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HomeMy WebLinkAboutExhibit 2 - Tax Compliance CertificateTAX COMPLIANCE CERTIFICATE OF ISSUER Pertaining to S70,645,000 City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A Dated as of July 21, 2011 The City of Miami, Florida ("Issuer"), by its(-fficer signing this Certificate, certifies, represents and covenants as follows with respect to the caktpned bonds ("Issue") being issued pursuant to Resolution No. R-11-0228, adopted May 26, 2011 ,("Resolution"). All statements in this Certificate are of facts or, as to events to occur in the future, reasonable expectations. I. DEFINITIONS 1.10 Attachment A. The definitions and cross references set forth in Attachment A apply to this Certificate and its Attachments. All capitalized terms relating to a particular issue, such as Sale Proceeds, relate to the Issue, unless indicated otherwise. (For example, "Sale Proceeds" refers to Sale Proceeds of the Issue, unless indicated otherwise.) 1.20 Special Definitions. In addition, the following definitions apply to this Certificate and its Attachments: "1987 Prior Issue" means the Issuer's Loan (as defined in the below referenced 1987 Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("1987 Loan Agreement") between the Issuer and Sunshine State, dated September 30, 1987, in the original principal amount of $20,800,000 and currently outstanding in the amount of $4,349,000 to finance various governmental improvements. "1988A Prior Issue" means the Issuer's Loan (as defined in the below referenced 1988A Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("1988A Loan Agreement") between the Issuer and Sunshine State, dated January 27, 1988, in the original principal amount of $150,000 and currently outstanding in the amount of $32,000 to finance various governmental improvements. "1988B Prior Issue" means the Issuer's Loan (as defined in the below referenced 1988B Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("1988B Loan. Agreement") between the Issuer and Sunshine State, dated May 31, 1988, in the original principal amount of $6,680,900 and currently outstanding in the amount of $1,470,500 to finance various governmental improvements. Miami Sp. Obs 2011 TCC Cinti#89584.1 "1995 Prior Issue" means the Issuer's Loan (as defined in the below referenced 1995 Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("1995 Loan Agreement") between the Issuer and Sunshine State, dated June 30, 1995, in the original principal amount of $3,500,000 and currently outstanding in the amount of $920,000 to finance various governmental improvements. "2007 Prior Issue" means the Issuer's Loan (as defined in the below referenced 2007 Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("2007 Loan Agreement") between the Issuer and Sunshine State, dated October 3, 2007, in the original principal amount of $6,600,000 and currently outstanding in the amount of $6,600,000 to finance various governmental improvements. "2008 Prior Issue" means the Issuer's Loan (as defined in the below referenced 2008 Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("2008 Loan Agreement") between the Issuer and Sunshine State, dated August 14, 2008, in the original principal amount of $42,500,000 and currently outstanding in the amount of $42,500,000 to finance various governmental improvements. "2009 Prior Issue" means the Issuer's Loan (as defined in the below referenced 2009 Loan Agreement) from Sunshine State pursuant to a Loan Agreement ("2009 Loan Agreement") between the Issuer and Sunshine State, dated March 25, 2009, in the original principal amount of $20,000,000 and currently outstanding in the amount of $12,700,000 to finance various governmental improvements, "1987 Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 1987 Loan Agreement. "1988A Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 1988A Loan Agreement. "1988B Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 1988B Loan Agreement. "1995 Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 1995 Loan Agreement. "2007 Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 2007 Loan Agreement. "2008 Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 2008 Loan Agreement. "2009 Prior Issue Project" means the Capital Expenditures that were financed with the Proceeds of the 1987 Prior Issue as set forth in the 2009 Loan Agreement. "Bond Fund" means the Issuer's Special Obligation Non -Ad Valorem Revenue Refunding Bonds Sinking Fund, including the Interest Account, Principal Account, and Bond Miami Sp. Obs 2011 TCC Cinti#89584.1 -2- Redemption Account (each as defined in the Resolution) therein, created pursuant to the Resolution that is properly allocable to the Issue. "Bond Insurance" means the Bond Insurance Policy (as defined in the Resolution) provided by the Bond Insurer. "Bond Insurer" means the Provider (as defined in the Resolution) of the Bond Insurance, Assured Guaranty Municipal Corp. "Cost of Issuance Fund" means the Issuer's Special Obligation Non -Ad Valorem Revenue Refunding Bonds Series 2011A Cost of Issuance