TITLE

ORDINANCE AUTHORIZING ISSUANCE IN ONE OR MORE SERIES
OF NOT EXCEEDING $70,000,000 PUBLIC SERVICE TAX REVENUE
REFUNDING BONDS, SERIES 1996 FOR PURPOSE OF REFUNDING
OUTSTANDING DADE COUNTY, FLORIDA SPECIAL OBLIGATION AND
REFUNDING BONDS, SERIES 1986; PROVIDING FOR PAYMENT OF BONDS
FROM CERTAIN PUBLIC SERVICE TAXES; PROVIDING FOR ESTABLISHMENT
OF TERMS, MATURITIES, INTEREST RATES AND OTHER DETAILS OF BONDS
BY SUBSEQUENT ORDINANCE OR RESOLUTION; PROVIDING FOR OTHER
DOCUMENTATION FOR REFUNDING BY SUBSEQUENT ORDINANCE OR
RESOLUTION; MAKING CERTAIN COVENANTS AND AGREEMENTS AND
PROVIDING CERTAIN DETAILS IN CONNECTION THEREWITH; PROVIDING FOR
EFFECTIVE DATE.

BODY

WHEREAS, the Board of County Commissioners (the
"Board") of Dade County, Florida (the "County"), enacted
Ordinance No. 83-67 on July 19, 1983 ("Ordinance No. 83-67"),
pursuant to which the County issued the Dade County, Florida
Special Obligation and Refunding Bonds, Series 1983A (the
"Series 1983 Bonds") to finance certain capital projects, and to
refund other obligations of the County; and

WHEREAS, pursuant to Ordinance No. 83-67, as
supplemented and amended, including, without limitation, by
Ordinance No. 86-94, enacted by the Board on December 2, 1986,
the County issued the Dade County, Florida Special Obligation
and Refunding Bonds, Series 1986 (the "Series 1986 Bonds") to
refund the Series 1983 Bonds; and

WHEREAS, Ordinance No. 83-67 permits, upon compliance
with certain specific conditions, the defeasance of the lien of
the Series 1986 Bonds on the revenues and funds pledged to their
repayment; and

WHEREAS, it is in the best interest of the County to
refund all of the outstanding Series 1986 Bonds as more fully
set forth in this Ordinance, and to issue its Dade County,
Florida, Public Service Tax Revenue Refunding Bonds, Series 1996
(the "Series 1996 Bonds") for said purpose; and

WHEREAS, the Board is authorized under the Act to
issue bonds for various projects, including the refunding of the
Series 1986 Bonds, and the refunding of the Series 1986 Bonds
constitutes a valid County purpose; and

WHEREAS, it is necessary and in the best interests of
the County to provide for the refunding of the Series 1986 Bonds
in order to obtain substantial net interest cost savings; and
WHEREAS, the Board finds it desirable to authorize the
issuance of the Series 996 Bonds as provided in this Ordinance
and to make provision for the issuance of other parity Bonds as
provided in this Ordinance which is enacted pursuant to Article
VIII, Section 1 of the Constitution of the State of Florida,
Section 125.01, Florida Statutes, Section 159.11, Florida
Statutes, Chapter 166, Florida Statutes, the Metropolitan Dade
County Home Rule Amendment and Charter, as amended (the
"Charter"), and other applicable provisions of law;



NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY
COMMISSIONERS OF DADE COUNTY' FLORIDA:

ARTICLE I INCORPORATION OF RECITALS; DEFINITIONS


Section 101. Incorporation of Recitals. The Board
hereby finds and determines, and does hereby incorporate as part
of this Ordinance, the matters set forth in the foregoing
recitals.

Section 102. Meaning of Words and Terms. As used in
this Ordinance, unless the context otherwise requires: "Act"
means, collectively, Article VIII, Sections 1 and 6(f) of the
Constitution of the State of Florida, Section 125.01, Florida
Statutes, Section 159.11, Florida Statutes, Chapter 166, Florida
Statutes, the Charter and other applicable provisions of law.
"Additional Bonds" means additional obligations issued in
compliance with the terms, conditions and limitations contained
in Section 208 which shall have a lien, equal as to priority of
payment with the Series 1996 Bonds, on the Pledged Funds.

"Amortization Requirement" means the funds to be
deposited in the Debt Service Fund in a given Bond Year for the
payment at maturity or mandatory redemption of a portion of Term
Bonds of a designated Series, as established by subsequent
resolution of the Board adopted at or before the delivery of
such Series of Term Bonds.

"Annual Budget" means the budget or budgets, as
amended and supplemented from time to time, and adopted in
accordance with Section 706 of this Ordinance and the laws of
the State of Florida.

"Authorized Depositary" means any bank, trust
company, national banking association, savings and loan
association, savings bank or other banking association selected
by the County as a depositary, which is authorized under Florida
law to be a depositary of public funds of the County and which
has qualified with all applicable state and federal requirements
concerning the receipt of County funds.

"Board" means the Board of County Commissioners of
Dade County, Florida.

"Bond Counsel" means nationally recognized legal
counsel experienced in matters relating to the validity of, and
the exclusion from gross income for federal income tax purposes
of interest on obligations of states and their political
subdivisions.

"Bondholders," "Holders," "Registered Owners" or
"Owners" means registered owners (or their authorized
representatives) of Bonds.

"Bond Insurance Policy" means a municipal bond policy
of insurance insuring the payment, when due, of the principal of
and interest on a Series of Bonds.

"Bond Insurer" means with respect to any Series of
Bonds, the issuer of a Bond Insurance Policy.

"Bond Obligation" means, as of the date of
computation, the sum of: (i) the principal amount of all Current
Interest Bonds then Outstanding and (ii) the Compounded Amount
on all Capital Appreciation Bonds then Outstanding.

"Bond Registrar" means such banks or trust companies
as shall be designated by the Board or appointed by the County
Manager as authorized by subsequent resolution to serve as Bond
Registrar performing such functions as required by this
Ordinance.

"Bonds" means any bonds issued pursuant to this
Ordinance, including the Series 1996 Bonds, any Additional Bonds
and any Refunding Bonds.

"Bond Service Requirement" means for a given Bond
Year the remainder, after subtracting any accrued and
capitalized interest for that year that has been deposited into
the Debt Service Fund or a separate subaccount in the
Construction Fund for that purpose, from the sum of:

(A) The amount required to pay the interest coming
due on Bonds during that Bond Year, including the accreted
interest component of the Compounded Amount of Capital
Appreciation Bonds coming due during that Bond Year;

(B) The amount required to pay the principal of
Serial Bonds and the principal of Term Bonds, including the
principal component of the Compounded Amounts of Capital
Appreciation Bonds, maturing in that Bond Year that are not
included in the Amortization Requirements for such Term Bonds;
and

(C) The Amortization Requirement for all Series of
Term Bonds for that Bond Year.

For purposes of calculating the Bond Service
Requirement, the interest rate with respect to Bonds bearing
interest at a Variable Rate and fixed rate Bonds with respect to
which a Hedge Agreement has been entered into shall be
determined as provided in the definition of "Variable Rate. "
"Bond Year" means the annual period beginning on the first
day of October of each year and ending on the last day of
September of the following year; provided that when such term is
used to describe the period during which deposits are to be made
pursuant to Section 504 of this Ordinance to amortize the
principal and interest on the Bonds maturing or becoming
subject to redemption, the principal and interest maturing or
becoming subject to redemption on the first day of the month
immediately succeeding any Bond Year shall be deemed to mature
or become subject to redemption on the last day of the preceding
Bond Year.

"Book-Entry Bonds" and "Bonds in Book-Entry Form"
means Bonds which are subject to a Book-Entry System.

"Book-Entry System" or "Book-Entry-Only-System" means
a system under which either (a) bond certificates are not
issued and the ownership of bonds is reflected solely by the
registration books maintained by the Bond Registrar, or (b)
physical certificates in fully registered form are issued to a
securities depository or to its nominee as Registered Owner,
with the certificated bonds held by and "immobilized" in the
custody of such securities depository, and under which records
maintained by or on behalf of the securities depository, rather
than the Bond Registrar, constitute the written record that
identifies the ownership and transfer of the beneficial
interests in those bonds.

"Capital Appreciation Bonds" means Bonds that bear
interest, compounded semiannually, that is payable only at
maturity or upon redemption prior to maturity in amounts
determined by reference to the Compounded Amounts.

"Chairperson" means the Chairperson of the Board, or
in the absence of the Chairperson, the Vice Chairperson or the
officer or officers succeeding to the functions of the
Chairperson.

"Charter" means the Metropolitan Dade County Home
Rule Amendment and Charter, as amended.

"Clerk" means the Clerk or any Deputy Clerk of the
Board or the officer or officers succeeding to the principal
functions of the Clerk.

"Code" means the Internal Revenue Code of 1986, as
amended, or any corresponding provisions of any future laws of
the United States of America relating to federal income
taxation, and except as otherwise provided in or required by the
context of this Ordinance, includes interpretations contained or
set forth in the applicable regulations of the Department of the
Treasury (including applicable final regulations and temporary
regulations), including applicable rulings of the Internal
Revenue Service (including published Revenue Rulings and
private letter rulings) and applicable court decisions.

"Compounded Amounts" means the principal amount of
the Capital Appreciation Bonds plus the amount of interest that
has accreted on such Capital Appreciation Bonds, compounded
semiannually, to the date of calculation, determined by
reference to accretion tables contained in each such Capital
Appreciation Bond or an offering circular with respect to such
Capital Appreciation Bond. The Compounded Amounts for such
Capital Appreciation Bonds as of any date not stated in such
tables shall be calculated by adding to the Compounded Amount
for such Bonds as of the date stated in such tables immediately
preceding the date of computation a portion of the difference
between the Compounded Amount for such preceding date and the
Compounded Amount for such Capital Appreciation Bonds as of the
date shown on such tables immediately succeeding the date of
calculation, apportioned on the assumption that interest
accretes during any period in equal daily amounts on the basis
of a year of twelve 30-day months.

"Construction Fund" means the Construction Fund
established pursuant to Section 401 of this Ordinance.

"Costs of the Project" means those costs described in
Section 403 of this Ordinance. "Counterparty" means a
party, other than the County, to a Hedge Agreement.

"County" means Dade County, Florida, a political
subdivision of the State of Florida. "County Code" means
the Code of Metropolitan Dade County, Florida.

"County Manager" means the County Manager of the
County, any Assistant County Manager or a designee or the
officer or officers succeeding to the functions of the County
Manager. "Credit Facility" means a line of credit, letter
of credit or similar credit enhancement device or arrangement
providing support for the payment of the principal of and
interest on one or more Series of Bonds.

"Current Interest Bonds" means Bonds that bear
interest which is payable annually, semiannually or monthly, or
such more frequent interval as the County may determine.

"Debt Service Fund" means the fund by that name
established by Section 502 of this Ordinance.

"Designated Revenues" means the payments received
from the levy of the Public Service Tax by the County.

"Escrow Agent" means a bank or trust company, either
within or without the State of Florida, as shall be designated
by the Board or appointed by the County Manager as authorized by
subsequent resolution to act as Escrow Agent, performing such
functions as required by this Ordinance or the Escrow Deposit
Agreement.

"Escrow Deposit Agreement" means the Escrow Deposit
Agreement, by and between the County and the Escrow Agent
pursuant to which funds will be held for the payment of the
Series 1986 Bonds.

