �Authorizing Resolutions�; and

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

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

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

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

WHEREAS, pursuant to the Ordinance and the Master Resolution, as supplemented by Resolution No. R-1154-08, adopted by the Board on November 20, 2008, the County has previously issued the $146,200,000 Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series 2008B, and the $203,800,000 Miami-Dade County Florida General Obligation Bonds (Building Better Communities Program), Series 2008B-1 (together, the �2008B Bonds�), to fund various Community Projects; and

WHEREAS, pursuant to the Ordinance and the Master Resolution, as supplemented by Resolution No. R-337-09, adopted on April 7, 2009, the County has previously issued the $50,980,000 Miami-Dade County, Florida General Obligation Bonds (Building Better Communities Program), Series 2010A (the �Series 2010A Bonds�), to fund a Community Project consisting of a new County owned professional baseball stadium at the Orange Bowl site to be used by the Florida Marlins; and

WHEREAS, the Board wishes to issue Additional Bonds pursuant to the Master Resolution and this Series 2011 Resolution in an amount not to exceed $200,000,000 (the �Series 2011A Bonds�) in one or more series to fund some or all of the Community Projects detailed in Exhibit A of this 2011 Resolution (the �Building Better Communities Projects�); and

WHEREAS, on July 16, 1996, the Board enacted Ordinance No. 96-115 (the �Parks Program Ordinance�), authorizing the issuance of general obligation bonds in an aggregate principal amount not to exceed $200,000,000, from time to time and in more than one series for the purpose of paying all or part of the cost of the capital improvement program for improvement to, and acquisition of, neighborhood and regional parks, beaches, natural areas and recreational and heritage facilities (collectively, the �Parks Program Projects�), pursuant to the Constitution and laws of the State of Florida, including Chapters 125 and 166, Florida Statutes, as amended, the Charter and their approval by the electorate; and

WHEREAS, on October 7, 1997, the Board adopted Resolution No. R-1193-97 (as amended by Resolution No. R-1183-98 adopted by the Board on October 20, 1998, the �Parks Program Master Resolution�) authorizing issuance pursuant to the Parks Program Ordinance of general obligation bonds in one or more series from time to time in an aggregate principal amount not to exceed $200,000,000, for the purpose of paying all or part of the cost of the Parks Program Projects and paying the costs of issuing such bonds; and

WHEREAS, pursuant to the Parks Program Ordinance and the Parks Program Master Resolution, as supplemented by Resolution Nos. R-528-99 and R-1092-99, adopted by the Board on May 11, 1999, and October 5, 1999, respectively, the County has previously issued the $25,615,000 Miami-Dade County, Florida General Obligation Bonds (Parks Program), Series 1999 (the �Series 1999 Bonds�), to fund various Parks Program Projects, a portion of which remain outstanding; and

WHEREAS, pursuant to the Parks Program Ordinance and the Parks Program Master Resolution, as supplemented by Resolution Nos. R-643-01 and R-759-01, adopted by the Board on June 5, 2001, and July 10, 2001, respectively, the County has previously issued the $28,500,000 Miami-Dade County, Florida General Obligation Bonds (Parks Program), Series 2001 (the �Series 2001 Bonds�), to fund various Parks Program Projects, a portion of which remain outstanding; and

WHEREAS, the Board wishes to issue general obligation refunding bonds pursuant to this Series 2011 Resolution and, to the extent not inconsistent with this Series 2011 Resolution, the Parks Program Master Resolution (the �Series 2011B Bonds�), in one or more series to refund, defease and redeem all or a portion of the Series 1999 Bonds and the Series 2001 Bonds (the Series 1999 Bonds and the Series 2001 Bonds to be so refunded, defeased and redeemed, the �Parks Program Prior Bonds�) in an amount not to exceed $42,000,000, with an estimated present value savings of $2,200,000 and final maturity not later than the final maturity of the Parks Program Prior Bonds; and

WHEREAS, the County has previously issued its Dade County, Florida Seaport General Obligation Refunding Bonds, Series 1996 (the �Series 1996 Bonds�), a portion of which remain outstanding (the �Seaport Prior Bonds), pursuant to the provisions of Ordinance No. 86-77 enacted by the Board on October 14, 1986 (the �1986 Ordinance�) and Ordinance No. 88-66 enacted by the Board on July 5, 1988, as supplemented and amended (the �Seaport Bond Ordinance�), which Series 1996 Bonds were issued for the purpose of providing funds to finance the acquisition and construction of certain port facilities of the County; and

WHEREAS, the Board wishes to issue general obligation refunding bonds pursuant to the 1986 Ordinance, the Seaport Bond Ordinance and this Series 2011 Resolution (the �Series 2011C Bonds� and, together with the Series 2011A Bonds and the Series 2011B Bonds, the �Series 2011 Bonds�), in one or more series to refund, defease and redeem all or a portion of the Series 1996 Bonds (the Series 1996 Bonds to be so refunded, the �Seaport Prior Bonds�) in an amount not to exceed $125,000,000, with an estimated present value savings of $8,800,000 and final maturity not later than the final maturity of the Seaport Prior Bonds; and

WHEREAS, the Board has determined that it is presently in the best interest of the County and its citizens to issue the Series 2011 Bonds through a public sale by competitive bids; and

WHEREAS, the Board has determined that it is presently in the best interest of the County and its citizens to authorize the Finance Director, as the County Mayor�s Designee, to take certain actions in connection with the issuance of the Series 2011 Bonds and to authorize the Finance Director to receive separate bids for the purchase of each series of the Series 2011 Bonds pursuant to a public sale by competitive bids, and to further authorize the Finance Director, on behalf of the County, to accept the bid or bids from qualified bidders that result in the lowest true interest cost to the County, upon the terms and conditions and subject to the limitations set forth in this Series 2011 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 2011 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 2011 Resolution and not defined in this Series 2011 Resolution shall have the meanings ascribed to such words and terms in the Ordinance, the Master Resolution, the Parks Program Ordinance, the Parks Program Master Resolution, the 1986 Ordinance and the Seaport Bond Ordinance.

Section 2.���Authority.� This Series 2011 Resolution is adopted pursuant to the Constitution of the State of Florida, Chapters 125, 132 and 166, Florida Statutes, as amended, the Charter, the Ordinance, the Authorizing Resolutions, the Master Resolution, the Parks Program Ordinance, the Parks Program Master Resolution (to the extent not inconsistent with this Series 2011 Resolution), the 1986 Ordinance, the Seaport Bond Ordinance and other applicable provisions of law.� Notwithstanding anything in this Series 2011 Resolution to the contrary, in the event of any conflict between the provisions of the Parks Program Master Resolution and this Series 2011 Resolution, the provisions of this Series 2011 Resolution shall control.