Account created pursuant to the Resolution that is properly allocable to the Issue. "Instructions" means the Rebate Instructions attached hereto as Attachment A- 1. "Original Issue" means, collectively, the Issuer's 1987 Prior Issue, 1988A Prior Issue, 1988B Prior Issue, 1995 Prior Issue, 2007 Prior Issue, 2008 Prior Issue and 2009 Prior Issue. "Original Issue Project" means, collectively, the 1987 Prior Issue Project, the 1988A Prior Issue Project, the 1988B Prior Issue Project, the 1995 Prior Issue Project, the 2007 Prior Issue Project, the 2008 Prior Issue Project and the 2009 Prior Issue Project. "Reserve Fund" means the Debt Service Reserve Account within the Bond Fund created pursuant to the Resolution that is properly allocable to the Issue. "Sunshine State" means the Sunshine State Governmental Financing Commission. "Surety Bond" means the Reserve Account Insurance Policy (as defined in the Resolution) provided by the Bond Insurer. "Underwriter" means, collectively, RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Keegan & Company, Inc., and Raymond James & Associates, Inc. Reference to a Section means a section of the Code. Reference by number only (for example, "2.10") means that numbered paragraph of this Certificate. Reference to an Attachment means an attachment to this Certificate. II. ISSUE DATA 2.10 Issuer. The Issuer is a Governmental Unit. 2.20 Purpose of Issue. The Issue is being issued to provide funds to (A) currently refund the Original Issue, (B) fund the Reserve Fund, (C) pay the premium for the Bond Insurance, (D) pay the premium for the Surety Bond, and (E) pay Issuance Costs. Miami Sp. Obs 2011 TCC Cinti#89584.I -3- 2.30 Dates. The Sale Date is July 13, 201, and the Issuance Date is July 21, 2011. The final maturity date of the Issue is February 1, 2031. as follows: 2.40 Issue Price. The Issue Price is set forth in Attachment B and is computed Par amount Net original issue premium or (discount) Pre -Issuance Accrued Interest $70,645,000.00 1,712,325.10 0.00 Issue Price $72,357,325.10 2.50 Sale Proceeds, Net Proceeds and Net Sale Proceeds. The Sale Proceeds, Net Proceeds and Net Sale Proceeds are as follows: Issue Price Pre -Issuance Accrued Interest Sale Proceeds Deposit to Reserve Fund Net Proceeds Minor Portion Net Sale Proceeds $72,357,325.10 ( 0.00) $72,357,325.10 ( 1,750,975.00) $70,606,350.10 ( 100,000.00) $70,506,350.10 2.60 Disposition of Sale Proceeds and Pre -Issuance Accrued Interest. Pre - Issuance Accrued Interest will be deposited in the Bond Fund. The Sale Proceeds will be applied as follows: To retire the Original Issue Deposit to the Reserve Fund To pay the Bond Insurance premium To pay the Surety Bond premium To pay Underwriter's discount To pay other Issuance Costs $68,571,500.00 1,750,975.00 1,121,038.18 61,284.13 402,234.57 450,293.22 Total Sale Proceeds $72,357,325.10 2.70 Higher Yielding Investments. Gross Proceeds will not be invested in Higher Yielding Investments except for (A) those Gross Proceeds identified in 3.10, 3.20, and 3.30, but only during the applicable Temporary Periods there described for those Gross Proceeds, (B) those Gross Proceeds on deposit in the Reserve Fund to the extent set forth in 3.10(D), and (C) the Minor Portion to the extent provided in 3.80. Miami Sp. Obs 2011 TCC Cinti#89584.1 -4- 2.80 Single Issue. All of the obligations of the Issue were sold on the Sale Date pursuant to the same plan of financing and are expected to be paid from substantially the same source of funds. Whether obligations are expected to be paid from substantially the same source of funds is determined without regard to guarantees from a person who is not a Related Party to the Issuer. Accordingly, all of the obligations of the Issue constitute a single "issue" for federal income tax purposes. No obligations, other than those comprising the Issue, have been or will be sold less than 15 days before or after the Sale Date that are expected to be paid from substantially the same source of funds as the Issue. Accordingly, no obligations other than those comprising the Issue are a part of a single issue with the Issue. III. ARBITRAGE (NONREBATE) MATTERS 3.10 Use of Sale Proceeds and Pre -Issuance Accrued Interest; Temporary Periods; Transferred Proceeds. (A) Pre -Issuance Accrued Interest. There is no Pre -Issuance Accrued Interest. (B) Underwriter's Discount, Issuance Costs and Bond Insurance. Sale Proceeds in the amount of $402,234.57 will be retained by the Underwriter from the Issue Price otherwise paid to the Issuer to purchase the Issue as compensation for its services in marketing the Issue to the public. Sale Proceeds in the amount of $450,293.22 will be used to pay other Issuance Costs within 13 months from the Issuance Date, such period being the Temporary Period for that amount. Sale Proceeds in the amount of $1,121,038.18 will not be invested but will be used on the Issuance Date to pay the premium for the Bond Insurance and Sale Proceeds in the amount of $61,284.13 will not be invested but will be used on the Issuance Date to pay the premium for the