"Finance Director" means the Finance Director of the
County, or his successor or designee. "Fiscal Year"
means, initially, the period commencing on October 1 of each
year and ending on the next succeeding September 30, or such
other consecutive 12-month period as may hereafter be designated
as the fiscal year of the County pursuant to general law.

"Governmental Obligations" means: (i) direct
noncallable obligations of, or obligations the payment, when
due, of the principal of and interest on which is
unconditionally guaranteed by, the United States of America; and
(ii) stripped interest obligations on bonds, notes, debentures
and similar obligations issued by Resolution Funding
Corporation.

"Hedge Agreement" means an interest rate exchange
agreement, an Interest Swap Agreement or other financial product
which is used by the County as a hedging device with respect to
its obligation to pay debt service on any of the Bonds, entered
into between the County and a Counterparty; provided that such
Counterparty shall be an entity whose long-term debt
obligations, or whose payment obligations under the Hedge
Agreement are guaranteed by an entity whose senior long-term
debt obligations, are rated (on the date the Hedge Agreement is
entered into) by Moody's and S & P or their respective
successors in a rating category not less than "A" by Moody's and
"A" by S & P; and further provided that such arrangement shall
be specifically designated in a certificate of the Finance
Director as a "Hedge Agreement" for purposes of this
Ordinance; and provided further that at the time of entering
into such Hedge Agreement the County shall have obtained
written evidence that entering into such Hedge Agreement will
not, in and of itself, result in a withdrawal or reduction of
any rating assigned to the Bonds by a Rating Agency.

"Hedge Charges" means charges payable by the County
to a Counterparty upon the execution, renewal or termination of
any Hedge Agreement and any periodic fee payable by the County
to keep such Hedge Agreement in effect and other required
payments, exclusive of Hedge Obligations.

"Hedge Obligations" means (i) net payments required
to be made by the County under a Hedge Agreement from time to
time as a result of fluctuation in hedged interest rates, or
fluctuation in the value of any index of payment and (ii)
termination charges payable by the County with respect to a
Hedge Agreement, provided that with respect to any such
termination charge, such termination charge may be considered as
a Hedge Obligation (and not a Hedge Charge) if, on or before the
date of entering into such Hedge Agreement, the County shall
have obtained written evidence from each Rating Agency that such
Hedge Agreement and treatment of such termination charges as a
Hedge Obligation under this Ordinance will not, in and of
itself, result in the withdrawal or reduction of the rating(s)
then applicable to the Bonds.

"Hedge Receipts" means net payments received by the
County from a Counterparty under a Hedge Agreement.

"Interest Swap Agreement" means an agreement between
the County and a Counterparty under which the County is
obligated to make periodic payments on a "notional amount" to
the Counterparty at a fixed rate of interest and the
Counterparty is obligated to make periodic payments to the
County on such "notional amount" at a variable rate of interest,
or vice versa, and under which the amounts so payable by the
County and such Counterparty on any date are netted against each
other with the party owing the larger amount making a net
payment to the other party.

"Liquidity Facility" means a line of credit, letter
of credit or similar enhancement device or arrangement creating
a source to be drawn upon by the County to pay the purchase
price of one or more Series of Bonds.

"Maximum Bond Service Requirement" means, as of any
particular date of calculation, the largest Bond Service
Requirement for any remaining Bond Year, except that with
respect to any Bonds for which Amortization Requirements have
been established, the amount of principal coming due on the
final maturity date with respect to such Bonds shall be reduced
by the aggregate principal amount or Compounded Amounts, as the
case may be, of such Bonds that are to be redeemed or paid from
Amortization Requirements to be made in prior Bond Years. For
purposes of this Ordinance, the Maximum Bond Service Requirement
shall be calculated at least annually as of the first day of
each Bond Year and as of the date of issuance of any Series of
Bonds.

"Moody's" means Moody's Investors Service, Inc., and
its successors.

"Outstanding" or "Bonds Outstanding" means all Bonds
which have been issued pursuant to this Ordinance except:

(a) Bonds cancelled after purchase in the open market
or because of payment at or redemption prior to maturity;

(b) Bonds for the payment or redemption of which
pursuant to Article X of this Ordinance cash funds or
Governmental Obligations or any combination of them shall have
been previously irrevocably set aside in a special account with
the Paying Agent or an Authorized Depositary acting as an escrow
agent (whether upon or prior to the maturity or redemption date
of any such Bonds) in an amount which, together with earnings on
such Governmental Obligations, will be sufficient to pay the
principal of, redemption premiums, if any, and interest on such
Bonds at maturity or upon their earlier redemption; and

(c) Bonds which are deemed paid pursuant to Section
304 or in lieu of which other Bonds have been issued under
Section 206.

"Paying Agent" means any Authorized Depositary
designated by the Board or appointed by the County Manager as
authorized by subsequent resolution to serve as a Paying Agent
performing such functions as are required by this Ordinance. All
Paying Agents shall have a combined capital, surplus and
undivided profits of at least $100,000,000.

"Permitted Investments" means, to the extent
permitted by law, (i) Governmental Obligations; (ii) bonds,
debentures or notes issued by any of the following Federal
agencies: Banks for Cooperatives, Federal Intermediate Credit
Banks, Federal Home Loan Banks, Export-Import Bank of the United
States, Government National Mortgage Association, Federal Land
Banks, or the Federal National Mortgage Association (including
participation certificates issued by such Association), (iii)
all other obligations issued or unconditionally guaranteed as to
principal and interest by an agency or person controlled or
supervised by and acting as an instrumentality of the United
States Government pursuant to authority granted by the Congress,
(iv) general obligations of any state of the United States
(other than obligations rated lower than the three highest
grades by at least two Rating Agencies, including any Rating
Agencies then rating Bonds Outstanding), (v) repurchase
agreements with any bank or trust company organized under the
laws of any state of the United States of America or any
national banking association or government bond dealer reporting
to, trading with, and recognized as a primary dealer by the
Federal Reserve Bank of New York, which agreement is fully
secured by Governmental Obligations delivered to another bank or
trust company organized under the laws of any state of the
United States of America or any national banking association, as
custodian, (vi) certificates of deposit or similar arrangements
with any Federal or State of Florida bank, trust company or
savings and loan association which is a member of the Federal
Deposit Insurance Corporation, (vii) investment agreements or
contracts which are rated or are issued or guaranteed by an
entity whose long-term unsecured obligations are rated in one of
the two highest rating categories by both Moody's and S & P or
their respective successors, and which are not required to be
registered under the Securities Act of 1933 but may be so
registered, whereby under each such investment agreement or
contract the party is absolutely and unconditionally obligated
to repay the moneys invested by the County and interest thereon
at a guaranteed rate, without any right of recoupment,
counterclaim or set off; provided, however, that such party may
have the right to assign its obligations under any such
agreements or contracts to any other entity if the investment
agreements or contracts shall continue to be rated in one of the
two highest rating categories by both Moody's and S & P or their
respective successors and if such agreements or contracts shall
not be registered, the agreements or contracts shall not be
required to be registered under the Securities Act of 1933 by
reason of such assignment; and (viii) any other investment which
is a permitted investment for public funds under County
ordinance or rule approved by each Rating Agency.

"Pledged Funds" means the Designated Revenues and
all funds held in trust by the County under this Ordinance for
the benefit of the Bondholders, and all earnings and investment
income derived from the investment of such funds, but in no
event including moneys held in the Rebate Fund. "Project"
means any capital project or projects authorized by subsequent
ordinance or resolution to be acquired, constructed or repaired
with proceeds of Additional Bonds.

"Public Service Tax" means the excise tax levied by
the County upon the purchase in the unincorporated areas of Dade
County, Florida of electricity, metered or bottled gas (natural
liquified petroleum gas or manufactured), coal, fuel oil, water
service and telecommunications service pursuant to Article VIII,
Section 6(f), Constitution of the State of Florida, Section
166.231, Florida Statutes and as provided in Article IV of
Chapter 29 of the County Code.

"Rating Agency" means any nationally recognized
securities rating service that is providing a rating for any
Series of Bonds Outstanding.

"Rebate Amount" means the excess of the future value,
as of a computation date, of all receipts on non-purpose
investments (as defined in Section 1.148-3 of the Income Tax
Regulations) over the future value, as of that date, of all
payments on non-purpose investments, all as provided by
regulations under the Code implementing Section 148 thereof.

"Rebate Fund" means the Rebate Fund established
pursuant to Section 502 of this Ordinance.

"Refunding Bonds" means Bonds issued pursuant to the
provisions of Section 209 to refund Outstanding Bonds.

"Reserve Fund" means the fund by that name
established pursuant to Section 502 of this Ordinance.

"Reserve Fund Facility" means bond insurance, a
surety bond, a letter of credit or other credit facility used
in lieu of a cash deposit in the Reserve Fund and meeting the
terms and conditions of Section 504(2) hereof.

"Reserve Fund Facility Provider" means a reputable
and nationally recognized bond insurance provider or a bank or
other financial institution providing a Reserve Fund Facility,
whose bond insurance policies insuring, or whose letters of
credit, surety bonds or other credit facilities securing, the
payment, when due, of the principal of and interest on bond
issues by public entities results in such issues (as of the date
of issuance of the Series of Bonds for which the Reserve Fund
Facility is to be utilized) being rated, in the case of a bond
insurance provider, in the highest rating category by at least
one Rating Agency, including all Rating Agencies then rating any
Outstanding Bonds, and in the case of a bank or other financial
institution, in one of the two highest rating categories by a
nationally recognized securities rating agency.

"Reserve Requirement" means the amount of money, if
any, or available amount of Reserve Fund Facility or Reserve
Fund Facilities, if any, as provided for by subsequent
resolution adopted prior to the issuance of the Series 1996
Bonds to be maintained in the Reserve Fund.

"Revenue Fund" means the fund by that name
established by Section 502 of this Ordinance. "S & P"
means Standard & Poor's, a division of McGraw Hill Companies,
and its successors. "Serial Bonds" means Bonds of a
Series (other than Term Bonds) which mature in annual or
semiannual installments.

"Series" means any portion of the Bonds of an issue
authenticated and delivered in a single transaction, payable
from an identical source of revenue and identified pursuant to
the supplemental ordinance or resolution authorizing such Bonds
as a separate Series of Bonds, regardless of variations in
maturity, interest rate, Amortization Requirements or other
provisions, and any Bonds thereafter authenticated and delivered
in lieu of or in substitution of a Series of Bonds issued
pursuant to this Ordinance.

"Series 1986 Bonds" means the outstanding Dade
County, Florida Special Obligation and Refunding Bonds, Series
1986.

"Series 1996 Bonds" means the Dade County, Florida
Public Service Tax Revenue Refunding Bonds, Series 1996,
authorized in this Ordinance to be issued in an aggregate
principal amount of not exceeding $70,000,000.

"Taxable Bonds" means Bonds the interest on which is
not intended at the time of their issuance to be excluded from
gross income for federal income tax purposes.

"Term Bonds" means Bonds of a Series for which Debt
Service Fund Deposits are established, all of which mature on
one date and which are subject to mandatory redemption by
operation of the Amortization Requirement.