Section 3.���Findings and Representations.

(a)��������� The findings and representations contained in the Ordinance, the Authorizing Resolutions, the Master Resolution, the Parks Program Ordinance, the Parks Program Master Resolution, the 1986 Ordinance and the Seaport Bond Ordinance are reaffirmed and such findings and representations, together with the matters contained in the foregoing recitals, are incorporated in this Series 2011 Resolution by reference.

(b)��������� The list of Building Better Communities Projects set forth in Exhibit A to this Series 2011 Resolution is composed entirely of projects that are included among the projects described in the Authorizing Resolutions.

(c)����������The aggregate principal amount of the Series 2011A Bonds authorized in this Series 2011 Resolution, when aggregated with the aggregate principal amount of all Bonds issued and to be issued pursuant to the Ordinance and the Master Resolution (excluding certain defeased Bonds as described in Section 10.01(D)(i) of the Master Resolution), will not exceed $2,925,750,000.

(d)��������� The portion of the principal amount of the Series 2011A Bonds allocable to the Water and Sewer Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Water and Sewer Projects, will not exceed $378,183,000, the dollar limit for such projects set forth in the Water and Sewer Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(e)��������� The portion of the principal amount of the Series 2011A Bonds allocable to the Parks and Recreational Facilities Authorizing Resolution when aggregated with the principal amount of Bonds issued and to be issued and allocated to Park and Recreational Facilities Projects, will not exceed $680,258,000, the dollar limit for such projects set forth in the Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(f)����������The portion of the principal amount of the Series 2011A Bonds allocable to the Public Infrastructure and Neighborhood Improvement Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Infrastructure and Neighborhood Improvement Projects, will not exceed $352,182,000, the dollar limit for such projects set forth in the Public Infrastructure and Neighborhood Improvement Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(g)��������� The portion of the principal amount of the Series 2011A Bonds allocable to the Public Safety Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Safety Facilities Projects, will not exceed $341,087,000, the dollar limit for such projects set forth in the Emergency and Healthcare Facilities Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(h)��������� The portion of the principal amount of the Series 2011A Bonds allocable to the Emergency and Healthcare Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Emergency and Healthcare Facilities Projects, will not exceed $171,281,000, the dollar limit for such projects set forth in the Emergency and Healthcare Facilities Projects Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(i)����������The portion of the principal amount of the Series 2011A Bonds allocable to the Public Services and Outreach Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Services and Outreach Facilities Projects, will not exceed $255,070,000, the dollar limit for such projects set forth in the Public Services and Outreach Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

(j)����������The portion of the principal amount of the Series 2011A Bonds allocable to the Housing Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Public Services and Outreach Facilities Projects, will not exceed $194,997,000, the dollar limit for such projects set forth in the Housing Projects Resolution (as the same may be amended by the Board pursuant to its terms).

(k)��������� The portion of the principal amount of the Series 2011A Bonds allocable to the Cultural Library and Multicultural Education Facilities Projects when aggregated with the principal amount of Bonds issued and to be issued and allocated to Cultural Library and Multicultural Education Facilities Projects, will not exceed $552,692,000, the dollar limit for such projects set forth in the Cultural Library and Multicultural Education Facilities Authorizing Resolution (as the same may be amended by the Board pursuant to its terms).

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

Section 4.���Authorization and Purpose of the Series 2011 Bonds.�

(a)��������� Subject and pursuant to the provisions of this Series 2011 Resolution, the Series 2011A Bonds shall be designated �Miami-Dade County, Florida, General Obligation Bonds (Building Better Communities Program), Series 2011A,� or such other appropriate designation or designations as shall be determined by the Finance Director after consultation with the County Attorney and Bond Counsel.� The Series 2011A Bonds are authorized to be issued in one or more series with appropriate designations in an aggregate principal amount not to exceed Two Hundred Million Dollars ($200,000,000), for the purposes of: (i) financing all or a portion of the cost of the Building Better Communities Projects, and (ii) paying the cost of issuance with respect to the Series 2011A Bonds.

(b)��������� Subject and pursuant to the provisions of this Series 2011 Resolution, the Series 2011B Bonds shall be designated �Miami-Dade County, Florida, General Obligation Refunding Bonds (Parks Program), Series 2011B,� or such other appropriate designation or designations as shall be determined by the Finance Director after consultation with the County Attorney and Bond Counsel.� The Series 2011B Bonds are authorized to be issued in one or more series with appropriate designations for the purposes of: (i) refunding, defeasing and redeeming all or a portion of the Parks Program Prior Bonds, and (ii) paying the cost of issuance with respect to the Series 2011B Bonds in an amount estimated to be $600,000 (inclusive of underwriter�s discount).� The aggregate principal amount of the Series 2011B Bonds shall not exceed the lesser of $42,000,000 or an amount sufficient to pay the sum of:
(a) the principal amount of the Parks Program Prior Bonds;
(b) the aggregate amount of unmatured interest payable on the Parks Program Prior Bonds to and including the date or dates set for the redemption of the Parks Program Prior Bonds in accordance with the refunding financial plan; and

(c) the expenses of refunding the Parks Program Prior Bonds.� The Series 2011B Bonds shall only be issued in the event that:

(a) the sum of the present value of the total payments of both principal and interest to become due on the Series 2011B Bonds, excluding all such principal and interest payments as, in accordance with the refunding financial plan, will be made from the principal of and the interest on moneys held in escrow under the Escrow Agreement mentioned in Section 15 of this Series 2011 Resolution, and the present value of refunding expenses not paid from the net proceeds of the Series 2011B Bonds, shall be less than the present value of the principal and interest payments to become due at their stated maturities, or earlier mandatory redemption dates, on the principal amount of the Parks Program Prior Bonds which are outstanding as of the date of issue of the Series 2011B Bonds;

(b) the Series 2011B Bonds are issued at a lower net average interest cost rate than the Parks Program Prior Bonds;

(c) the present value of the debt service savings resulting from the refunding of the Parks Program Prior Bonds shall be at least five per cent (5.00%) after comparing the debt service on the Parks Program Prior Bonds with the estimated debt service and estimated cost of issuance on the Series 2011B Bonds and the estimated maturity on each;
and (d) the final maturity of the Series 2011B Bonds is no later that the final maturity of the Parks Program Prior Bonds.