Surety Bond, each of which constitutes a Qualified Guarantee. See 5.40 and Attachments B and C. (C) Refunding of Original Issue. (1) Sale Proceeds of the Issue in the amount of $68,571,500.00 will be used on July 21, 2011, along with Replacement Proceeds of the Original Issue properly allocable to the Original Issue in the amount of $274,556.94 as described in 5.10(B) and totaling $68,846,056.94, to retire the Original Issue, the period prior to such use being the Temporary Period for those Sale Proceeds. (2) Except as set forth in 5.10, all Proceeds of the Original Issue properly allocable to the Original Issue have been or will be spent on or prior to the date on which Proceeds of the Issue are used to pay principal on the Original Issue. Accordingly, there will be no Transferred Proceeds of the Issue except as set forth in 5.10. (D) Reserve Fund. Sale Proceeds in the amount of $1,750,975.00, will be deposited in the Reserve Fund together with the Surety Bond. The Surety Bonds has a stated policy amount of $1,750,975.00. Those Sale Proceeds and the policy amount of the Surety Bond together equal Reserve Account Requirement (as defined in the Resolution) which is one-half of the maximum principal and interest due on the Issue. The amount of Sale Proceeds deposited in Miami Sp. Obs 2011 TCC Cinti#89584.1 -5- the Reserve Fund does not exceed 10% of the Sale Proceeds ($7,235,732.51) (this limit being applicable because the net original issue premium on the Issue exceeds 2% of the stated redemption price at maturity of the Issue). At no time will the aggregate amounts held in the Reserve Fund that are invested in Higher Yielding Investments exceed the least of (i) 10% of the Sale Proceeds ($7,235,732.51), (ii) maximum annual Debt Service ($7,003,900.00), and (iii) 125% of average annual Debt Service ($7,973,244.51). The establishment and funding of the Reserve Fund was reasonably required by the Bond Insurer in order to obtain the Bond Insurance and the Surety Bond. See Attachment C. The Bond Insurance and the Surety Bond were vital and necessary factors in marketing the Issue to the public. See Attachment B. 3.20 Investment Proceeds. Any Investment Proceeds of the Current Refunding Portion will be used to pay Debt Service or for other governmental purposes of the Issuer within one year after the receipt of those Investment Proceeds, such period being the Temporary Period applicable to those Investment Proceeds. 3.30 Bond Fund. The Bond Fund is a Bona Fide Debt Service Fund. Amounts deposited from time to time in the Bond Fund will be used to pay Debt Service within 13 months after the amounts are so deposited, such period being the Temporary Period for such amounts, 3.40 No Other Replacement Fund or Assured Available Funds. The Issuer has not established and does not expect to establish or use any sinking fund, debt service fund, redemption fund, reserve or replacement fund, or similar fund, or any other fund to pay Debt Service other than the Bond Fund and the Reserve Fund. Except for money referred to in 3.10(D), 3.30 and Proceeds of a Refunding Issue, if any, no other money or Investment Property is or will be pledged as collateral or used for the payment of Debt Service (or for the reimbursement of any others who may provide money to pay that Debt Service), or is or will be restricted, dedicated, encumbered or set aside in any way as to afford the holders of the Issue reasonable assurance of the availability of such money or Investment Property to pay Debt Service. 3.50 Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, any Hedge with respect to the Issue, or any portion thereof. The Issuer acknowledges that entering into a Hedge with respect to the Issue, or any portion thereof, may change the Yield and that bond counsel should be contacted prior to entering into any Hedge with respect to the Issue in order to determine whether payments/receipts pursuant to the Hedge are to be taken into account in computing the Yield on the Issue. 3.60 No Overissuance. The Proceeds are not reasonably expected to exceed the amount needed for the governmental purposes of the Issue as set forth in 2.20. 3.70 Other Uses of Proceeds Negated. Except as stated otherwise in this Certificate, none of the Proceeds will be used: (A) to pay principal of or interest on, refund, renew, roll over, retire, or replace any other obligations issued by or on behalf of the Issuer or any other Governmental Unit, Miami Sp. Obs 2011 TCC Cinti#89584.1 -6- (B) to replace any Proceeds of another issue that were not expended on the project for which such other issue was issued, (C) to replace any money that was or will be used directly or indirectly to acquire Higher Yielding Investments, (D) to make a loan to any person or other Governmental Unit, (E) to pay any Working Capital Expenditures other than expenditures identified in Regulations § 1.148-6(d)(3)(ii)(A) and (B) (i.e,, Issuance Costs, Qualified Administrative Costs, reasonable charges for a Qualified Guarantee or for a Qualified Hedge, interest on the Issue for a period commencing on the Issuance