"Variable Rate" means, when used with respect to any
Bonds or Hedge Obligation, Bonds or H

Hedge Obligations having (or determined by reference
to) an interest rate which is subject to future change so that
at the date any calculation of interest thereon is required to
be made under this Ordinance or under any ordinance or
resolution authorizing a Series of Bonds, the interest payable
at any future time or for any interest period (which is relevant
to such calculation) is not known. For the following purposes,
interest on Variable Rate Bonds shall be calculated as follows:

If, as of the date of any calculation, any
Outstanding Bond is a Variable Rate Bond, or if any Additional
Bond or Refunding Bond to be issued is a Variable Rate Bond, the
following rules shall apply:

(i) The rate of interest on any outstanding Variable
Rate Bond shall be deemed to be (A) if no Hedge Agreement
relating to such Bond shall be in effect, the mean average
interest rate borne by such Bond during the preceding twelve
(12) months (or such shorter period as such Bond has been
Outstanding), or (B) if a Hedge Agreement relating to such Bond
is in effect for any period during such Fiscal Year, the
interest rate determined by taking into account the payments
expected to be made or expected to be received by the County
under such Hedge Agreement (other than Hedge Charges) shall be
used for such period, such that if the Bonds and the Hedge
Agreement taken together result in a net fixed rate payable by
the County for such period, such net fixed rate shall be deemed
to be the rate of interest on such Bonds for purposes hereof, or
(C) if two Variable Rate Bonds taken together result in a net
fixed rate payable by the County, such net fixed rate shall be
deemed to be the interest rate for such Bonds for the purpose of
this Ordinance. If a Hedge Agreement is in effect and the
County's Hedge Obligation is a Variable Rate, then such rate
shall be deemed to be the Assumed Interest Rate set forth in
subparagraph (iii) below.

(ii) For purposes of determining whether Additional
Bonds or Refunding Bonds may be issued under Sections 208 and
209 of this Ordinance, as applicable, the rate of interest on
any then outstanding Variable Rate Bonds shall be determined as
set forth in (i) above.

(iii) For purposes of determining whether Additional
Bonds or Refunding Bonds may be issued, the interest rate on the
proposed Variable Rate Bond shall be deemed to be the "Assumed
Interest Rate" as defined below; or if a Hedge Agreement is in
effect the interest rate shall be as set forth in (i) B above.
If a Hedge Agreement is in effect and the County's Hedge
Obligation is a variable rate, then such rate shall be deemed
to be the Assumed Interest Rate. As used in this paragraph the
"Assumed Interest Rate" shall be deemed to be the greater of (A)
the sum of the average of the actual interest rates on seven day
obligations for the immediately preceding 52 weeks (or if not
available for the 52 week period, then for the period for which
available), as shown by the Public Securities Association
Municipal Swap Index, published by Thompson Financial Services
(or if such index is not published, a like 7 day index for high
quality variable rate demand obligations selected by the County)
for such period, plus 50 basis points, or (B) if the Variable
Rate is determined by reference to an index or formula based on
an index, the average of the interest rate which would have been
applicable to such Variable Rate Bonds pursuant to the index or
formula specified for determination on the interest on such
Variable Rate Bonds during the immediately preceding 52 weeks
(or if not available for such 52 week period, for the period for
which available).

Section 103. Gender, Number and Miscellaneous
Definitions. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and
neuter genders. Words importing singular number shall include
the plural number in each case and vice versa, and words
importing persons shall include firms, corporations or other
entities including governments or governmental bodies. The word
"Ordinance" shall include this Ordinance and any ordinance
which amends or supplements it.

ARTICLE II AUTHORIZATION OF REFUNDING OF THE SERIES
1986 BONDS AND OF ISSUANCE OF SERIES 1996 BONDS; TERMS OF BONDS;
ISSUANCE OF ADDITIONAL BONDS AND REFUNDING BONDS; REGISTRATION
OF BONDS

Section 201. Authorization of Refunding. The
refunding of the Series 1986 Bonds with proceeds of the Series
1996 Bonds and all fees for fiscal agents, escrow agents,
underwriters and financial advisors, costs of bond insurance, if
any, and such other costs and expenses that may be incidental
or necessary for the issuance of the Series 1996 Bonds and such
refunding are hereby authorized. Approval of the form of an
Escrow Deposit Agreement and the appointment of an Escrow Agent
in connection with such refunding shall be accomplished by
subsequent resolution of the Board.

Section 202. Authorization of Series 1996 Bonds'
Hedge Agreement and Interest Swap Agreements. Subject and
pursuant to the provisions of this Ordinance, the Series 1996
Bonds to be known as "Dade County, Florida, Public Service Tax
Revenue Refunding Bonds, Series 1996" are hereby authorized to
be issued at one time or from time to time as needed in one or
more Series in an aggregate principal amount not to exceed
$70,000,000 for the purpose of refunding the Series 1986 Bonds
and paying the related costs of issuance subject to the terms
and conditions of this Ordinance and of any subsequent related
ordinance or resolution. The County may enter into Hedge
Agreements and Interest Swap Agreements as permitted by this
Ordinance and as authorized by subsequent ordinance or
resolution.

Section 203. Details and Terms of Bonds. The Board
shall by supplemental ordinance or resolution specify, or
provide for specification, for each Series of Bonds prior to
their issuance, their terms and provisions, including, but not
limited to the date and terms of maturity or maturities of the
Bonds; the principal amount and place and manner of payment; the
principal and interest payment dates and the manner in which
interest is to be calculated; the interest rate or rates of the
Bonds, which may include variable, dual, convertible or other
rates, compound interest, Capital Appreciation Bonds, original
issue discount and zero interest rate bonds, provided that the
average net interest cost rate on such Bonds shall never exceed
the maximum interest rate permitted by law in effect at the time
such Bonds are issued, and provided further that in the event
original issue discount, zero interest rate, Capital
Appreciation Bonds, or similar Bonds are issued, only the
original principal amount of such Bonds shall be deemed to be
issued on the date of issuance for the purposes of the maximum
amount of Bonds authorized under the supplemental ordinance or
resolution authorizing such Bonds; the denominations, numbering
and lettering of such Bonds; the Bond Registrar, the Paying
Agent and place or places of payment of such Bonds; the terms of
redemption for such Bonds; the use of proceeds of such Bonds;
and the Reserve Requirement, if any, with respect to such Bonds.


Section 204. Execution and Form of Bonds.

(a) Bonds shall be signed by, or bear the facsimile
signature of, the Chairperson and shall be signed by, or bear
the facsimile signature of the Clerk and the official seal of
the County or a facsimile thereof shall be imprinted on the
Bonds. When applicable, the Bonds shall be authenticated by
manual signature of an authorized signer on behalf of an
authenticating agent for such Bonds. The County may provide any
other uniform method for execution and authentication of Bonds
by supplemental ordinance or resolution related to such Bonds.


(b) The form of any Bonds shall be specified in or
provided for in the supplemental ordinance or resolution under
which such Bonds are issued.

(c) Bonds issued pursuant to any supplemental
ordinance or resolution may be issued in Book-Entry Form, or may
be issued in fully certificated form.

Section 205. Negotiability. Registration and
Transfer of Bonds. The Bond Registrar shall keep books for the
registration and transfer of Bonds and for the registration of
transfers of Bonds. The Bonds shall be transferable by the
Registered Owner in person or by his attorney duly authorized in
writing only upon the registration books of the County kept by
the Bond Registrar and only upon their surrender together with a
written instrument of transfer satisfactory to the Bond
Registrar duly executed by the Registered Owner or his duly
authorized attorney. Upon the transfer of any such Bond, the
Bond Registrar on behalf of the County shall issue in the name
of the transferee a new Bond or Bonds.

The County, the Paying Agent and the Bond Registrar
shall deem and treat the person in whose name any Bond shall be
registered upon the books kept by the Bond Registrar as the
absolute owner of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on such Bond as the same
become due and for all other purposes. All such payments so made
to any such Registered Owner or upon his order shall be valid
and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid, and neither the
County, the Paying Agent nor the Bond Registrar shall be
affected by any notice to the contrary.

At the option of the Registered Owner and upon
surrender of the Bonds at the designated corporate trust office
of the Bond Registrar with a written instrument of transfer
satisfactory to the Bond Registrar, duly executed by the
Registered Owner or his duly authorized attorney, and upon
payment by such Registered Owner of any charge which the Bond
Registrar may make as provided in this Section, the Bonds may
be exchanged for Bonds of the same Series, interest rate,
maturity date and tenor of another authorized denomination.

In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the County shall
execute and the Bond Registrar shall authenticate and deliver
Bonds in accordance with the provisions of this Ordinance or any
applicable supplemental ordinance or resolution. All Bonds
surrendered in any such exchanges or transfers shall forthwith
be delivered to the Bond Registrar and canceled by the Bond
Registrar in the manner provided in this Section. There shall
be no charge for any such exchange or transfer of Bonds, but the
County or the Bond Registrar may require the payment of a sum
sufficient to pay any tax, fee or other governmental charge
required to be paid with respect to such exchange or transfer.
Neither the County nor the Bond Registrar shall be required (a)
to transfer or exchange Bonds for a period from a record date
established by the ordinance or resolution authorizing that
Series of Bonds to the next succeeding interest payment date on
such Bonds or 15 days next preceding any selection of Bonds to
be redeemed or thereafter until after the mailing of any notice
of redemption; or (b) to transfer or exchange any Bonds called
for redemption. However, if less than all of a Term Bond is
redeemed or defeased, the County shall execute and the Bond
Registrar shall authenticate and deliver, upon the surrender of
such Term Bond, without charge to the Bondholder, for the unpaid
balance of the principal amount of such Term Bond so
surrendered, a registered Term Bond in the appropriate
denomination and interest rate.

All Bonds paid or redeemed, either at or before
maturity shall be delivered to the Bond Registrar when such
payment or redemption is made, and such Bonds, together with all
Bonds purchased by the County, shall thereupon be promptly
canceled. Bonds so canceled may at any time be destroyed by the
Bond Registrar, who shall execute a certificate of destruction
in duplicate by the signature of one of its authorized officers
describing the Bonds so destroyed, and one executed certificate
shall be filed with the Finance Director and the other executed
certificate shall be retained by the Bond Registrar.

The Board, by supplemental ordinance or resolution,
may provide for the registration of the Bonds of any Series by
adopting a Book-Entry System for such Series. Beneficial
ownership of such Bonds shall be transferred in accordance with
the procedures of the securities depository and its
participants.

Section 206. Bonds Mutilated, Destroyed' Stolen or
Lost. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the County may in its discretion cause to be
executed, and the Bond Registrar shall authenticate and deliver,
a new Bond of like date and tenor as the Bond so mutilated,
destroyed, stolen or lost in exchange and substitution for such
mutilated Bond upon surrender and cancellation of such mutilated
Bond or in lieu of and substitution for the Bond destroyed,
stolen or lost, and upon the Registered Owner furnishing the
County and the Bond Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable
regulations and conditions as the County and the Bond Registrar
may prescribe and paying such expenses as the County and the
Bond Registrar may incur. All Bonds so surrendered shall be
canceled by the Bond Registrar or Paying Agent on behalf of the
County. If any of the Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond, the County may pay
the same, upon being indemnified as aforesaid, and if such Bond
be lost, stolen or destroyed, without its surrender. Any such
duplicate Bonds issued pursuant to this Section 206 shall
constitute original, additional contractual obligations on the
part of the County whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds
shall be entitled to equal and proportionate benefits and rights
as to lien on and source and security for payment from the
funds, as pledged in this Ordinance, to the same extent as all
other Bonds.