(c)���������� Subject and pursuant to the provisions of this Series 2011 Resolution, the Series 2011C Bonds shall be designated �Miami-Dade County, Florida, Seaport General Obligation Refunding Bonds, Series 2011C,� or such other appropriate designation or designations as shall be determined by the Finance Director after consultation with the County Attorney and Bond Counsel.� The Series 2011C Bonds are authorized to be issued in one or more series with appropriate designations for the purposes of: (i) refunding, defeasing and redeeming all or a portion of the Seaport Prior Bonds, and (ii) paying the cost of issuance with respect to the Series 2011C Bonds in an amount estimated to be $1,800,000 (inclusive of underwriter�s discount).� The aggregate principal amount of the Series 2011C Bonds shall not exceed the lesser of $125,000,000 or an amount sufficient to pay the sum of:

(a) the principal amount of the Seaport Prior Bonds; (b) the aggregate amount of unmatured interest payable on the Seaport Prior Bonds to and including the date or dates set for the redemption of the Seaport Prior Bonds in accordance with the refunding financial plan; and
(c) the expenses of refunding the Seaport Prior Bonds.� The Series 2011C Bonds shall only be issued in the event that: (a) the sum of the present value of the total payments of both principal and interest to become due on the Series 2011C Bonds, excluding all such principal and interest payments as, in accordance with the refunding financial plan, will be made from the principal of and the interest on moneys held in escrow under the Escrow Agreement mentioned in Section 15 of this Series 2011 Resolution, and the present value of refunding expenses not paid from the net proceeds of the Series 2011C Bonds, shall be less than the present value of the principal and interest payments to become due at their stated maturities, or earlier mandatory redemption dates, on the principal amount of the Seaport Prior Bonds which are outstanding as of the date of issue of the Series 2011C Bonds; (b) the Series 2011C Bonds are issued at a lower net average interest cost rate than the Seaport Prior Bonds; (c) the net present value of the debt service savings resulting from the refunding of the Seaport Prior Bonds shall be at least five per cent (5.00%) after comparing the debt service on the Seaport Prior Bonds with the estimated debt service and estimated cost of issuance on the Series 2011C Bonds and the estimated maturity on each; and (d) the final maturity of the Series 2011C Bonds is no later that the final maturity of the Seaport Prior Bonds.

Section 5.����������� Terms of Bonds; Authorization of Finance Director.� The Board authorizes the Finance Director, as the Mayor�s designee, to determine the terms and provisions of each series of the Series 2011 Bonds, not inconsistent with the Master Resolution, the Parks Program Master Resolution (to the extent not inconsistent with this Series 2011 Resolution) and the parameters set forth below, and to determine the terms and conditions upon which each series of the Series 2011 Bonds shall be issued and sold, subject to the limitations contained in the Ordinance, the Master Resolution, the Parks Program Ordinance, the Parks Program Master Resolution (to the extent not inconsistent with this Series 2011 Resolution), the 1986 Ordinance and the Seaport Bond Ordinance and this Series 2011 Resolution, as follows:

(a)��������� The form of the Series 2011A Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix I to this Series 2011 Resolution, with such changes and omissions, insertions and variations as may be approved by the Finance Director after consultation with the County Attorney and Bond Counsel, the execution of such Bonds by the Mayor being conclusive evidence of such approval.� Each Series 2011A Bond shall be alike in form, except as to maturity dates, CUSIP numbers, interest rates and bond numbers.� The form of the Series 2011B Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix II to this Series 2011 Resolution, with such changes and omissions, insertions and variations as may be approved by the Finance Director after consultation with the County Attorney and Bond Counsel, the execution of such Bonds by the Mayor being conclusive evidence of such approval.� Each Series 2011B Bond shall be alike in form, except as to maturity dates, CUSIP numbers, interest rates and bond numbers.� The form of the Series 2011C Bonds and the form of assignment thereof shall be substantially in the form attached as Appendix III to this Series 2011 Resolution, with such changes and omissions, insertions and variations as may be approved by the Finance Director after consultation with the County Attorney and Bond Counsel, the execution of such Bonds by the Mayor being conclusive evidence of such approval.� Each Series 2011C Bond shall be alike in form, except as to maturity dates, CUSIP numbers, interest rates and bond numbers.

(b)��������� The Series 2011A Bonds shall have a maturity of not more than forty (40) years from their dated date.� The portion of the Series 2011B Bonds allocable to the refunding of the Series 1999 Bonds shall have a maturity not later than the final maturity of the Series 1999 Bonds.� The portion of the Series 2011B Bonds allocable to the refunding of the Series 2001 Bonds shall have a maturity not later than the final maturity of the Series 2001 Bonds. The Series 2011B Bonds shall be issued only if the present value savings threshold of five per cent (5.00%) or more as described in Section 4(b) is satisfied.� The first installment of principal of the Series 2011B Bonds shall mature, or be subject to mandatory sinking fund redemption, not later than the date of the first stated maturity, or mandatory sinking fund redemption, of the Parks Program Prior Bonds next following the date of issue of the Series 2011B Bonds.� The Series 2011C Bonds shall have a maturity not later than the final maturity of the Seaport Prior Bonds.� The Series 2011C Bonds shall be issued only if the present value savings threshold of five per cent (5.00%) or more as described in Section 4(c) is satisfied.� The first installment of principal of the Series 2011C Bonds shall mature, or be subject to mandatory sinking fund redemption, not later than the date of the first stated maturity, or mandatory sinking fund redemption, of the Seaport Prior Bonds next following the date of issue of the Series 2011C Bonds.

(c)����������The Series 2011 Bonds shall be dated as of their date of delivery, shall bear interest from such date, payable semiannually on the first day of January and the first day of July of each year commencing July 1, 2011, or such other date as shall be determined in an omnibus certificate of the County to be delivered concurrently with the delivery of each series of the Series 2011 Bonds (the �Omnibus Certificate�), shall have principal payments and Amortization Installments, if any, payable on the first day of July, shall consist of either serial bonds or term bonds or any combination of both serial bonds and term bonds, and shall be subject to redemption prior to maturity on such dates and at such prices, all as shall be determined by the Finance Director, based upon the recommendations of the Financial Advisor and as set forth in the Omnibus Certificate.

