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RESOLUTION AUTHORIZING ISSUANCE OF NOT EXCEEDING $70,000,000 OF DADE COUNTY, FLORIDA PUBLIC SERVICE TAX REVENUE REFUNDING BONDS, SERIES 1996 FOR PURPOSES OF REFUNDING OUTSTANDING DADE COUNTY, FLORIDA SPECIAL OBLIGATION AND REFUNDING BONDS, SERIES 1986, PROVIDING FOR FUNDING RESERVE FUND AND PAYING COSTS OF ISSUANCE; AUTHORIZING PUBLIC SALE OF BONDS BY COMPETITIVE BID; PROVIDING FOR DETERMINATION OF PRINCIPAL AMOUNT, DATE, MATURITIES, AMORTIZATION REQUIREMENT, REDEMPTION PROVISIONS, IF ANY, AND INTEREST RATES; APPROVING FORM AND DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT AND APPROVING DELIVERY AND DISTRIBUTION OF OFFICIAL STATEMENT, APPROVING FORM AND DISTRIBUTION OF OFFICIAL NOTICE OF SALE AND OFFICIAL BID FORM AND APPROVING FORM AND EXECUTION OF BOND; DELEGATING TO COUNTY MANAGER AUTHORITY TO DETERMINE BID DATE AND TO ACCEPT BID WITH LOWEST TRUE INTEREST COST DETERMINED IN ACCORDANCE WITH OFFICIAL NOTICE OF SALE, TO CONSUMMATE SALE TO LOWEST BIDDER AND TO APPOINT PAYING AGENT, AUTHENTICATING AGENT, BOND REGISTRAR, ESCROW AGENT AND
VERIFICATION AGENT; PROVIDING FOR BOOK-ENTRY SYSTEM; APPROVING FORM AND AUTHORIZING EXECUTION AND DELIVERY OF ESCROW DEPOSIT AGREEMENT AND CERTAIN OTHER DOCUMENTS IN CONNECTION WITH ISSUANCE OF SAID BONDS; PROVIDING FOR CONTINUING DISCLOSURE; AUTHORIZING COUNTY MANAGER TO NEGOTIATE FOR BOND INSURANCE POLICY AND RESERVE FUND FACILITY, IF NECESSARY; AUTHORIZING COUNTY MANAGER TO NEGOTIATE AND EXECUTE ESCROW REINVESTMENT AGREEMENTS; AUTHORIZING COUNTY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH ISSUANCE, SALE, EXECUTION AND DELIVERY OF SAID BONDS; AND PROVIDING FOR SEVERABILITY.

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WHEREAS, Dade County, Florida (the "County") has previously issued its Dade County, Florida Special Obligation and Refunding Bonds, Series 1986, presently outstanding in the principal amount of $60,330,000 (the "Series 1986 Bonds"), which refunded previous obligations of the County; and

WHEREAS, on July 2, 1996, the Board of County Commissioners of Dade County (the "Board") enacted Ordinance No. 96-108

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TO: Hon. Chairperson and Members DATE: July 16, 1996
Board of County Commissioners
SUBJECT: Resolution Authorizing Public
FROM: Armando Vidal, P.E. Service Tax Revenue Refunding
County Manager Bonds Series 1996

STAFF RECOMMENDATION
It is recommended that the Board adopt the accompanying resolution (the "Series 1996 Resolution") authorizing the issuance, in one or more series, of Public Service Tax Revenue Refunding Bonds, Series 1996 in an aggregate principal of not to exceed $70,000,000 to: (i) refund the outstanding Dade County, Florida Special Obligation and Refunding Bonds Series 1986 (the "Series 1986 Bonds"); (ii) provide for a Reserve Fund, if necessary; and (iii) pay the costs associated with the issuance of the Series 1996 Bonds, including the cost of credit enhancement, if necessary.

This Series 1996 Resolution additionally: (i) provides for the competitive sale of the Series 1996 Bonds; (ii) authorizes the County Manager to receive bids and accept bid with lowest true interest cost determined in accordance with the Official Notice of Sale; (iii) approves the use, execution and delivery of various bond related documents substantially in the forms on file at the Clerk's Office, as exhibits to this Series 1996 Resolution; and (iv) authorizes officers of the County to take all necessary action in connection with the issuance of the Series 1996 Bonds.

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. Pursuant to Ordinance No. 83-67, as supplement and amended, including, without limitation, by Ordinance No. 86-94, enacted by the Board on December 2, 1986, (collectively, the "Ordinance No. 83-67"), the County issued the Dade County, Florida Special Obligation and Refunding Bonds, Series 1986 (the "Series 1986 Bonds") to refund the Series 1983 Bonds. 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. On July 2, 1996, the Board enacted an ordinance authorizing the issuance of the Series 1996 Bonds.

The refunding of the Series 1986 Bonds will produce a significant debt service savings to the County.

The Series 1996 Resolution provides for numerous related authorizations and approvals required, including:

* approving form, execution and delivery of the Series 1996 Bonds in substantially the form
attached to this Resolution;

* authorizing the County Manager to accept the bid, incorporated in the Official Bid Form,
providing the lowest true interest cost to the County, which bid will not exceed 6% true interest
cost for the Series 1996 Bonds, in accordance to the Official Notice of Sale, both documents in
substantially the forms on file with the Clerk's Office as Exhibit "A" and Exhibit "B,"
respectively, to this Series 1996 Resolution;

* approving the form and execution by the County Manager of an Escrow Deposit Agreement
with respect to the Series 1986 Bonds in substantially the form on file with the Clerk's Office as
Exhibit D to the Series 1996 Resolution;

* authorizing the selection and appointment by the County Manager of a Paying Agent, Registrar,
Escrow Agent, Verification Agent and Authenticating Agent for the Series 1996 Bonds;

* approving the form and distribution of a Preliminary Official Statement in substantially the form
on file with the Clerk's Office as Exhibit "E" to the Series 1996 Resolution;

* allowing for the distribution of a final Official Statement in connection with the sale of the
Series 1996 Bonds;

* providing for Continuing Disclosure Commitment in the Series 1996 Resolution, as required
under the provisions of Rule 15c2-12, as amended, of the Securities and Exchange Commission;
and

* providing for the use a book-entry only system of registration for the Series 1996 Bonds;

* authorizing the appropriate officials of the County to take all necessary actions in connection
with the issuance of the Series 1996 Bonds and the Closing of this transaction.

The Finance & Trust Funds Committee, at its meeting of July 10, 1996, approved the submission
of the Series 1996 Resolution to the Board for its consideration.