Section 207. Temporary Bonds. Pending the preparation
of definitive Bonds, the County may execute and deliver
temporary Bonds. Temporary Bonds shall be issuable as registered
Bonds without coupons, of any authorized denomination, and
substantially in the form of the definitive Bonds but with such
omissions, insertions, and variations as may be appropriate for
temporary Bonds, all as may be determined by the County.
Temporary Bonds may contain such reference to any provisions of
this Ordinance as may be appropriate. Every temporary Bond
shall be executed and authenticated upon the same conditions and
in substantially the same manner, and with like effect, as the
definitive Bonds. As promptly as practicable the County shall
execute and shall furnish definitive Bonds and thereupon
temporary Bonds may be surrendered in exchange for definitive
Bonds without charge at the principal office of the Bond
Registrar, and the Bond Registrar shall authenticate and deliver
in exchange for such temporary Bonds a like aggregate principal
amount of definitive Bonds of authorized denominations. Until so
exchanged, the temporary Bonds shall be entitled to the same
benefits under this Ordinance as definitive Bonds.
Section 208. Issuance of Additional Bonds. Additional Bonds,
payable on a parity from the Pledged Funds with the Series 1996
Bonds, as provided in this Ordinance, can be issued and
delivered only if there shall have been obtained and filed with
the Finance Director the following:

(a) a copy, certified by the Clerk, of an ordinance
or ordinances or a resolution or resolutions, which shall
further include a brief and general description of purpose for
which the Additional Bonds are to be issued;

(b) a copy, certified by the Clerk, of an ordinance
or resolution (which may be the same ordinance or resolution
described in (a) above), awarding such Additional Bonds,
specifying the interest rate of each such Additional Bond and
directing the delivery of such Additional Bonds to or upon the
order of the purchasers therein named upon payment of the
purchase price therein set forth;

(c) an opinion of the County Attorney to the effect
that the issuance of such Additional Bonds has been duly
authorized and that all conditions precedent to the delivery of
such Additional Bonds have been fulfilled; and

(d) a certificate of the Finance Director stating
that the Sales Tax for a period of any twelve consecutive months
out of the twenty-four months immediately preceding the sale of
Additional Bonds is 1.20 times the Maximum Bond Service
Requirement on all Bonds then Outstanding and the proposed
Additional Bonds.

Section 209. Issuance of Refunding Bonds. The County
may issue at any time and from time to time Refunding Bonds for
the purpose of refunding any Series of Bonds, or any maturity of
Bonds within a Series or any portion of such maturity, without
the necessity of complying with the requirements contained in
Section 208(d) above provided that prior to or simultaneously
with the issuance of such Refunding Bonds there shall be filed
with the Finance Director a report from an independent certified
public accountant and/or an opinion of Bond Counsel to the
effect that (i) the net proceeds from such Refunding Bonds will
be sufficient to cause the lien created by this Ordinance with
respect to the Series of Bonds to be refunded to be defeased
pursuant to Article X and (ii) the Maximum Bond Service
Requirement with respect to Bonds Outstanding following the
issuance of the Refunding Bonds shall be less than the Maximum
Bond Service Requirement with respect to the Bonds Outstanding
immediately prior to the issuance of such Refunding Bonds,
including the Bonds to be refunded. In addition, prior to or
simultaneously with the issuance of such Refunding Bonds, there
shall be filed with the Finance Director, an opinion of the
County Attorney to the same effect as the opinion required by
Section 208(c) and an opinion of Bond Counsel to the effect that
(a) the proceeds from the sale of the Refunding Bonds have been
set aside in irrevocable escrow for the payment of the Bonds to
be refunded in the manner described in Article X below and (b)
the issuance of the Refunding Bonds and the use of the proceeds
of the Refunding Bonds as described above will not have the
effect of causing the interest on any Bonds other than Taxable
Bonds then Outstanding under this Ordinance (including the Bonds
to be refunded) to become includable in gross income for
federal income tax purposes.

Section 210. Additional Requirements for Issuance of
Additional Bonds and Refunding Bonds. In addition to the other
requirements of Sections 208 and 209 of this Ordinance, each
ordinance or resolution authorizing the issuance of Additional
Bonds or Refunding Bonds will recite that all of the material
covenants of this Ordinance will be applicable to such
Additional Bonds or Refunding Bonds, and no default shall have
occurred and be continuing in the performance of any of the
covenants and obligations and all payments required to have
been made into the accounts and funds under the terms of this
Ordinance shall have been made to the full extent required
before any Additional Bonds or Refunding Bonds may be issued.


Bonds issued pursuant to the terms and conditions of
Section 208 or Section 209 shall be deemed on a parity with all
Bonds then Outstanding, and all of the covenants and other
provisions of this Ordinance, to the extent provided hereby,
shall be for the equal benefit, protection and security of the
Holders of any Bonds originally authorized and issued pursuant
to this Ordinance and the Registered Owners of any Bonds
evidencing additional obligations subsequently created within
the limitations of and in compliance with Section 208 or Section
209. Bonds shall be issued only for the purpose of financing one
or more Projects, to finance termination payments relating to
Hedge Agreements or for the purpose of refunding any obligations
previously issued for such purposes.

Section 211. Issuance of Other Obligations. The
County shall not issue any other obligations payable from the
Pledged Funds, nor voluntarily create or cause to be created any
debt, lien, pledge, assignment, encumbrance or other charge
having priority to or being on a parity with the lien on the
Pledged Funds in favor of the Registered Owners of the Bonds
issued pursuant to this Ordinance, except under the conditions
and in the manner provided in this Ordinance and except for
Hedge Agreements permitted under this Ordinance. Any obligations
issued by the County other than the Series 1996 Bonds,
Additional Bonds, Refunding Bonds and Hedge Agreements shall
contain an express statement that such obligations are junior
and subordinate in all respect to the Bonds as to lien on,
source of and security for payment from the Pledged Funds.

Section 212. Negotiability. The Bonds shall be and
have all the qualities of investment securities under the
Uniform Commercial Code-Investment Securities Law of the State
of Florida.

ARTICLE III

REDEMPTION

Section 301. Provisions for Redemption. Except as
otherwise provided in this Ordinance, each Series of Bonds shall
be subject to redemption prior to maturity at such times, in
such manner and at such redemption price or redemption premium
as shall be established by subsequent resolution or ordinance of
the Board adopted or enacted, as the case may be, at or before
the delivery of such Bonds.

Section 302. Notice of Redemption. Notice of
redemption shall be given by the Paying Agent on behalf of the
County by deposit in the U.S. Mail of a copy of a redemption
notice, postage prepaid, at least thirty (30) and not more than
sixty (60) days before the redemption date to all Registered
Owners of such Series of Bonds or portions of such Series of
Bonds to be redeemed at their addresses as they appear fifteen
days prior to the date such notice is mailed on the registration
books to be maintained in accordance with the provisions of this
Ordinance. Failure to mail any such notice to a Registered Owner
of a Bond to be redeemed or any defect therein, shall not affect
the validity of the proceedings for redemption of any Bond or
portion of a Bond with respect to which no failure or defect
occurred.

Such notice shall set forth the date fixed for
redemption, the rate of interest borne by each Bond to be
redeemed, the redemption price of each Bond to be paid, the date
of the notice of redemption, the name and address of the Paying
Agent and, if less than all of the Bonds of such Series then
Outstanding shall be called for redemption, the distinctive
numbers and letters, including CUSIP numbers, if any, of such
Bonds to be redeemed and, in the case of Bonds to be redeemed
in part only, the portion of the principal amount to be
redeemed. If any Bond is to be redeemed in part only, the notice
of redemption which relates to such Bond shall also state that
on or after the redemption date, upon surrender of such Bond, a
new Bond or Bonds in a principal amount equal to the unredeemed
portion of such Bond will be issued.

Any notice mailed as provided in this Section shall
be conclusively presumed to have been duly given, whether or not
the Owner of such Bond receives such notice.

In addition to the mailing of the notice described
above, each notice of redemption and payment of the redemption
price shall meet the requirements of this paragraph set forth
below; provided, however, that failure of such notice or payment
to comply with the terms of this paragraph shall not in any
manner defeat the effectiveness of a call for redemption or in
any way create a default under or violation of the terms of this
Ordinance if notice is given as prescribed above:

(a) Each notice of redemption shall be sent at least
35 days before the redemption date by registered or certified
mail or overnight delivery service or telecopy to all registered
securities depositories then in the business of holding
substantial amounts of obligations of types comprising the Bonds
(such depositories now being The Depository Trust Company, New
York, New York, Midwest Securities Trust Company, Chicago,
Illinois, and Philadelphia Depository Trust Company,
Philadelphia, Pennsylvania) and to one or more national
information services that disseminate notices of redemption of
obligations such as the Bonds. (b) Each notice of
redemption shall be published on behalf of the County by the
Paying Agent one time in The Bond Buyer of New York, New York
or, if such publication is impractical or unlikely to reach a
substantial number of the Holders of the applicable Series of
Bonds, in some other financial newspaper or journal which
regularly carries notices of redemption of other obligations
similar to the Bonds, such publication to be made at least
thirty days prior to the date fixed for redemption.

(c) Upon the payment of the redemption price of Bonds
being redeemed, each check or other transfer of funds issued for
such purpose shall bear the CUSIP number identifying, by issue
and maturity, the Bonds being redeemed with the proceeds of
such check or other transfer.

The Bond Registrar shall not be required to transfer
or exchange any Bond after the publication and mailing of a
notice of redemption nor during the period of fifteen days next
preceding publication and mailing of a notice of redemption.


Section 303. Redemption of a Portion of Bonds. In
case part but not all of an Outstanding fully registered Bond
shall be selected for redemption, the Registered Owner thereof
shall present and surrender such Bond to the Paying Agent for
payment of the principal amount thereof so called for
redemption, and the Bond Registrar shall authenticate and
deliver to or upon the order of such Registered Owner, without
charge therefor, for the unredeemed balance of the principal
amount of the Bond so surrendered, a Bond or Bonds fully
registered as to principal and interest.

Section 304. Bonds called for Redemption not Deemed
Outstanding. Bonds or portions of Bonds that have been duly
called for redemption under the provisions hereof, and with
respect to which amounts sufficient to pay the principal of,
redemption premium, if any, and interest to the date fixed for
redemption shall be delivered to and held in separate accounts
by an escrow agent or any Paying Agent in trust for the
Registered Owners thereof, as provided in this Ordinance, shall
not be deemed to be Outstanding under the provisions of this
Ordinance and shall cease to be entitled to any lien, benefit or
security under this Ordinance, except to receive the payment of
the redemption price on or after the designated date of
redemption from moneys deposited with or held by such escrow
agent or the Paying Agent, as the case may be, for such
redemption of the Bonds and, to the extent provided in the
preceding paragraph to receive Bonds for any unredeemed
portion of the Bonds.

ARTICLE IV

CONSTRUCTION FUND

Section 401. Creation of Construction Fund; Lien on
Such Fund. There is hereby created and established a fund to be
designated the "Dade County, Florida, Public Service Tax Revenue
Bonds (Public Service Tax) Construction Fund" (the "Construction
Fund"). The Finance Director on behalf of the County shall
cause to be established a separate account in the
Construction Fund for each Project or Projects to be financed by
any Series of Bonds (the "Project Account") and two separate
subaccounts in each Project Account, one for deposit, at the
election of the Finance Director, of an amount of proceeds or
other funds of the County to be used to pay the capitalized
interest for such Series of Bonds, and the other for the deposit
of an amount of proceeds or other funds of the County to pay
all or a portion of the costs of issuance of such Bonds. The
proceeds of Bonds not needed for capitalized interest or to pay
costs of issuance shall remain in the Project Account to pay
other Costs of the Project. Each account and subaccount shall
be kept separate and apart from all other funds and accounts of
the County, and the moneys on deposit in the Project Account
and subaccounts shall be withdrawn, used and applied by the
Finance Director, as trustee for such funds for the purposes of
this Ordinance, solely for the payment of the Costs of the
Project for which the Project Account and its two subaccounts
were created and related purposes. There is hereby created a
lien on such moneys in favor of the Bondholders of the
applicable Series of Bonds until applied as provided in this
Ordinance.