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

(e)��������� The final terms of each series of the Series 2011 Bonds and the winning bids shall be set out in the Omnibus Certificate.
Section 6.���Sale by Bid; Approval of Official Notice and Summary Notice of Sale.� The Series 2011 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 2011 Bonds in one or more public offerings at the time deemed most advantageous at an aggregate purchase price of not less than [98.5]% of the aggregate principal amount of each series of the Series 2011 Bonds to be issued in such public offering and to award each series of the Series 2011 Bonds to the responsive bidder or bidders offering to purchase such series of the Series 2011 Bonds at the lowest annual interest cost computed on a true interest cost (�TIC�) basis, all as provided in the Official Notice of Sale for the Series 2011 Bonds of such series; provided, however, that in the event that all bids for a series of the Series 2011 Bonds received result in a TIC in excess of 6.50%, the Finance Director shall reject all bids.�
The forms of Official Notice of Sale for each series of the Series 2011 Bonds, attached as Exhibits B-1, B-2 and B-3 to this Series 2011 Resolution (collectively, the �Official Notice of Sale�) are 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 2011 Resolution.� If all bids for a series of Series 2011 Bonds are rejected, such series of Series 2011 Bonds may subsequently again be offered to public sale by competitive bid in accordance with the provisions of this Series 2011 Resolution.
The public sale by competitive bids of each series of the Series 2011 Bonds shall be conducted through an internet bidding process (the �Internet Bidding Process�) selected and approved by the Finance Director after consultation with the Financial Advisor; 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 for one or more series of the Series 2011 Bonds, in which case such public sale of such series of Series 2011 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 of the Series 2011 Bonds to be sold, substantially in the form attached as Exhibit C to this Series 2011 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 2011 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 any series of the Series 2011 Bonds, the successful bidder shall be required to provide to the County a disclosure statement related to such series containing the information required by Section 218.38(1)(b)2, Florida Statutes.� The execution and delivery of the Omnibus Certificate shall be conclusive evidence of the award of each series of the Series 2011 Bonds to the successful bidder.

Section 7.���Bond Registrar; Paying Agent; Depository; Escrow Agent; Verification Agent.� The Board authorizes and directs the Finance Director (a) to select a Registrar and Paying Agent to act in such capacities for the Series 2011 Bonds, (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, (c) to select an Escrow Agent under the Escrow Agreement, and (d) to select a verification agent to verify the sufficiency of amounts held under the Escrow Agreement to accomplish the refunding, defeasance and redemption of the Parks Program Prior Bonds and the Seaport Prior Bonds.

Section 8.���Registered Bonds; Book-Entry-Only System.� The Series 2011 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 and Section 7 of the Parks Program Master Resolution.

Section 9.���Execution and Delivery of Series 2011 Bonds.� The Series 2011A Bonds shall be executed as provided in the Master Resolution.� The Series 2011B Bonds shall be executed as provided in the Parks Program Master Resolution. The Series 2011C Bonds shall be executed as provided in the Seaport Bond Ordinance.� The Finance Director is authorized and directed to deliver each series of the Series 2011 Bonds to, or for the account of, the successful bidder upon receipt of payment of the purchase price for such series of the Series 2011 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 each series of the Series 2011 Bonds, in substantially the form attached as Exhibit D to this Series 2011 Resolution (the �Preliminary Official Statement�) with such changes, deletions, insertions and omissions as may be deemed necessary and approved by the Finance Director upon consultation with the Financial Advisor, the County Attorney and Edwards Angell Palmer & Dodge LLP and Rasco Klock Reininger Perez Esquenazi Vigil & Nieto (�Disclosure Counsel�).� The Board also approves the delivery and distribution of a final Official Statement with respect to the Series 2011 Bonds (the �Official Statement�), in the form of the Preliminary Official Statement, subject to such changes, insertions and deletions as may be deemed necessary and approved by the Finance Director upon consultation with the Financial Advisor, the County Attorney and Disclosure Counsel, and the Finance Director is authorized to deliver the Official Statement on behalf of the County.� The Board authorizes the use and distribution of the Official Statement in connection with the public offering and sale of the Series 2011 Bonds.�
If so requested by one or more of the successful bidders, the Finance Director, after consultation with the Financial Advisor, the County Attorney and Disclosure Counsel, is authorized to make any necessary certifications to the successful bidder or the successful bidders, as the case may be, with respect to the Preliminary Official Statement and the Official Statement, required under the provisions of Rule 15c2-12 (the �Rule�), as amended, of the Securities and Exchange Commission (the �SEC�), to the effect that the Preliminary Official Statement, with such changes as may be approved by the Finance Director is, except for Permitted Omissions, �final� as of its date, and that the information therein is accurate and complete except for the Permitted Omissions.
As used herein, �Permitted Omissions� shall mean the offering price(s), interest rate(s), selling compensation, ratings and other terms of the Series 2011 Bonds and any underlying obligations depending on such matters, all with respect to each of the Series 2011 Bonds and any underlying obligations.�

Section 11.��Application of Proceeds.
(a)��������� Proceeds from the sale of the Series 2011A Bonds shall be applied as follows:
(i)����������An amount equal to the costs of issuance of the Series 2011A Bonds shall be deposited in the Cost of Issuance Account in the Community Project Fund and used to pay the costs of issuance of the Series 2011A Bonds.
(ii)���������[Reserved]
(iii)��������The balance of such proceeds shall be deposited in the respective accounts and subaccounts in the Community Project Fund as described in Section 12 of this Series 2011 Resolution and used to pay the Costs of the Building Better Communities Projects.
(b)��������� Proceeds from the sale of the Series 2011B Bonds shall be applied as follows:
(i)����������An amount equal to the costs of issuance of the Series 2011B Bonds shall be deposited in the Cost of Issuance Account established pursuant to Section 20(b) of the Parks Program Master Resolution and used to pay the costs of issuance of the Series 2011B Bonds.
(ii)���������The balance of such proceeds shall be deposited in the Escrow Deposit Trust Fund established under and pursuant to the Escrow Agreement and used to refund, defease and redeem the Parks Program Prior Bonds.
(c)����������Proceeds from the sale of the Series 2011C Bonds shall be applied as follows:
(i)����������An amount equal to the costs of issuance of the Series 2011C Bonds shall be used to pay the costs of issuance of the Series 2011C Bonds.
(ii)���������The balance of such proceeds shall be deposited in the Escrow Deposit Trust Fund established under and pursuant to the Escrow Agreement and used to refund, defease and redeem the Seaport Prior Bonds.
(d)��������� Notwithstanding the provisions of Section 11(a), (b) and (c) 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 2011 Bonds provided in Section 11(a), (b) and (c) above, as set forth in the Omnibus Certificate, in a manner consistent with the objectives of this Series 2011 Resolution and not inconsistent with the Master Resolution, the Ordinance, the Authorizing Resolutions, the Parks Program Ordinance, the Parks Program Master Resolution, the 1986 Ordinance and Seaport Bond Ordinance.