Date and ending on the date that is the later of three years from such Issuance Date or one year after the date on which the project financed or refinanced by the Issue is Placed in Service, payments of the Rebate Amount, costs, other than those already described, that do not exceed 5% of the Sale Proceeds and that are directly related to Capital Expenditures financed or deemed financed by the Issue, principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds, principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund, and expenditures for extraordinary, nonrecurring items that are not customarily payable from current revenues, such as casualty losses or extraordinary legal judgments in amounts in excess of reasonable insurance coverage), or (F) to reimburse any expenditures made prior to the Issuance Date that do not satisfy the requirements for a Reimbursement Allocation. No portion of the Issue is being issued solely for the purpose of investing Proceeds in Higher Yielding Investments. 3.80 Minor Portion. The Minor Portion of $100,000.00 may be invested in Higher Yielding Investments. 3.90 No Other Replacement Proceeds. That portion of the Issue that is to be used to finance or refinance Capital Expenditures has a weighted average maturity that does not exceed 120% of the weighted average reasonably expected economic life of the property resulting from such Capital Expenditures. IV. REBATE MATTERS 4.10 Issuer Obligation Regarding Rebate. Consistently with its covenants contained in the Resolution, the Issuer will calculate and make, or cause to be calculated and made, payments of the Rebate Amount in the amounts and at the times and in the manner provided in Section 148(f) and the Instructions with respect to Gross Proceeds to the extent not exempted under Section 148(f)(4) and the Instructions. 4.20 No Avoidance of Rebate Amount. No amounts that are required to be paid to the United States will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any Investment Property or that results in a smaller profit or a larger loss on any Investment Property Miami Sp. Obs 2011 TCC Cinti#89584.1 -7- than would have resulted in an arm's length transaction in which the Yield on the Issue was not relevant to either party to the transaction. 4.30 Exceptions. Notwithstanding the foregoing, the computations and payments of amounts to the United States referred to in IV. need not be made to the extent that such failure will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Issue, based on an Opinion of Bond Counsel. V. OTHER TAX MATTERS 5.10 Original Issue Proceeds and Replacement Proceeds. All of the Proceeds and Replacement Proceeds of the Original Issue properly allocable thereto have been expended for the governmental purposes thereof except as described in this 5.10. Proceeds of the 2007 Prior Issue in the amount of $166,222.44, Proceeds of the 2008 Prior Issue in the amount of $23,247,391.82, and Proceeds of the 2009 Prior Issue in the amount of $5,166,177.70 will be expended to complete the 2007 Prior Issue Project, the 2008 Prior Issue Project, and the 2009 Prior Issue Project on or before February 1, 2014 and will not be invested in Higher Yielding Investments until so expended. Replacement Proceeds of the Original Issue in the amount of $510,867.33 properly allocable thereto on deposit in the debt service fund for the Original Issue will be used on the date hereof to retire a portion of the Original Issue. Original Issue Proceeds, if any, not expended prior to February 1, 2014, will be used to pay interest on the Issue on February 1, 2014. 5.20 Not Private Activity Bonds or Pool Bonds. No bond of the Issue will be a Private Activity Bond or a pooled financing bond (within the meaning of Section 149(f)), based on the following: (A) Not more than 5% of the Proceeds, if any, directly or indirectly, will be used for a Private Business Use and not more than 5%, if any, of the Debt Service, directly or indirectly, will be derived from or secured by Private Security or Payments. In measuring the use of Proceeds for a Private Business Use and the amount of Private Security or Payments, the use of Proceeds of all Prior Issues and the amount of Private Security or Payments with respect to all Prior Issues are taken into account in accordance with Reg. § 1.141-13. (B) Less than 5% or $5,000,000, whichever is less, of the Proceeds, if any, will be used to make or finance loans to any Private Person or Governmental Unit other than the Issuer. (C) The lesser of the Proceeds that are being or will be used for any Private Business Use or the Proceeds with respect to which there are or will be Private Security or Payments does not exceed $15,000,000 and none of the Proceeds will be used with respect to an "output facility" (other than a facility for the furnishing of water) within the meaning of Section 141(b)(4). 