Section 402. Payments from Construction Fund.
Payments of the Costs of Projects shall be disbursed subject
to such controls and procedures as the County may establish from
time to time, subject to any applicable provisions of this
Ordinance.

Section 403. Costs of Project. With respect to each
Project, the Costs of the Project shall be deemed to include,
but shall not be limited to, cost of the items described in the
plans and specifications, the cost of any lands or interest in
lands or any other properties deemed necessary or convenient,
engineering, design, planning, legal and financing expenses,
including, without limitation, the cost of any Bond Insurance
Policy, Reserve Fund Facility, Credit Facility or Liquidity
Facility, Hedge Charges, Rating Agency fees and printing costs,
fees payable to accountants or others, expenses for plans,
specifications and surveys, fees for fiscal agents,
underwriters, financial advisors and consultants, if any,
administrative expenses relating solely to the construction
and acquisition of the Project, all expenses for estimates of
costs and of revenues, costs of obtaining governmental and
regulatory permits, licenses, consents and approvals, all
costs relating to claims or judgments arising out of the
construction of the Project, all federal, state and local
taxes and payments in lieu of taxes required to be paid in
connection with the acquisition and construction of the
Project, the reimbursement to the County of all such

costs of the Project that have been advanced by the
County from its available funds before the delivery of a
Series of Bonds issued to finance such costs, interest on the
Bonds accruing during construction of such Project, and such
other costs and expenses that may be necessary or incidental
to the financing and construction of such Project or are
permitted under applicable law.

Capitalized interest, if any, deposited to a
subaccount to the applicable Project Account in the Construction
Fund and any investment income shall be transferred to the
extent necessary, to the Debt Service Fund to pay interest on
the related Series of Bonds.

Any funds on deposit in the Construction Fund that,
in the opinion of the Finance Director, are not immediately
necessary for expenditure may be invested and reinvested in
Permitted Investments which shall mature or be redeemable at
face value not later than the dates on which such funds are
needed. All income derived from investment of funds in an
account or subaccount in the Construction Fund shall be
deposited in such account or subaccount to which such investment
income is attributable and shall be used to pay capitalized
interest or Costs of the Project, as the case may be.

Any liquidated damages or settlement in payments
received by the County as a result of the breach by any
contractor, subcontractor or supplier working on or supplying
goods for a Project of any representation, warranty or
performance guaranty, and all insurance proceeds received with
respect to damages to such Project during construction, shall be
deposited into the appropriate account in the Construction Fund
to insure completion of such Project.

Section 404. Construction of Projects: Disposition of
Construction Fund Balance. The County covenants to commence the
acquisition and construction of each Project promptly upon
delivery of the applicable Series of Bonds and to thereafter
work with due diligence to complete such Project. Upon
completion of each Project, any amounts then remaining in the
related Project Account in the Construction Fund and not
reserved by the County for the payment of any remaining Costs of
the Project shall be deposited into the Debt Service Fund and
used to purchase or redeem Bonds in the manner that Bonds are to
be redeemed under the terms of this Ordinance or to pay
principal or interest on the Bonds.

Upon the occurrence of a payment default, the moneys
in an account in the Construction Fund related to a Series of
Bonds may be applied to the payment of such Bonds.

ARTICLE V

PLEDGE OF PLEDGED FUNDS; FUNDS AND ACCOUNTS

Section 501. Pledge of Pledged Funds. The payment of
the principal of, redemption premium, if any, and interest on
the Bonds and the payment of Hedge Obligations, shall be
secured, as provided in this Ordinance, equally and ratably by
an irrevocable lien on the Pledged Funds, prior and superior to
all other liens or encumbrances on the Pledged Funds, and the
County does hereby irrevocably pledge the Pledged Funds for the
payment of the principal of and interest on the Bonds, for the
reserves for such Bonds, for Hedge Obligations and for all other
payments provided in this Ordinance, in the manner and with the
priority of application as provided in this Ordinance. The
County has the authority to irrevocably pledge the Pledged
Funds, and the Pledged Funds are estimated to be sufficient to
pay the principal of and interest on the Series 1996 Bonds as
they become due and all other amounts required to be deposited
by this Ordinance. Notwithstanding the foregoing, nothing in
this Ordinance shall be deemed to grant or create a lien in
favor of the Bondholders on any moneys, including investment
earnings, in the Rebate Fund. The Bonds and Hedge Obligations
are secured solely by a pledge of the Pledged Funds and the
Bonds shall not be or constitute general obligations or
indebtedness of the County within the meaning of the
Constitution of the State of Florida, but shall be payable from
and secured by a lien solely upon and a pledge of the Pledged
Funds. No Bondholder or Counterparty shall ever have the right
to compel the exercise of the ad valorem taxing power of the
County or taxation in any form on any property to pay the
principal of, any redemption premium, if any, and interest on
such Bonds, or any Hedge Obligations or Hedge Charges, nor shall
any such Bondholder be entitled to payment of such principal,
redemption premium, if any, or interest thereon or any
Counterparty be entitled to payment of any Hedge Obligations or
Hedge Charges from any other funds of the County except the
Pledged Funds.

Section 502. Creation of Funds and Accounts. There
are hereby created and established the "Dade County, Florida
Public Service Tax Revenue Bonds (Public Service Tax) Revenue
Fund" (the "Revenue Fund"), the "Dade County, Florida Public
Service Tax Revenue Bonds (Public Service Tax) Debt Service
Fund" (the "Debt Service Fund"), the "Dade County, Florida
Public Service Tax Revenue Bonds (Public Service Tax) Reserve
Fund" (the "Reserve Fund") and the "Dade County, Florida Public
Service Tax Revenue Bonds (Public Service Tax) Rebate Fund"
(the "Rebate Fund").

Section 503. Trust Funds. Such funds and accounts
constitute trust funds for the specific purposes for which they
are created under this Ordinance, shall be delivered to and held
by the Finance Director (or an Authorized Depositary designated
by the Finance Director), who in each case, shall act as trustee
of such funds and accounts for the purposes of this Ordinance,
and shall at all times be kept separate and distinct from all
other funds of the County and used only as provided in this
Ordinance. Moneys held in the Revenue Fund, the Debt Service
Fund and the Reserve Fund shall be subject to a lien and charge
in favor of the Registered Owners of-the Bonds as provided by
the terms of this Ordinance.

Section 504. Disposition of Revenue Fund. Commencing
immediately following the issuance of the Series 1996 Bonds, and
periodically thereafter as soon as received, the County shall
deposit into the Revenue Fund all Designated Revenues.
Commencing as soon as the Designated Revenues shall be received
following the delivery of the Series 1996 Bonds and continuing
monthly thereafter, the funds in the Revenue Fund shall be
disposed of only in the following order and priority:

(1) First by deposit into the Debt Service Fund
(after taking into account any amount held in a fund, account or
subaccount created under this Ordinance as capitalized or
accrued interest from the proceeds of Bonds which is available
for payment of interest) an amount equal to one-sixth (1/6th) of
the interest maturing on the Bonds on the next interest payment
date, with respect to Bonds that bear interest payable
semiannually, the amount of interest next maturing on Bonds that
bear interest payable monthly, the amount of interest accruing
in such month on Bonds that bear interest on other than a
monthly or semiannual basis (other than Bonds that bear interest
only payable upon maturity or redemption), one-twelfth
(1/12th) of all principal and, with respect to Bonds that pay
interest only upon maturity or redemption, principal and
accreted interest, maturing or becoming payable during the
current Bond Year on the various Series of Serial Bonds that
mature annually, one-sixth (1/6th) of all principal and, with
respect to Bonds that pay interest only upon maturity or
redemption, principal and accreted interest, maturing or
becoming payable on the next maturity date in such Bond Year on
the various Series of Serial Bonds that mature semiannually, and
one-twelfth (1/12th) of the Amortization Requirements and
unamortized principal balances of Term Bonds coming due during
the then-current Bond Year with respect to the Bonds, until
there are sufficient funds then on deposit equal to the sum of
the interest, principal and redemption premium, if any, due on
the Bonds on the next interest, principal and redemption
dates in such Bond Year.

Hedge Receipts (other than those constituting
termination payments) shall be deposited into the Debt Service
Fund upon receipt.

The amount specified in this subparagraph (1) shall
be reduced to take into account Hedge Receipts (other than those
constituting termination payments) received on or before an
interest payment date and shall be increased to provide for the
payment of any Hedge Obligations to be paid on or before the
succeeding interest payment date; provided, however, that
unless the County shall have obtained an opinion of counsel at
the time of execution of the Hedge Agreement that the Hedge
Receipts shall not constitute preferential payments by the
Counterparty for purposes of the Federal Bankruptcy Code, such
Hedge Receipts shall not be taken into account for the purpose
of this sentence until such time as they have been in the
possession of the County for at least ninety (90) days.

If any Bonds (or any Hedge Obligations) bear interest
at a Variable Rate, the amount of scheduled interest due on such
Bonds (or Hedge Obligations) in a Bond Year for the purposes of
this Section shall be calculated assuming such interest will
accrue, with respect to such Bonds (or Hedge Obligations), at
the deemed rate of interest on Variable Rate Bonds (or Hedge
Obligations) pursuant to the definition of the term "Variable
Rate" in this Ordinance, unless otherwise provided by the
ordinance or resolution authorizing such Series of Bonds.

Deposits required pursuant to the foregoing shall be
increased or decreased each month to the extent required to pay
interest, principal and redemption premium, if any, next
becoming due and payable, after making allowance for any accrued
and capitalized interest, and to make up any deficiency or loss
that may otherwise arise in such fund or account.

Notwithstanding anything in this subparagraph (1) to
the contrary, if principal or interest payments have been
made on behalf of the County by a Bond Insurer or the provider
of a Liquidity Facility or Credit Facility or other entity
insuring, guaranteeing or providing for the payment of Bonds or
any Series thereof, moneys on deposit in the Debt Service Fund
and allocable to such Bonds shall be paid to such Bond Insurer
or issuer of the Liquidity Facility or Credit Facility or other
entity having theretofore made a corresponding payment on the
Bonds.

Deposits from the Revenue Fund into the Debt Service
Fund may be decreased or funds previously deposited into the
Debt Service Fund may be withdrawn and deposited in the manner
provided in subparagraphs (2) and (3) of this Section, as
appropriate, to adjust for Bonds purchased, redeemed or
otherwise paid from excess construction funds as provided in
Section 404.

Funds in the Debt Service Fund shall be used only to
pay interest on the Bonds when due, to pay the principal of
maturing Bonds, if any, the current Amortization Requirement (or
the principal of Term Bonds payable from the Amortization
Requirement) and any applicable redemption premiums and to pay
Hedge Obligations when due. At the maturity date of each Bond
and at the due date of each Amortization Requirement and
installment of interest on each Bond, the County shall transfer
from the Debt Service Fund to the Paying Agent for such Bonds
sufficient moneys to pay all principal of, redemption premium,
if any, interest and Amortization Requirements then due and
payable with respect to such Bonds. Such payments may be made by
wire transfer or other electronic means or as may be provided
with respect to any applicable Book-Entry System.

(2) Then, by deposit into the Reserve Fund amounts,
if any, which, after taking into account other funds then on
deposit in the Reserve Fund, will be sufficient to make the
funds on deposit in the Reserve Fund equal to the Reserve
Requirement.