Section 12.��Deposits to Community Project Account; Subaccount Authorized.
(a)��������� The Board authorizes and directs that the proceeds of the Series 2011A 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 amounts designated in Exhibit A to this Series 2011 Resolution.
(b)��������� The Board further directs that the Finance Director shall create subaccounts within each such Community Project Account to be funded with the proceeds of the Series 2011A Bonds for each specific project identified in Exhibit A to this Series 2011 Resolution, and to allocate such subaccount proceeds of the Series 2011A Bonds in the amounts reflected in Exhibit A to this Series 2011 Resolution.

(c)����������A special account in the Debt Service Fund created pursuant to Section 8.01 of the Master Resolution to be known as the �Series 2011A Debt Service Fund Subaccount� is created and established for the benefit of the Series 2011A 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 2011A Bonds.� Amounts held in any such subaccounts are to be held solely for the benefit of the Series 2011A Bonds.

(d)��������� A special account in the Sinking Fund created pursuant to Section 17 of the Parks Program Master Resolution to be known as the �Series 2011B Sinking Fund Subaccount� is created and established for the benefit of the Series 2011B 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 2011B Bonds.� Amounts held in any such subaccounts are to be held solely for the benefit of the Series 2011B Bonds.

(e)��������� 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 2011C 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 2011A Bonds from gross income for federal income tax purposes.� In accordance with the provisions of Section 18 of the Parks Program 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 2011B Bonds from gross income for federal income tax purposes.� In accordance with the provisions of Section 712 and 713 of the Seaport Bond Ordinance, 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 2011C 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 the Rule, to provide or cause to be provided for the benefit of the beneficial owners of the Series 2011 Bonds (the �Beneficial Owners�) to the Municipal Securities Rulemaking Board (the �MSRB�) in an electronic format prescribed by the MSRB and such other municipal securities information repository as may be required by law or applicable regulation, from time to time (each such information repository, a �MSIR�), the following annual financial information (the �Annual Information�), commencing with the first Fiscal Year ending after the issuance of the Series 2011 Bonds:

(i)����������Information relating to assessed values, ad valorem tax collections and exemptions from ad valorem taxes within the County in a form which is generally consistent with the presentation of such information in the Official Statement for the Series 2011 Bonds;

(ii)���������Information relating to the historic Net Revenues of the County�s Seaport Department and Seaport Revenue and Refunding Bonds in a form which is generally consistent with the presentation of such information in the Official Statement for the Series 2011 Bonds; and

(iii)��������The County's Comprehensive Annual Financial Report utilizing generally accepted accounting principles applicable to local governments.�
The information in paragraphs (i) through (iii) above will be available on or before June 1 of each year for the preceding Fiscal Year, commencing June 1, 2012, and will be made available, in addition to each MSIR, to each Beneficial Owner who requests such information in writing.� The County's Comprehensive Annual Financial Report referred to in paragraph

(iii) above is expected to be available separately from the information in paragraphs (i) and

(ii) above and will be provided by the County as soon as practical after acceptance of the
County�s audited financial 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 not in excess of ten (10) business days after the occurrence of the event, to each MSIR in the appropriate format required by law or applicable regulation, notice of occurrence of any of the following events with respect to the Series 2011 Bonds:

(1)��������� principal and interest payment delinquencies;

(2)��������� non-payment related defaults, if material;

(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, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2011 Bonds, or other material events affecting the tax status of the Series 2011 Bonds;

(7)��������� modifications to rights of holders of the Series 2011 Bonds, if material;

(8)��������� bond calls, if material, and tender offers;

(9)��������� defeasances;

(10) ������ release, substitution or sale of any property securing repayment of the Series 2011 Bonds, if material (the Series 2011 Bonds are secured solely by ad valorem taxes levied on property within the County);

(11)������� rating changes;

(12)������� bankruptcy, insolvency, receivership or similar event of the County (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the County in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the County, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the County);

(13)������� the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(14)������� appointment of a successor or additional trustee or the change of name of the trustee, if material.

(c)����������The County agrees to provide or cause to be provided, in a timely manner, to each MSIR, in the appropriate format required by law or applicable regulation, notice of its failure to provide the Annual Information with respect to itself on or prior to the June 1 following the end of the preceding fiscal year.�

(d)��������� The obligations of the County under this Section shall remain in effect only so long as the Series 2011 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 2011 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 and shall be enforceable by the 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 enforce the provisions of this undertaking shall be on behalf of all Beneficial Owners and shall be limited to a 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 2011 Bonds.�

(f)����������Notwithstanding the foregoing, each MSIR to which information shall be provided shall include each MSIR approved by the SEC prior to the issuance of the Series 2011 Bonds.� In the event that the SEC approves any additional MSIRs after the date of issuance of the Series 2011 Bonds, the County shall, if the County is notified of such additional MSIRs, provide such information to the additional MSIRs.� Failure to provide information to any new MSIR whose status as a MSIR is unknown to the County shall not constitute a breach of this covenant.

(g)��������� The requirements of subsection (a) above do not necessitate the preparation of any separate annual report addressing only the Series 2011 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 June 1 of each year for the preceding Fiscal Year.� Additionally, the County may incorporate any information in any prior filing with each MSIR or included in any official statement of the County, provided such official statement is filed with the MSRB.�

(h)��������� 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 covenants as to secondary disclosure (the �Covenants�) 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 Covenants, as amended, would have complied with the requirements of the Rule at the time of award of the Series 2011 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 Disclosure 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 2011 Resolution, ceases to be in effect for any reason, and the County elects that the Covenants 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 Covenants.� The Finance Director shall further be authorized to make such additions, deletions and modifications to the Covenants as he shall deem necessary or desirable in consultation with the County Attorney, Bond Counsel and Disclosure Counsel.