5.30 Disposition of Property. The Issuer does not intend to sell or otherwise dispose of the Original Issue Project or any portion thereof during the term of the Issue except for dispositions of property in the normal course at the end of such property's useful life to the Miami Sp. Obs 2011 TCC Cinti#89584.1 -8- Issuer. With respect to tangible personal property, if any, that is part of the Original Issue Project refinanced by the Issue, the Issuer reasonably expects that: (A) Dispositions of such tangible personal property, if any, will be in the ordinary course of an established governmental program; (B) The weighted average maturity of the bonds of the Issue financing or refinancing such property (treating the bonds of the Issue properly allocable to such personal property, as a separate issue for this purpose) will not be greater than 120% of the reasonably expected actual use of such property for governmental purposes; (C) The fair market value of such property on the date of disposition will not be greater than 25% of its cost; (D) The property will no longer be suitable for its governmental purposes on the date of disposition; and (E) The amounts received from any disposition of such property are required to, and will, be deposited in the Issuer's General Fund and commingled with substantial tax or other governmental revenues and will be spent on governmental programs within 6 months from the date of such deposit and commingling. 5.40 Qualified Guarantee. Based on the representations of the Underwriter and the Bond Insurer attached hereto as Attachments B and C, respectively, each of the Bond Insurance and the Surety Bond is a Qualified Guarantee and the premiums therefor may be taken into account as additional interest paid on the Issue. The Issuer reasonably expects that the present value of the premiums for the Bond Insurance and the Surety Bond will be less in each case than the present value of the interest savings on the Issue as a result of the Bond Insurance and the Surety Bond, respectively, for which purpose the present value is computed using the Yield (taking into account such premiums for the Bond Insurance and the Surety Bond) as the discount rate. 5.50 Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed. 5.60 Not Hedge Bonds. It was reasonably expected on the each respective Issuance Date of the Original Issue that not less than 85% of the Spendable Proceeds of the Original Issue would be used, and, except as set forth in 5.10, such amounts were used, to carry out the governmental purposes of the Original Issue within three years from the respective Issuance Date thereof. Not more than 50%, if any, of the Proceeds of the Original Issue were invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more, including but not limited to any investment contract or fixed Yield investment having a maturity of four years or more. The reasonable expectations stated above were not and are not based on and do not take into account (A) any expectations or assumptions as to the occurrence of changes in market interest rates or changes of federal tax law or regulations or rulings thereunder or (B) any prepayments of items other than items that are customarily prepaid. 5.70 Internal Revenue Service Information Return. Within the time and on the form prescribed by the Internal Revenue Service under Section 149(e), the Issuer will file Miami Sp. Obs 2011 TCC Cinti#89584.1 -9- with the Internal Revenue Service an Information Return setting forth the required information relating to the Issue. The information reported on that Information Return will be true, correct and complete to the best of the knowledge and belief of the undersigned. 5.80 Reeordkeeping. The Issuer will maintain records to support the representations, certifications and expectations set forth in this Tax Compliance Certificate until the date three (3) years after the last bond of the Issue has beenretired, and if any portion of the Issue is refunded by a Refunding Issue, the Issuer will maintain all records listed hereunder until the later of the date three (3) years after the last bond of the Issue has been retired or the date three (3) years after the last bond of the Refunding Issue has been retired. The records to be retained include, but are not limited to: (A) Basic records and documents relating to the Issue (including this Tax Compliance Certificate and all Opinions of Bond Counsel relating to the Issue). (B) Documentation evidencing the timing and allocation of expenditures of Proceeds of the Issue and of all issues refunded directly or indirectly by the Issue. (C) Documentation evidencing the use of the Project by all persons, including Private Persons (e.g., copies of any management contracts, leases, etc.). (D) Documentation evidencing all sources of payment or securityfor the Issue. (E) Documentation pertaining to all investments of Proceeds (including the purchase and sale of securities, SLGs subscriptions, actual investment income received from the investment of Proceeds, guaranteed investment contracts, and rebate calculations). (F) Records of all amounts paid to the United States pursuant to 4.10. (G) Any elections or revocations of elections under the Code relating to the Issue. 