Notwithstanding anything in this Ordinance to the
contrary, the County shall not be required to fully fund in the
Reserve Fund, if (i) at the time of issuance of any Series of
Bonds, it elects, by ordinance or resolution enacted or adopted,
as the case may be, prior to the issuance of such Series of
Bonds and subject to the limits described below, to fully fund
the Reserve Fund over a period specified in such ordinance or
resolution not to exceed sixty (60) months, during which it
shall make substantially equal monthly installments in order
that the amounts on deposit therein at the end of such period
shall equal the Reserve Requirement, or (ii) it provides at any
time or from time to time in lieu of such funds a Reserve Fund
Facility issued by a Reserve Fund Facility Provider in an amount
equal to the difference between the Reserve Requirement and the
sums then on deposit (or required to be on deposit over a
specified period of time as authorized above) in the Reserve
Fund. Such Reserve Fund Facility as provided above must provide
for payment on any interest or principal payment date (provided
adequate notice is given) on which a deficiency exists (or is
expected to exist) in moneys held under this Ordinance for a
payment with respect to Bonds which cannot be cured by funds in
any other account held pursuant to this Ordinance and available
for such purpose, and which shall name the Paying Agent or an
Authorized Depositary who has agreed to serve as trustee for the
benefit of the Bondholders as the beneficiary. In no event shall
the use of such Reserve Fund Facility be permitted if it would
cause an impairment in any existing rating on the Bonds or any
Series of Bonds. If the Reserve Fund is to be funded in
installments pursuant to clause (i) above upon the issuance of
any Series of Bonds, the deposits required pursuant to the
foregoing may be limited to the amount which will be sufficient
to pay the required monthly installments specified in the
ordinance or resolution authorizing such Bonds, plus an
additional amount necessary to make up any deficiencies
caused by withdrawals or resulting from the valuation of the
funds on deposit in the Reserve Fund. If a disbursement is made
from a Reserve Fund Facility as provided pursuant to clause (ii)
above, the County shall be obligated to reinstate the maximum
limits of such Reserve Fund Facility immediately following such
disbursement or to replace such Reserve Fund Facility by
depositing into the Reserve Fund from the first available
Pledged Funds for deposit pursuant to this clause (2), funds in
the maximum amount originally payable under such Reserve Fund
Facility, plus amounts necessary to reimburse the Reserve Fund
Facility Provider for previous disbursements made pursuant to
such Reserve Fund Facility, or a combination of such
alternatives, and for purposes of this clause (2), amounts
necessary to satisfy such reimbursement obligation and other
obligations of the County to such a Reserve Fund Facility
Provider shall be deemed required deposits into the Reserve
Fund, but shall be used by the County to satisfy its
obligations to the Reserve Fund Facility Provider.

Notwithstanding the foregoing, if the Reserve Fund
has been funded with cash or Permitted Investments and no event
of default shall have occurred and be continuing under this
Ordinance, the County may, at any time in its discretion,
substitute a Reserve Fund Facility meeting the requirements of
this Ordinance for the cash and Permitted Investments, and the
County may then withdraw such cash and Permitted Investments and
apply them to any lawful purpose, so long as (i) the same does
not adversely affect any rating by a Rating Agency then in
effect for the Outstanding Bonds and (ii) the County obtains an
opinion of Bond Counsel that such actions will not, in and of
themselves, adversely affect the exclusion from gross income of
interest on the Bonds (if other than Taxable Bonds) for federal
income tax purposes.

Cash on deposit in the Reserve Fund shall be used (or
investments purchased with such cash shall be liquidated and the
proceeds applied as required) prior to any drawing on any
Reserve Fund Facility. If and to the extent that more than one
Reserve Fund Facility is deposited in the Reserve Fund,
drawings thereunder and repayments of costs associated
therewith shall be made on a pro rata basis, calculated by
reference to the maximum amounts available thereunder.

Funds on deposit in the Reserve Fund may be used only
for the purpose of curing deficiencies in the Debt Service Fund.
If funds on deposit in the Reserve Fund exceed, in the
aggregate, the Reserve Requirement, such excess shall be paid
into the Debt Service Fund; provided, however, that excess funds
in the Reserve Fund attributable to the refunding of Bonds of a
Series may be applied in the manner provided in the proceedings
of the County with respect to such refunding. Any proceeds
received from a Reserve Fund Facility shall be applied
immediately to cure deficiencies in the Debt Service Fund and
for no other purpose.

Prior to the issuance of the Series 1996 Bonds, the
Board shall by resolution provide for the determination of the
Reserve Requirement.

(3) Then by payment to the County to be used for any
lawful purpose, including, without limitation, payments of the
Rebate Amount and the payment of Hedge Charges.

The County shall not be required to make any further
payments into the Debt Service Fund or the Reserve Fund when the
aggregate amount of moneys in the Debt Service Fund and Reserve
Fund are at least equal to the aggregate Bond Obligation of
Bonds issued pursuant to this Ordinance and then Outstanding,
plus the amount of interest then due or thereafter to become
due on said Bonds then Outstanding, plus the amount of Hedge
Obligations due or to become due, or if all Bonds then
Outstanding have otherwise been defeased pursuant to Article X
below.

Section 505. Security for Deposits. The funds and
accounts established by this Ordinance shall constitute trust
funds for all of the purposes provided in this Ordinance and
shall be continuously secured in the same manner as governmental
deposits are authorized to be secured by the laws of the State
of Florida.

Section 506. Redemption of Bonds from Amortization
Requirements. In each Bond Year moneys deposited in the Debt
Service Fund as Amortization Requirements shall be applied to
the retirement of Term Bonds of each Series as follows:

(1) First, if so elected by the Finance Director, the
County shall endeavor to purchase outstanding Term Bonds
redeemable from Amortization Requirements during such Bond Year,
and pro rata (based on the principal amount of the Amortization
Requirement due in such Bond Year for each such Series of Term
Bonds) among all such Bonds if more than one Series of such Term
Bonds are outstanding. The County shall purchase Bonds hereunder
only to the extent moneys are available therefor, at the most
advantageous price obtainable with reasonable diligence, but
that price cannot exceed the principal of such Term Bonds and
the redemption premium which would be applicable if the moneys
applied to such purchase were otherwise applied to the
redemption of Term Bonds under paragraph (2) below, and no such
purchase shall be made by the County within sixty-one (61) days
immediately preceding the date on which such Term Bonds are
subject to call for redemption.

(2) Then, to the extent such moneys were not used
under paragraph (1) above, the County shall call by lot for
redemption on the date on which Term Bonds of such Series are
subject to mandatory redemption from the Amortization
Requirement such amount of Term Bonds of such Series then
subject to redemption as will as nearly as may be practicable
exhaust the remainder of the Amortization Requirement of the
current Bond Year.

(3) The County shall pay from the Debt Service Fund
the principal of, the redemption premium, if any, and the
interest accrued on such Term Bonds to the date of delivery or
the date of redemption thereof.

If Term Bonds are purchased or redeemed pursuant to
this Section in excess of the Amortization Requirements for
such Bond Year, such excess principal amount of such Term Bonds
so purchased or redeemed shall be credited against subsequent
Amortization Requirements for Bonds in such Series in such Bond
Year or Years as the County may determine and as may be
reflected in the County's permanent accounting records. Such
election shall be included in the annual audited reports of
County referred to in Section 702 below.

ARTICLE VI

INVESTMENT OF MONEY IN FUNDS AND ACCOUNTS

Section 601. Revenue Fund and Debt Service Fund.
Funds in the Revenue Fund and Debt Service Fund may be invested
and reinvested in Permitted Investments, but all such
investments shall mature or be redeemable at not less than par
and not later than the dates on which the funds are required for
the purposes for which they were established. Such investments
shall mature no later than five (5) years from the date such
investments are made.

Section 602. Reserve Fund. (a) Funds in the Reserve
Fund may be invested and reinvested in Permitted Investments,
but all such investments must not mature later than the final
maturity of the applicable Series of Bonds.

(b) All income on investments of funds in the Reserve
Fund shall be retained therein until amounts on deposit in
the Reserve Fund equal the Reserve Requirement; thereafter, all
such income from Reserve Fund investments shall be deposited
into the Debt Service Fund. Section 603. Other Funds. All
income on investment of funds in any other fund established
hereby shall be retained in such fund and disposed of as
provided under the terms of this Ordinance.

ARTICLE VII

COVENANTS

Section 701. Books and Records. The County shall keep
separately identifiable financial books, records, accounts and
data concerning the collection of the Designated Revenues, and
any Bondholder shall have the right at all reasonable times to
inspect the same.

Section 702. Reports and Annual Audits. The County
shall, as soon as practicable after the end of each Fiscal Year,
cause the books, records, accounts and data relating to the
Pledged Funds for the then ended Fiscal Year to be properly
audited by an independent certified public accountant of
recognized standing.

Section 703. Enforcement of Collections. The County
will diligently enforce its right to receive the Designated
Revenues. The County will not repeal the ordinance or the County
Code provision now in effect levying the Public Service Tax,
will not amend or modify such ordinances or County Code
provisions or take any other action so as to impair or adversely
affect in any manner the pledge of the Pledged Funds made in
this Ordinance or the rights of the Bondholders under this
Ordinance. The County shall be unconditionally and irrevocably
obligated, so long as any of the Bonds are outstanding and
unpaid, to take all lawful action necessary or required to
continue to entitle the County to receive the Designated
Revenues in the same or greater amounts and at the same or
greater rates as now provided by law to pay the principal of and
interest on the Bonds and to make the other payments provided
for in this Ordinance, including, without limitation, levying at
collecting the Public Service Tax at a rate up to the maximum
rate permitted by law. This provision shall not be construed to
prevent revisions of the rates of the Public Service Tax as
long as the amount of Pledged Funds in each year will be at
least equal to 120% of the Maximum Annual Bond Service
Requirement for any ensuing Bond Year.

Section 704. County Depositories. All funds and
accounts created under this Ordinance shall be deposited and
maintained in one or more banks which are qualified to hold
public funds of the County as county depositories under the laws
of the State of Florida.

Section 705. Paying Agents. The County shall transfer
from the Debt Service Fund, or to the extent necessary and as
permitted by the terms of this Ordinance, from other funds and
accounts established in this Ordinance to the Paying Agents, an
amount sufficient to pay when due the principal of, interest on
and redemption premium, if any, with respect to the applicable
Bonds.

Section 706. Annual Budget. The Board shall cause to
be prepared, approved and enacted each year by ordinance, a
detailed Annual Budget pursuant to which it shall allocate, from
the Pledged Funds, an amount which is sufficient to pay the Bond
Service Requirement for the current Bond Year plus all other
amounts required to be paid by the County pursuant to this
Ordinance into the funds and accounts established hereunder, or
otherwise, for such Bond Year. The covenant and agreement on the
part of the County to budget and appropriate such amount shall
be cumulative and shall continue until all required payments
shall have been budgeted, appropriated, and actually paid into
the Debt Service Fund, the Reserve Fund and the Rebate Fund.
Copies of its Annual Budget shall be available for inspection at
the offices of the Finance Director, and shall be mailed to any
Bondholder requesting the same who shall pay the cost of
reproducing the budget and to any Bond Insurer, Counterparty,
Provider of a Reserve Fund Facility or provider of a Credit
Facility or Liquidity Facility who shall have filed a request
for the same with the County.