Section 15.��Escrow Agreement.� The Board approves the execution and delivery of an Escrow Deposit Agreement with respect to the defeasance of the Parks Program Prior Bonds and the Seaport Prior Bonds, in substantially the form attached as Exhibit E to this Series 2011 Resolution (the �Escrow Agreement�) 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 Bond Counsel.��

Section 16.��Further Action.� The Mayor, the County Manager, the Finance Director, the County Attorney, the Clerk of the Board and other appropriate employees and officials of the County are authorized and directed, collectively or individually, to take all such further action and to execute any and all documents, certificates and other agreements or undertakings necessary or desirable in connection with the issuance of the Series 2011 Bonds, the sale of the Series 2011 Bonds to the successful bidder, the consummation of all transactions in connection with the issuance and sale of the Series 2011 Bonds, and the refunding of the Parks Program Prior Bonds and the Seaport Prior Bonds, all as contemplated in this Series 2011 Resolution.

Section 17.��Severability.� If any one or more of the covenants, agreements or provisions of this Series 2011 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 2011 Resolution or of the Series 2011 Bonds.

Section 18.��Waiver.� The provisions of Resolution No. R-130-06, as amended from time to time, requiring that any contracts of the County with third parties be executed and finalized prior to their placement on the committee agenda is waived at the request of the County Manager for the reasons set forth in the County Manager�s Memorandum.�

Section 19.��Amendments. Resolution Nos. R-583-10, R-764-10, R-954-10, R-1065-10, R-1133-10, R-1144-10, R-1145-10, R-1148-10, R-1205-10, R-28-11, R-53-11, R-54-11 and R-55-11 are amended as specifically set forth in County Manager�s Memorandum.� The remaining provisions of each of those resolutions are unchanged and remain in full force and effect.

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 up $200,000,000 in Building Better Communities Bond Program, $42,000,000 in General Obligation Refunding Bonds for the Parks Program and $125,000,000 in Seaport General Obligation Refunding Bonds
This item was amended by the Internal Mgmt. & Fiscal Responsibility Committee at the meeting of February 8, 2011, to include Project No. 249: Preservation of Affordable Housing Units and Expansion of Home Ownership, to Exhibit A of this Memorandum and Exhibit A of the Resolution, under �Question No. 7- Construct And Improve Housing For The Elderly And Families.�

..RECOMMENDATION
It is recommended that the Board of County Commissioners (Board) adopt the attached Resolution (Series 2011 Resolution) authorizing the sale of:

* $200,000,000 in General Obligation Bonds (Building Better Communities Program) Series 2011A
* $42,000,000 in General Obligation Refunding Bonds (Safe Neighborhood Parks Program) Series 2011B; and
* $125,000,000 in Seaport General Obligation Refunding Bonds Series 2011C.

Series 2011A Bond proceeds will be used to: (i) pay all or a portion of the costs of various capital projects included in the Building Better Communities (BBC) Bond Program as shown in Exhibit A to the attached Series 2011 Resolution and to this cover memorandum and (ii) to pay costs associated with issuing these bonds.

Proceeds from the Series 2011B Bonds will be used to: (i) refund, defease and redeem all or a portion of Safe Neighborhood Parks Program (Parks Program) Series 1999 Bonds and Parks Program Series 2001 Bonds (collectively, Parks Program Prior Bonds) and (ii) to pay costs associated with issuing these bonds.

The proceeds from the Series 2011C Bonds will be used to: (i) refund, defease and redeem all or a portion of Seaport General Obligation Refunding Bonds, Series 1996 (Seaport Prior Bonds) and (ii) to pay costs associated with issuing the Series 2011C Bonds.

The Series 2011 Resolution authorizes competitive sale of the bonds and approves related authorizations and approvals, such as delegating certain matters regarding the issuance of the bonds to the County Mayor or the County Mayor�s designee. The County anticipates issuing these Bonds in March 2011.

Lastly, the Series 2011 Resolution also amends Resolution Nos. R-583-10, R-764-10, R-954-10, R-1065-10, R-1133-10, R-1144-10, R-1145-10, R-1148-10, R-1205-10, R-28-11, R-53-11, R-54-11, and R-55-11 as detailed in Table 2 of this cover memorandum.

SCOPE
The various capital projects to be financed from the proposed Series 2011A Bonds will have countywide impact. The proposed Series 2011B and C Bonds will refund outstanding bonds originally issued to fund park and recreation and seaport capital projects that also have countywide impact.

FISCAL IMPACT/FUNDING SOURCE
The principal and interest payments on the proposed Series 2011A and Series 2011B Bonds are general obligations of the County and shall be payable from unlimited ad valorem taxes on all taxable real and personal property within the County (subject to certain exemptions provided by applicable law). The anticipated funding amounts needed to make debt service payments on the Series 2011A and the Series 2011B Bonds have been authorized in the Debt Service Fund (Fund 20) of the FY 2010-11 Adopted Budget, and is supported by the voter-approved debt service millage which is currently 0.445 mills.

Principal and interest payments on the Series 2011C Bonds shall be payable from Seaport Revenues. However, these debt service payments are also secured by the full faith and credit and general obligation pledge of the County as additional security on the bond. The additional general obligation pledge from the County coupled with the pledge of Seaport revenues create a �double barreled� security pledge for the debt and has been in place for the Seaport Prior Bonds since 1996 and for certain bonds at the Aviation Department. The double barreled approach effectively lowers the interest rates payable on the bonds, reducing the expense that needs to be covered by Seaport revenues. The Board should be aware that although the Series 2011C Bonds will also be secured by the general obligation pledge, Seaport Revenues are anticipated to be sufficient to pay the debt service (as is the case with the prior bonds) without any additional funding support from the County�s debt service millage.

In order to provide the County with the greatest flexibility in the capital markets when the Bonds are actually priced, the Series 2011 Resolution seeks authorization for a maximum delegated true interest cost (TIC) of 6.50 percent for the Bonds. This is necessary to provide flexibility during pricing should unexpected market volatility occur. The following provides details of the fiscal impact of each of the three proposed bond issues based on market conditions as on January 13, 2011.

Series 2011A � BBC Program
The fiscal impact of issuing the $200 million in Series 2011A Bonds is based on the following debt service parameters:
* TIC of 5.58 percent as of the January 13, 2011 market rates;
* Amortization over 30 years; and
* Level debt service through 2041.

Schedule A-1 attached shows that the projected net debt service, which can be supported by the current debt service millage rate of 0.445, will average $13.763 million annually from FY 2011-12 through final maturity in FY 2040-41. Schedule B shows the projected net debt service based on the maximum delegated TIC of 6.50 percent.