Section 707. Instrument to Constitute a Contract. In
consideration of the acceptance of the Bonds by those who shall
hold the same from time to time, this Ordinance shall be deemed
to be and shall constitute a contract between the County and the
Registered Owners of the Bonds. The covenants and agreements set
forth in this Ordinance to be performed by the County shall be
for the equal benefit, protection and security of the Registered
Owners of the Bonds, and each Bond shall be of equal rank with
all other Bonds, without preference, priority or distinction
over any other thereof, except as expressly provided in this
Ordinance.

ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES

Section 801. Events of Default. Each of the following
events is hereby declared an "Event of Default," that is to say
if:

(a) Payment of principal of any Bond shall not be
made by the County when the same shall become due and payable,
either at maturity (whether by acceleration or otherwise) or on
required payment dates by proceedings for redemption or
otherwise; or

(b) Payment of any installment of interest shall not
be made by the County when the same shall become due and
payable; or

(c) The County shall fail to cause any Bond to be
purchased at the time required by the ordinance or resolution
pursuant to which such Bond was issued; or

(d) The County shall for any reason be rendered
incapable of fulfilling its obligations hereunder to the extent
that the payment of or security for the Bonds would be
materially adversely affected, and such conditions shall
continue unremedied for a period of thirty (30) days after the
County becomes aware of such conditions; or

(e) Any proceedings shall be instituted, with the
consent or acquiescence of the County, for the purpose of
effecting a composition between the County and its creditors or
for the purpose of adjusting the claims of such creditors,
pursuant to any federal or state statutes now or hereafter
enacted, if the claims of such creditors are under any
circumstances payable from the Designated Revenues; or

(f ) The County shall default in the due and punctual
performance of any other of the covenants, conditions,
agreements and provisions contained in the Bonds or in this
Ordinance on the part of the County to be performed, and such
default shall continue for thirty (30) days after written notice
specifying such default and requiring the same to be remedied
shall have been given to the County by the registered owners
of not less than ten percent (10%) of the Bond Obligation; or

(g) The County shall default on any payments which
are due under any agreement related to a Bond Insurance Policy,
Reserve Fund Facility, Credit Facility or Liquidity Facility and
the Bond Insurer or provider thereof shall notify the Finance
Director in writing that it elects to treat such default as an
Event of Default.

Notwithstanding the foregoing, with respect to the
events described in clause (f), the County shall not be deemed
in default hereunder if such default can be cured within a
reasonable period of time and if the County in good faith
institutes appropriate curative action and diligently pursues
such action until the default has been corrected.

Section 802. Notice of Default. If any Event of
Default shall occur, the Finance Director shall give, or cause
to be given, within thirty (30) days after the Finance Director
has knowledge of the Event of Default, unless such Event of
Default shall have been cured, written notice of the Event of
Default, by first class mail to the Registered Owners of all
Bonds and to each Counterparty, Bond Insurer, Provider of a
Reserve Fund Facility and provider of a Credit Facility or
Liquidity Facility.

Section 803. Remedies. Any trustee or any Registered
Owner of Bonds issued under the provisions hereof acting for
the Registered Owners of all Bonds may by suit, action, mandamus
or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights, including the right to
the appointment of a receiver, existing under the laws of the
State of Florida, or granted and contained in this Ordinance,
and may enforce and compel the performance of all duties in this
Ordinance required or by any applicable statutes to be performed
by the County or by any officer thereof. Nothing in this
Ordinance, however, shall be construed to grant to any
Registered Owner of Bonds any lien on any property of or within
the corporate boundaries of the County. No Registered Owner of
Bonds shall have any right in-any manner whatever to affect,
disturb or prejudice the security of this Ordinance or to
enforce any right under this Ordinance except in the manner
provided in this Ordinance, and al proceedings at law or in
equity shall be instituted and maintained for the benefit of all
Registered Owners of Bonds.

Nothing in this Ordinance shall be construed to
preclude any Counterparty from exercising any and all rights and
remedies, including the right to the appointment of a receiver,
available to it under the laws of the State of Florida as a
pledgee to enforce the obligations of the County under an
applicable Hedge Agreement.

If any payments are made by a Bond Insurer, the
provider of a Credit Facility or provider of a Liquidity
Facility with respect to Bonds which have not been defeased in
accordance with the provisions of Article X of this Ordinance,
the lien upon and pledge of the money on deposit from time to
time in the funds and accounts created and established in this
Ordinance and all covenants and other obligations of the Issuer
to the Registered Owners of such Bonds shall continue to exist
and the provider of the Credit Facility or provider of the
Liquidity Facility shall be subrogated to the rights of the
Registered Owners of such Bonds with respect to the payments
paid, insured or secured by such Bond Insurer, provider of such
Credit Facility or provider of such Liquidity Facility.

Section 804. Pro Rata Application of Funds. Anything
in this Ordinance to the contrary notwithstanding, if at any
time the available moneys in the Debt Service Fund shall not be
sufficient to pay the principal of or the interest on the Bonds
and Hedge Obligations as the same become due and payable, such
moneys together with any moneys then available or thereafter
becoming available for such purpose, whether through the
exercise of the remedies provided for in this Article or
otherwise, shall be applied as follows:

First: to the payment of the persons entitled thereto
of all installments of interest then due and payable on the
Bonds and all Hedge Obligations (other than termination
payments), in the order in which such amounts become due and
payable, and, if the amount available shall not be sufficient to
make payment in full, then to the payment ratably, according to
the amounts due, to the persons entitled thereto, without any
discrimination or preference except as to any difference in the
respective rates of interest specified in the Bonds or
applicable Hedge Agreement;

Second: to the payment of the persons entitled
thereto of the unpaid principal of any of the Bonds and Hedge
Obligations which are termination payments that have become due
(other than Bonds called for redemption for the payment of which
sufficient moneys are held pursuant to the provisions of this
Ordinance), in the order of their due dates, and, if the amount
available shall not be sufficient to pay in full the principal
of Bonds due on any particular date and then to the payment of
such principal, ratably according to the amount of such
principal due on such date, to the persons entitled thereto
without any discrimination or preference except as to any
difference in the respective rates of interest specified in
the Bonds; and

Third: to the payment of the interest on and the
principal of the Bonds, and Hedge Obligations and to the
purchase and retirement of Bonds and to the redemption of Bonds,
all in accordance with the provisions of Article V of this
Ordinance.

For purposes of the foregoing provisions of this
Section, if any principal or interest on any particular Bonds
is paid with funds advanced under any Bond Insurance Policy,
Credit Facility or Liquidity Facility, the Bond Insurer or
provider of such Credit Facility or Liquidity Facility shall
become subrogated to the Registered Owners' right to payment
from the County of such principal or interest and shall be
entitled to receive payment from the County under the foregoing
provisions.

Whenever moneys are to be applied by the County
pursuant to the provisions of this Section, such moneys shall be
applied by the County at such times, and from time to time, as
the Finance Director in his sole discretion shall determine,
having due regard to the amount of such moneys available for
application and the likelihood of additional moneys becoming
available for such application in the future; the deposit of
such moneys with the Paying Agents, or otherwise setting aside
such moneys, in trust for the proper purpose, shall constitute
proper application by the County; and the County shall incur no
liability whatsoever to any Bondholder or to any other person
for any delay in applying any such funds, so long as the County
acts with reasonable diligence, having due regard to the
circumstances, and ultimately applies the same in accordance
with such provisions of this Ordinance as may be applicable at
the time of application. Whenever the Finance Director shall
exercise such discretion in applying such funds, he or she shall
fix the date upon which such application is to be made and upon
such date interest on the amounts of principal to be paid on
such date shall cease to accrue. The Finance Director shall give
such notice as he may deem appropriate of the fixing of any such
date, and shall not be required to make payment to the
Registered Owner of any Bond until such Bond shall be
surrendered to him for appropriate endorsement.

The pro-rata application of moneys pursuant to this
Section shall be adjusted with respect to Variable Rate Bonds
and any Bonds bearing interest payable other than semiannually
so as to ensure that each person entitled to receive payment
shall receive as nearly as practicable the same proportion of
the total amount due to such person, taking into account any
interest paid since the preceding semiannual interest payment
date.

Section 805. Effect of Discontinuance of Proceedings.
In case any proceeding taken by any Bondholder or Bond Insurer,
Provider of any Credit Facility or provider of any Reserve Fund
Facility or Liquidity Facility on account of any default shall
have been discontinued or abandoned for any reason, then and in
every such case the County and the Bondholder, Bond Insurer,
Provider of the Reserve Fund Facility or provider of the Credit
Facility or Liquidity Facility shall be restored to their former
position and rights hereunder, respectively, and all rights and
remedies of the Bondholders and Bond Insurers and Providers of
Reserve Fund Facilities or providers of Credit Facilities or
Liquidity Facilities shall continue as though no such proceeding
had been taken.

Section 806. Restriction on Individual Bondholder
Actions. No Holder of any of the Bonds hereby secured nor any
Counterparty shall have any right in any manner whatever by his
or their action to affect, disturb or prejudice the security of
this Ordinance or to enforce any right hereunder except in the
manner provided in this Ordinance, and all proceedings at law or
in equity shall be instituted, had and maintained for the
benefit of all Registered Owners of such Bonds, all
Counterparties and all Providers of Reserve Fund Facilities and
all providers of Credit Facilities and Liquidity Facilities, as
their respective interests may appear.

Nothing in this Ordinance shall be construed to
preclude any Counterparty from exercising any and all rights and
remedies, including the right to the appointment of a receiver,
available to it under the laws of the State of Florida as a
pledgee to enforce the obligations of the County under the
applicable Hedge Agreement.

Section 807. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right of any
Registered Owners of a Bond to enforce the payment of the
principal of and interest on his/her Bond, or the obligation of
the County to pay the principal of and interest on each Bond to
the Registered Owners thereof at the time and place stated in
said Bond or the right of any Counterparty to enforce payment of
amounts due under a Hedge Agreement or the obligation of the
County to make such payments in accordance with such Hedge
Agreement.

ARTICLE IX

SUPPLEMENTAL ORDINANCES

Section 901. Supplemental Ordinance Without
Bondholders' Consent. The Board, from time to time and at any
time may enact such supplemental ordinances which are compatible
with the terms and provisions of this Ordinance, in order to:


(a)cure any ambiguity or formal defect or omission or
to correct any inconsistent provisions in this Ordinance or in
any supplemental ordinance, or

(b)grant to or confer upon the Bondholders any
additional rights, remedies, powers, authority or security that
may lawfully be granted to or conferred upon the Bondholders,
or

(c)add to the conditions, limitations and
restrictions on the issuance of Bonds or the entering of Hedge
Agreements under the provisions of this Ordinance other
conditions, limitations and restrictions thereafter to be
observed, or

(d)add to the covenants and agreements of the County
in this Ordinance other covenants and agreements thereafter to
be observed by the County or to surrender any right or power in
this Ordinance reserved to or conferred upon the County, or

(e)to make other changes or modifications to the
provisions of this Ordinance which are not adverse to the
interests of the Bondholders, any Counterparty or any Bond
Insurer or Provider of a Reserve Fund Facility or provider of a
Credit Facility or Liquidity Facility; or

(f)to make any changes required by a Bond Insurer,
Provider of a Reserve Fund Facility or provider of a Credit
Facility or Liquidity Facility in order for it to issue its Bond
Insurance Policy, Reserve Fund Facility, Credit Facility or
Liquidity Facility with respect to a particular Series of Bonds,
so long as the same does not materially adversely affect the
rights of the Registered Owners of any other Series of Bonds
Outstanding or any other Bond Insurer or Provider of a
Reserve Fund Facility or provider of a Credit Facility or
Liquidity Facility.

Section 902. Supplemental Ordinance With Bondholders'
Consent. Subject to the terms and provisions contained in this
Section, and not otherwise, the Holders of not less than
two-thirds (2/3) in aggregate principal amount of the Bonds then
outstanding shall have the right, from time to time, anything
contained in this Ordinance to the contrary notwithstanding, to
consent to and approve the enactment of such supplemental
ordinance or ordinances as shall be deemed necessary or
desirable by the County for the purpose of modifying, altering,
amending, adding to or rescinding, in anY particular, any of the
terms or provisions contained in this Ordinance or in any
supplemental ordinance; provided, however, that nothing in this
Section shall permit, or be construed as permitting, (a) an
extension of the maturity of the principal of or the interest on
any Bonds, or (b) a reduction in the principal amount of, or the
redemption premium or the rate of interest on, any Bonds, or (c)
the creation of a lien upon or a pledge of the Pledged Funds
other than a lien and pledge created by this Ordinance, or (d) a
preference or priority of any Bond or Bonds over any other Bond
or Bonds, or (e) a reduction in the aggregate principal amount
of the Bonds required for consent to such supplemental
ordinance. Nothing in this Section, however, shall be construed
as making necessary the approval by Bondholders of the enactment
of any supplemental ordinance as authorized in Section 901.


If the Registered Owners (and Bond Insurers or
providers of Credit Facilities who are entitled to act in lieu
of Registered Owners) of not less than two-thirds (2/3) of the
Bond Obligation at the time of the enactment of such
supplemental ordinance shall have consented to and approved its
enactment, no Registered Owner of any Bond, Bond Insurer,
Provider of any Credit Facility or provider of any Liquidity
Facility or Reserve Fund Facility shall have any right to object
to the adoption of such supplemental ordinance, or to object to
any of its terms and provisions, or in any manner to question
the propriety of its enactment, or to enjoin or restrain the
Board from enacting the same or from taking any action pursuant
to its provisions. Upon the enactment of any supplemental
ordinance pursuant to the provisions of this Section, this
Ordinance shall be modified and amended in accordance with such
supplemental ordinance, and the respective rights, duties and
obligations under this Ordinance of the County and all
Registered Owners of Bonds then outstanding shall thereafter be
determined, exercised and enforced in all respects under the
provisions of this Ordinance as so modified and amended.

Section 903. Rights of Bond Insurers and Credit
Facility Providers. In the event that a Bond Insurance Policy
or Credit Facility is in full force and effect as to a Series of
Bonds and the Bond Insurer or provider of the Credit Facility is
not insolvent and no default under the Bond Insurance Policy or
Credit Facility exists on the part of the Bond Insurer or
provider of the Credit Facility, as the case may be, then the
Bond Insurer or provider of the Credit Facility, in place of
the Registered Owners of that Series of Bonds, shall have the
power and authority to give any consents and exercise any and
all other rights which the Registered Owners of that Series
would otherwise have the power and authority to make, give or
exercise, including, but not limited to, the exercise of
remedies provided in Article VIII, and the giving of consents to
supplemental ordinances when required by Section 902, and such
consent shall be deemed to constitute the consent of the
Registered Owners of all of those Bonds which are secured by
such Bond Insurance Policy or Credit Facility.

Section 904. Supplemental Ordinances Part of
Ordinance. Any supplemental ordinance enacted in accordance
with the provisions of this Article and approved as to legality
by the County Attorney shall thereafter form a part of this
Ordinance, and all of the terms and conditions contained in any
such supplemental ordinance shall be part of the terms and
conditions of this Ordinance for any and all purposes. Express
reference to any supplemental ordinance may be made in the text
of any Bonds issued after its enactment, if deemed necessary or
desirable by the County.

Section 905. Notice of Supplemental Ordinances. The
County shall give to the Rating Agencies advance notice of the
proposed enactment of any supplemental ordinance, which notice
shall include the substantial form of such supplemental
ordinance.

ARTICLE X

DEFEASANCE

Section 1001. Defeasance. If, at any time, the County
shall have paid or shall have made provision for the payment of
the principal, interest and redemption premiums, if any, with
respect to the Bonds or any Series or maturity or portion of a
maturity of Bonds, and the related fees and charges, then, in
that event, the pledge of and lien on the Pledged Funds in favor
of the Bondholders of such Bonds, or Series or maturity or
portion of maturity of Bonds and all other liens created hereby
in favor of such Bondholders, shall no longer be in effect with
respect to such Bonds or Series or maturity or portion of
maturity of such Bonds. For purposes of the preceding sentence,
the deposit of cash, Governmental Obligations or bank
certificates of deposit fully secured as to principal and
interest by Governmental Obligations (or deposit of any other
securities or investments which may be authorized by law from
time to time and sufficient under such law to effect such
a defeasance) in irrevocable trust with a banking institution or
trust company, for the sole benefit of the Bondholders, in an
aggregate principal amount which, together with interest to
accrue thereon, will be sufficient to make timely payment of the
principal, interest, and redemption premiums, if any, on said
Bonds, and the paying agent fees and expenses with respect
thereto, shall be considered "provision for payment;"
notwithstanding the foregoing, "provision for payment" shall
not be deemed to have been made if such Bonds are to be
redeemed before their maturity, unless notice of such redemption
shall have been given according to the requirements of this
Ordinance or irrevocable instructions directing the timely
publication of such notice and directing the payment of the
principal of and interest on all Bonds at such redemption
dates shall have been given to the Paying Agent. Nothing in this
paragraph shall be deemed to require the County to call any
of the Outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the County in determining whether to
exercise any such option for early redemption. If such
conditions have been satisfied with respect to all Bonds issued
hereunder and then Outstanding, all moneys held in any fund
or account created hereby that are in excess of the amounts
required to pay or make provision for payment of the
principal of, redemption premium, if any, and interest on
said Bonds may be withdrawn and used by the County for any
lawful purpose.

When all amounts due under any Hedge Agreement and
any Credit Facility or Liquidity Facility shall have been paid
or provided for (in the manner permitted under such Hedge
Agreement or Credit Facility or Liquidity Facility), then and
only in that case the right, title and interest of the
Counterparty or the provider of such Credit Facility or
Liquidity Facility in this Ordinance shall thereupon cease,
determine and become void.

For purposes of this Article X, the amount of
interest to accrue on Variable Rate Bonds to maturity or
redemption shall be determined by assuming interest on such
Bonds will accrue at the maximum rate of interest such Variable
Rate Bonds may bear pursuant to the ordinance or resolution
authorizing their issuance, or the maximum rate permitted by law
if such authorizing ordinance or resolution provides no maximum
rate of interest.

Notwithstanding any other provision of this
Ordinance, including in particular this Article X, the
obligation to pay over the Rebate Amount to the United States of
America and to comply with all other covenants or agreements by
the County established by subsequent resolution to preserve the
exclusion from gross income for federal income tax purposes of
interest on the Bonds (other than Taxable Bonds) shall survive
the defeasance or payment in full of such Bonds.

ARTICLE XI

MISCELLANEOUS

Section 1101. Severability. If any one or more of the
covenants, agreements or provisions of this Ordinance should be
held contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions
shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions of this Ordinance
or of the Series 1996 Bonds issued hereunder.

Section 1102. Inconsistent Ordinances. All ordinances
and parts of such ordinances which are inconsistent with any of
the provisions of this Ordinance are hereby declared to be
inapplicable to the provisions of this Ordinance.

Section 1103. Further Acts. The officers and agents
of the County are hereby authorized and directed to do all acts
and things required of them by the Bonds and this Ordinance, for
the full, punctual and complete performance of all of the terms,
covenants, provisions and agreements contained in the Bonds and
this Ordinance.

Section 1104. Headings Not Part of Ordinance. Any
headings preceding the texts of the several Articles and
Sections hereof and any table of contents, marginal notes or
footnotes appended to copies of this Ordinance shall be solely
for convenience of reference, and shall not constitute a part
of this Ordinance, nor shall they affect its meaning,
construction or effect.

Section 1105. No Third Party Beneficiaries. Nothing
in this Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person, firm or corporation, other
than the County, a Bond Insurer, a Counterparty, a Provider of a
Reserve Fund Facility, a provider of a Credit Facility or
Liquidity Facility and the Registered Owners of the Bonds issued
under and secured by this Ordinance, any right, remedy or claim,
legal or equitable, under or by reason of this Ordinance or any
of its provisions, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of
the County, such Counterparties, Bond Insurers or providers and
the Registered Owners from time to time of the Bonds issued
hereunder.

Section 1106. Application of Florida Law. The Bonds
are issued and this Ordinance is enacted with the intent that
the laws of the State of Florida shall govern their
construction.

ARTICLE XII

EFFECTIVE DATE

Section 1201. Effective Date. This Ordinance shall be
effective ten days after its enactment.





- PASSED AND ENACTED ON this 2nd day of July,
1996.

HEADER

TO: Hon. Chairperson and Members DATE:
July 2, 1996

Board of County Commissioners



SUBJECT: Ordinance Authorizing

FROM: Armando Vidal, P.E.
Issuance of Public Service
County Manager Tax
Revenue Refunding Bonds

STAFF RECOMMENDATION

It is recommended that the Board enact the
accompanying Ordinance authorizing the issuance, in one or more
series, of Public Service Tax Revenue Refunding Bonds, Series
1996 (the "Series 1996 Bonds") in an aggregate principal
amount of not to exceed $70,000,000. This Ordinance further
provides for the establishment of terms, maturities, interest
rates, issuance of Additional Bonds and Refunding Bonds
(collectively, the "Bonds") and other details of the Bonds by
subsequent resolutions.

The proceeds from the Series 1996 Bonds will be used
to: (i) refund the currently outstanding Dade County, Florida
Special Obligation and Refunding Bonds, Series 1986 (the "Series
1986 Bonds"); (ii) provide for a Reserve Fund; and (iii) pay
for the cost of issuing the Series 1996 Bonds, including the
cost of credit enhancement, if applicable and necessary.

MANAGER'S BACKGROUND

On July 19, 1983, the Board enacted Ordinance No.
83-67 pursuant to which, the County issued the Dade County,
Florida Special Obligation and Refunding Bonds, Series 1983A
(the "Series 1983 Bonds") to finance certain capital projects
and to refund other obligations of the County.

On December 2, 1986, the Board enacted Ordinance No.
86-94, pursuant to which, the County issued the Series 1986
Bonds to refund the Series 1983 Bonds.

It was determined that in order to achieve debt
service savings and modernize the provisions by which the
County can issue Public Service Tax revenue bonds in the future,
the Series 1986 Bonds would have to be refunded. This
Ordinance provides for the issuance of not to exceed $70,000,000
Series 1996 Bonds for the purpose of refunding the Series
1986 Bonds, funding a Reserve Fund and paying the costs
associated with the issuance of the Series 1996 Bonds.

Additionally, the accompanying Ordinance provides for
the establishment of terms, maturities, interest rates and
other details of the Bonds by submission of subsequent
resolutions to the Board.

The Finance & Trust Funds Committee, at its meeting
of January 24, 1996, considered this refunding transaction
and approved submission to the Board.

The Series 1996 Bonds, or any Bonds issued pursuant
to this Ordinance, will not constitute an indebtedness,
direct obligation or pledge of the full faith and credit of Dade
County, but will be payable solely from the levy of the
Public Service Tax by the County.