Proceeds from the Series 2011A Bonds are anticipated to be used as follows:

Deposit to the Project Fund Account $ 197,000,000
Cost of Issuance Account 3,000,000
Total $ 200,000,000

The estimated cost of issuing the bonds include $2 million for Underwriters� Discount and $1 million to pay expenses such as professional fees for bond counsel, disclosure counsel and rating agencies (collectively professional fees and expenses). Any unused funds from these estimates will be transferred to the Project Fund.

Series 2011B � Safe Neighborhood Parks Program Bonds
Regarding issuance of the $42 million in Series 2011B Bonds, the fiscal impact is estimated based on the following:
* The maturity date will be equal to the maturity date on the Parks Program Prior Bonds;
* TIC of 4.22 percent;
* Amortization over approximately 16 years; and
* Level debt service through 2027.

Since the Series 2011B Bonds will be refunding bonds, they will only be issued if the County will benefit from the transaction. In the event the present value savings from issuing the bonds, compared to current debt service obligations, is less than 5.00 percent at the time of sale, the County Mayor or the County Mayor�s designee shall not issue the Series 2011B Bonds without prior Board approval.

As shown in Schedule A-2, the projected net debt service on the Series 2011B Bonds is $2.731 million (compared to $2.930 million for the Parks Program Prior Bonds) in FY 2012, $3.677 million (compared to $3.876 million for the Parks Program Prior Bonds) in FY 2013, and an average of $3.38 million (compared to $3.578 million for the Parks Program Prior Bonds) annually beginning in FY 2014. Based on the comparison of the debt service schedules, refunding the outstanding Parks Program Prior Bonds will generate an estimated net present value saving of $2.095 million ($143,000 annually), or approximately 5.39 percent. However, actual savings will depend on market conditions at the time the bonds are priced. This savings will provide additional capacity for future general obligation bond issuances.

The estimated cost to issue the Series 2011B Bonds is $599,700. This includes $399,800 for Underwriters� Discount and $199,900 for professional fees and expenses. Any unused funds remaining from this estimate will be transferred to the Debt Service Fund.

Series 2011C � Seaport Bonds
The fiscal impact of issuing a maximum of $125 million in Series 2011C Bonds is based on the following:

* The maturity date will be equal to the maturity date on the Seaport Prior Bonds;
* TIC of 4.30 percent;
* Amortization over approximately 16 years; and
* Level debt service through 2027.

Schedule A-3 shows a projected net debt service of $10.472 million (compared to $11.149 million for the Seaport Prior Bonds) in FY 2012, $10.468 million (compared to $11.142 million) in FY 2013, and an average of $10.400 million annually (compared to $11.075 million for the Seaport Prior Bonds) beginning in FY 2014. Therefore, based on market conditions on the January 13, 2011, refunding the outstanding Seaport Prior Bonds will generate approximately $6.186 million ($487,000 annually), or about 5.11 percent in net present value savings over the life of the bonds. This savings will allow for greater flexibility in future Seaport expenditures. However, as is the case with the Parks Program Bonds described above, with the Seaport Series 2011C Bonds will not be issued unless the net present value savings is equal to or greater less than five percent at the time of sale without prior Board approval.

The cost of issuing the Series 2011C Bonds is estimated to be $1.759 million including $1.213 million for Underwriters� Discount and $546,416 for professional fees and expenses. Additionally, all unused funds remaining from this estimate will be transferred to the Debt Service Fund.

The Board should be aware that the information provided in Schedules A-1, A-2 and A-3 attached is preliminary and will change if market conditions change when the Bonds are priced. The data and information will be updated as necessary for Board consideration. Pricing and sale of the Bonds is scheduled for March 2011 and as required by Resolution R-1373-08, a sales report will be submitted to the Board following the sale.

TRACK RECOR/MONITOR
Sale of the Bonds will be monitored by Carter Hammer, Finance Director. Building Better Communities Projects will be monitored by George Navarrete, Director, Office of Capital Improvements (OCI).

BODY
Building Better Communities Bond Program
On July 20, 2004, the Board adopted eight resolutions (Authorizing Resolutions) for a special election for the BBC Bond Program. The proposed program included eight questions for voter approval to fund various community projects as shown in the following table. On November 2, 2004, the electorate approved all eight questions.
Table 1 - BBC Program Authorization Proposed Question/Category Voted on by Electorate Authorization Prior Bonds Series 2011A Water, Sewer and Flood Control $378,183,000 $108,148,000 $15,348,000 Park and Recreational Facilities 680,258,000 215,035,000 32,759,000 Bridges, Public Infrastructure and Neighborhood Improvements 352,182,000 173,416,000 9,380,000 Public Safety Facilities 341,087,000 44,773,000 16,523,000 Emergency and Healthcare Facilities 171,281,000 43,261,000 22,650,000 Public Service Outreach Facilities 255,070,000 45,035,000 14,538,000 Housing for the Elderly 194,997,000 27,040,000 22,786,000 Cultural, Library, and Multicultural Educational Facilities 552,692,000 93,872,000 66,016,000 TOTAL $2,925,750,000 $750,580,000 $200,000,000 As a result, on March 1, 2005, the Board enacted Ordinance No. 05-47 (Ordinance) that authorized the issuance of $2,926 billion in general obligation bonds pursuant to the Authorizing Resolutions. Subsequently, on May 17, 2005, the Board adopted Resolution R-576-05 (Master Resolution), which must be supplemented each time a new series of bonds is to be issued.

Under the BBC Bond Program, the Series 2011A Bonds will be the sixth in a series of general obligation bonds issued under the program. The proposed allocation of the bond proceeds are consistent with the December 23, 2010 memorandum transmitted to the Board outlining the BBC Bond Program plan for the next 45 months. The plan outlined in the memorandum is based upon the implementation of a commercial paper program to support the cashflows necessary for the projects identified. A detailed list of the projects to be funded by the Series 2011A Bonds is attached to this cover memorandum for the Board�s reference. Other projects on the list included in the December 23, 2010 memorandum will be supported by future issuances.

Safe Neighborhood Parks Program
On July 16, 1996, the Board adopted Ordinance No. 96-115, subject to approval by a special election, to issue $200 million in General Obligation Bonds to finance the Safe Neighborhood Parks Program. On November 5, 1996, the electorate approved the issuance of the Bonds and on October 20, 2008, the Board adopted Resolution R-1183-98 authorizing the sale of the bonds in multiple series. A total of six bond series were issued, the last of which was completed on June 9, 2005.

The proposed Series 2011B Bonds will refund:

1) $18.195 million in outstanding Parks Program Series 1999 Bonds from the original principal amount of $25.615 million; and
2) $21.575 million in outstanding Parks Program Series 2001 Bonds from the original principal amount of $28.5 million.

Seaport General Obligation Bonds
The proposed Series 2011C Bonds will refund $125.9 million in outstanding Seaport General Obligation Bonds, Series 1996. The 1996 Bonds were issued as authorized by Ordinance Nos. 86-77 and 88-66 approved by the Board on October 14, 1986 and July 5, 1988, respectively, and by Resolution No. R-1535-95 adopted by the Board on November 7, 1995. A total of $149.9 million in bonds were issued for seaport projects of which $125.9 million is outstanding.



In addition to the above authorizations noted, the Series 2011 Resolution also approves, authorizes and provides for:

* The issuance and 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 for each respective series of Bonds as Exhibit B-1, B-2, B-3 in the form attached
* Publication, once in The Miami Herald and once in The Bond Buyer, of the Summary Notice of Sale in substantially the form of attached Exhibit C of the Series Resolution.
* Preparation and distribution of the use of the Preliminary Official Statement in substantially the form of Exhibit D and distribution of the final Official Statement;
* The Escrow Deposit Agreement, in substantially the form of Exhibit D;
* Continuing Disclosure Commitment, as required under the provisions of Rule 15c2-12 of the Securities and Exchange Commission, as amended;
* Establishment of a book-entry only system of registration for the Bonds;
* Execution and delivery of the Bonds in substantially the form of Appendix I, Appendix II and Appendix III to the Series Resolution; and
* Appropriate County officials to take all actions necessary in connection with the issuance of the Bonds and the closing of this transaction.

The Series 2011 Resolution delegates to the Finance Director, as the County Mayor�s designee, within limitations, to:

* Accept the bid or bids, providing the true lowest interest cost to the County, to not exceed a 6.50 percent TIC for the Bonds, in accordance with the Official Notice of Sale;
* Enter into any negotiations for bond insurance, if deemed necessary and advisable after consultation with the Financial Advisor and to execute and deliver any agreements that may be required by the bond;
* Award the Bonds to the lowest responsive bidder(s); and
* Select and appoint a Paying Agent and Bond Registrar, Escrow Agent and Verification Agent for the Bonds.

The Bonds are expected to be issued in March 2011.

However, Resolution R-130-06 provides that any County contract with a third party be finalized and executed prior to its placement on the Committee agenda. Sale of the Bonds, which will set their final terms, will not occur until after the effective date of this Series Resolution. Therefore, in order to provide the County with the maximum flexibility in the financial markets, a waiver of Resolution R-130-06 is necessary.

This Series Resolution additionally amends Resolution Nos. R-583-10, R-764-10, R-954-10, R-1065-10, R-1133-10, R-1144-10, R-1145-10, R-1148-10, and R-1205-10 to allow for the appropriate timing of cash flows to follow actual project expenditures as set forth in the following table:


See Item for Table




TABLE 2 - Amendments to Resolutions on Funding Requirements and Restrictions Resolution Project Name First Bond Sale Requirement in Resolution Second Bond Sale Requirement in Resolution Funding Adjustments Restricted by Resolution Proposed Amendments Under This Item Resolution Section Amended Regarding First and Second Bond Sale Requirements Regarding Restrictions on Funding Adjustments R-583-10 Arcola Lakes Senior Center $6,300,000 $0 Yes 3 Note 1 Note 2 R-764-10 Ronald Reagan Equestrian Center at Tropical Park $10,000,000 $0 Yes 2 Note 3 Note 2 R-954-10 West Perrine Park Family Aquatic Center $4,500,000 $0 Yes 2 Note 1 Note 2 R-1065-10 Historic Preservation Fund - rehabilitation and restoration of the Historic Hampton House $1,800,000 $0 Yes 4 Note 1 Note 2 R-1133-10 Westchester Community Arts Center at Tropical Park $1,000,000 $5,500,000 No 2 Note 1 not applicable R-1144-10 Florida Memorial Multi-Purpose Arena $5,000,000 $0 Yes 5 Note 1 Note 2 R-1145-10 Historic Preservation Fund - Opa-Locka City Hall $2,000,000 $0 Yes � 4 Note 1 Note 2 R-1148-10 Zoo Miami Construction of Phase V � Florida Exhibit $2,909,000 $500,000 No � 3 Note 1 not applicable R-1205-10 Preservation of Affordable Housing Units and Expansion of Home Ownership - Gran Via affordable housing complex $10,583,684 $0 Yes � 2 Note 1
and Note 4 Note 2 R-28-11 Coral Gables - Homeland Security $1,351,000 $0 Yes � 2 Note 1 Note 2 R-53-11 Preservation of Affordable Housing Units and Expansion of Home Ownership - Villa Capri Apartments $2,000,000 $0 Yes � 3 Note 5 Note 2 R-54-11 Preservation of Affordable Housing Units and Expansion of Home Ownership - Richmond Place Townhomes $500,000 $0 Yes 3 Note 5 Note 2 R-55-11 Preservation of Affordable Housing Units and Expansion of Home Ownership - SBC Senior Housing $1,000,000 $0 Yes � 3 Note 5 Note 2 Note 1: Amount allocated in the Resolution will be fully funded from the next bond sale and future financing, all to be provided within the next 45 months as necessary to reflect actual project expenditures. The 45-month period to begin on the date of the next bond sale, anticipated to occur April 2011. Note 2: In lieu of the requirement in the Resolution not to make any administrative adjustments to the requested funding for any reason without Board approval, all administrative disbursements and adjustments to said funding shall be made in accordance with implementing Order No. 3-47, including cash flow revisions, accelerations and decelerations. Note 3: The Resolution is amended to provide that: of the $10 million of BBC GOB Program funding allocated to the Ronald Reagan Equestrian Center, $953,970 has been previously funded, $675,732 will be funded from the next BBC GOB Program bonds with the remaining balance of $8,370,298 to be funded by future financings. Note 4: Amend total allocation from $10,583,684 to $10,592,308, which is the total allocation for this project. Note 5: The funding for this newly identified project is not within the next 45 month period. County staff will evaluate the available funding and the bonding capacity to determine if funds can be made available for this project.Attachments
Schedules A-1, A-2 and A-3: Projected Debt Service on the Bonds Based on Current Market Conditions
Schedule B: Projected Debt Service on Delegated Parameters (Maximum TIC)



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Assistant County Manager