5.85 Tax Covenant. The Issuer hereby agrees and covenants to do all things necessary to ensure that interest on the Issue shall be, and shall continue to be, excluded from the gross income of the holders thereof for federal income tax purposes. [Balance of this page left blank intentionally] Miami Sp. Obs 2011 TCC Cinti#89584.1 -10- 5.90 Responsibility of Officer. The officer signing this Certificate is one of the officers of the Issuer responsible for issuing the Issue. In making the representations in this Certificate, the Issuer relies in part on the representations of the Underwriter set forth in Attachment B, the representations of the Bond Insurer set forth in Attachment C, and the representations of the Financial Advisor set forth in Attachment D. To the best of the knowledge, information and belief of the undersigned, all expectations stated in this Certificate and in Attachments B, C, and D are the expectations of the Issuer and are reasonable, all facts stated are true and there are no other existing facts, estimates, or circumstances that would or could materially change the statements made in this Certificate or in Attachments B, C, or D. The certifications and representations made in this Certificate and in Attachments B, C, and D are intended to be relied upon as certifications described in Treasury Regulations § 1.148-2(b) and may be relied upon by Bond Counsel in connection with the rendering of any opinion with respect to the Issue. The Issuer acknowledges that any change in the facts or expectations from those set forth in this Certificate or in Attachments B, C, or D may result in different requirements or a change in status of the Issue or interest thereon under the Code, and that bond counsel should be contacted if such changes are to occur. The date of this Certificate is July 21, 2011. By: CI Diana M. Gomez RIDA nce Director Miami Sp. Obs 2011 TCC Cinti#89584.1 -11- List of Attachments Attachment A — Definitions for Tax Compliance Certificate Attachment A-1— Rebate Instructions Attachment B — Underwriter's Certificate Attachment C — Bond Insurer's Certificate Attachment D — Financial Advisor's Certificate Miami Sp. Obs 2011 TCC Cinti#89584.1 -12- Attachment A Definitions for Tax Compliance Certificate The following terms, as used in Attachment A and in the Tax Compliance Certificate to which it is attached and in the other Attachments to the Tax Compliance Certificate, have the following meanings unless therein otherwise defined or unless a different meaning is indicated by the context in which the temlu is used. Capitalized terns used within these definitions that are not defined in Attachment A have the meanings ascribed to them in the Tax Compliance Certificate to which this Attachment A is attached. The word "Issue," in lower case, refers either to the Issue or to another issue of obligations or portion thereof treated as a separate issue for the applicable purposes of Section 148, as the context requires. The word "obligation" or "obligations," in lower case, includes any obligation, whether in the form of bonds, notes, certificates, or any other obligation that is a "bond" within the meaning of Section 150(a)(1). All capitalized teinns used in this Certificate include either the singular or the plural. All terms used in this Attachment A or in the Tax Compliance Certificate to which this Attachment A is attached, including terms specifically defined, shall be interpreted in a manner consistent with Sections 103 and 141-150 and the applicable Regulations thereunder except as otherwise specified. All references to Section, unless otherwise noted, refer to the Code. "Advance Refunding Issue" means any Refunding Issue that is not a Current Refunding Issue. "Advance Refunding Portion" means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as an Advance Refunding Issue if it had been issued as a separate issue. "Available Construction Proceeds" means an amount equal to (a) the sum of (i) the Issue Price of an issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocable to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre -Issuance Accrued Interest and earnings thereon, (ii) allocable to the underwriter's discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocable to the issue. "Available Construction Proceeds" does not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocable to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the project financed by the issue is substantially completed, provided, however, that such Investment Proceeds or earnings shall be excluded from "Available Construction Proceeds" if the Issuer has timely elected such exclusion. If an issue is a Multipurpose Issue that includes a New Money Portion that is a Construction Issue, this definition shall be applied by substituting "New Money Portion" for "issue" each place the latter term appears. If an issue or the New Money Portion of a Multipurpose Issue, as applicable, is not a Construction Issue, and the Issuer makes the bifurcation election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting "Construction Portion" for "issue" each place the latter term appears. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1 "Available Project Proceeds" means "available project proceeds" as defined in Section 54A(e)(4), being (A) the excess of (i) Sale Proceeds, over (ii) Issuance Costs paid with Proceeds (to the extent that such Issuance Costs do not exceed 2% of Sale Proceeds), plus (B) Proceeds actually or constructively received from any investment of such excess. "Bifurcated Issue" means a New Money Issue or the New Money Portion of a Multipurpose Issue that the Issuer, pursuant to Section 148(f)(4)(C)(v) and Regulations § 1.148-7(j), has elected in its Tax Compliance Certificate to bifurcate into a Construction Portion, which finances 100% of the Construction Expenditures, and allonconstruction Portion. "Bona Fide Debt Service Fund" means a fund, including a portion of or an account in that fund (or in the case of a fund established for two or more issues, the portion of that fund properly allocable to an issue), or a combination of such funds, accounts or portions that is used primarily to achieve a proper matching of revenues with Debt Service on an issue within each Bond Year and that is depleted at least once each year except for a reasonable carryover amount not to exceed the greater of the earnings thereon for the immediately preceding Bond Year or one -twelfth of the annual Debt Service on the issue for the immediately preceding Bond Year. "Bond Counsel's Opinion" or "Opinion of Bond Counsel" means an opinion or opinions of a nationally recognized bond counsel firm whose opinion is given with respect to the Issue when issued, or its successors or other nationally recognized bond counsel appointed by the Issuer. "Bond Year" means the annual period relevant to the application of Section 148(f) to an issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of an issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. "Build America Bond" means any obligation described in Section 54AA(d)(1), including, where applicable, any Recovery Zone Economic Development Bond. "Capital Expenditures" means costs of a type that are properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles, including capitalized interest computed taking into account the Placed in Service date. "Code" means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. "Commingled Fund" means any fund or account of the Issuer that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of the issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-2 "Commingled Investment Proceeds" means Investment Proceeds of an issue (other than Investment Proceeds held in a Refunding Escrow) that are deposited in a Commingled Fund with substantial tax or other revenues from govermnental operations of the Issuer and that are reasonably expected to be spent for governmental purposes within six months from the date of deposit in the Commingled Fund, using any reasonable accounting assumptions. "Computation Date" means each date on which the Rebate Amount for an issue is required to be computed under Regulations § 1.148-3(e). In the case of a Fixed Yield Issue, the first Computation Date shall not be later than five years after the Issuance Date of the issue. Subsequent Computation Dates shall be not later than five years after the immediately preceding Computation Date for which an installment payment of the Rebate Amount was paid. In the case of a Variable Yield Issue, the first Computation Date shall be the last day of any Bond Year irrevocably selected by the Issuer ending on or before the fifth anniversary of the Issuance Date of such issue and subsequent Computation Dates shall be the last day of each Bond Year thereafter or each fifth Bond Year thereafter, whichever is irrevocably selected by the Issuer after the first date on which any portion of the Rebate Amount is required to be paid to the United States. The final Computation Date is the date an issue is retired. "Computational Base" means the amount of Gross Proceeds the Issuer or Conduit Borrower reasonably expects, as of the date a Guaranteed Investment Contract is required, to be deposited in that Guaranteed Investment Contract over its term. "Conduit Borrower" means the obligor on a purpose investment. "Conduit Financing Issue" means an issue the Proceeds of which are reasonably expected to be used to finance one or more Conduit Loans. "Conduit Loan" means a purpose investment acquired by the Issuer with Proceeds of a Conduit Financing Issue, thereby effecting a loan to the Conduit Borrower. "Construction Expenditures" means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations § 1.148-7(g). "Construction Issue" means an issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization. If an issue is a Multipurpose Issue that includes a New Money Portion, this definition shall be applied by substituting "New Money Portion" for "Construction Issue" each place the latter terms appears. If an election under Section 1.48(f)(4)(C)(v) and Regulations §1.148-7(j) is made to bifurcate an issue or the New Money Portion of a Multipurpose Issue, this definition shall be applied by substituting "Construction Portion" for "Construction Issue" each place the latter term appears. "Construction Portion" means that portion of an issue or the New Money Portion of a Multipurpose Issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned Miami Sp. Qbs 2011 TCC Cinti#89584.1 A-3 by a Governmental Unit or a 501(c)(3) Organization and that finances 100% of the Construction Expenditures. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities within the meaning of Regulations §1.150-1(e). "Current Refunding Issue" means a Refunding Issue that is issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Issue for the payment of Debt Service on the Refunded Bonds. "Current Refunding Portion" means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as a Current Refunding Issue if it had been issued as a separate issue. "Debt Service" means principal of and interest and any redemption premium on an issue. "Excess Gross Proceeds" means all Gross Proceeds of an Advance Refunding Issue that exceed an amount equal to 1 % of the Sale Proceeds of such Advance Refunding Issue, other than Gross Proceeds allocable to: (a) payment of Debt Service on the Refunded Bonds; (b) payment of Pre -Issuance Accrued Interest on the Advance Refunding Issue and interest on the Advance Refunding Issue that accrues for a period up to the completion date of any capital project financed by the Prior Issue, plus one year; (c) a reasonably required reserve or replacement fund for the Advance Refunding Issue or Investment Proceeds of such fund; (d) payment of Issuance Costs of the Advance Refunding Issue; (e) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Advance Refunding Issue, or investments of the Advance Refunding Issue; (f) Transferred Proceeds allocable to expenditures for the governmental purpose of the Prior Issue (treating for this purpose all unspent Proceeds of the Prior Issue properly allocable to the Refunded Bonds as of the Issuance Date of the Advance Refunding Issue as Transferred Proceeds); (g) interest on purpose investments; (h) Replacement Proceeds in a sinking fund for the Advance Refunding Issue; and (i) fees for a Qualified Guarantee for the Advance Refunding Issue or the Prior Issue. If an Issue is a Multipurpose Issue that includes an Advance Refunding Portion, this definition shall be applied by substituting "Advance Refunding Portion" for "Advance Refunding Issue" each place the latter term appears. "Federally Guaranteed" means that (a) the payment of Debt Service on an issue, or the payment of principal or interest with respect to any loans made from the Proceeds of the issue, is directly or indirectly guaranteed in whole or in part by the United States or by an agency or instrumentality of the United States, within the meaning of Section 149(b), or (b) more than 5% of the Proceeds of an issue will be invested directly or indirectly in federally insured deposits or accounts. The preceding sentence does not apply to (a) Proceeds invested during an initial Temporary Period until such Proceeds are needed to pay costs of the project, (b) investments of a Bona Fide Debt Service Fund, (c) direct purchases from the United States of obligations issued by the United States Treasury, or (d) other investments permitted by Section 149(b) or Regulations § 1.149(b)-1(b). Miami Sp. Obs 2011 TCC Cinti#89584.1 A-4 "501(c)(3) Organization" means an organization described in Section 501(c)(3) and exempt from tax under Section 501(a). "Fixed Yield Issue" means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. "Future Value" means the value of a Payment or Receipt at the end of a period deteiniined using the economic accrual method as the value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Yield on the applicable issue, using the same compounding interval and financial conventions that were used to compute that Yield. "Governmental Unit" means a state, territory or possession of the United States, the District of Columbia, or any political subdivision thereof referred to as a "State or local governmental unit" in Regulations § 1.103-1(a). "Governmental Unit" does not include the United States or any agency or instrumentality of the United States. "Guaranteed Investment Contract" means any Nonpurpose Investment that has specifically negotiated withdrawal or retirement provisions and a specifically negotiated interest rate and any agreement to supply investments on two or more future dates (e.g., a forward supply contract). "Gross Proceeds" means Proceeds and Replacement Proceeds of an issue. "Hedge" means a contract entered into by the Issuer or the Conduit Borrower primarily to modify the Issuer's or the Conduit Borrower's risk of interest rate changes with respect to an obligation (e.g., an interest rate swap, an interest rate cap, a futures contract, a forward contract or an option). "Higher Yielding Investments" means any Investment Property that produces a Yield that (a) in the case of Investment Property allocable to Replacement Proceeds of an issue and Investment Property in a Refunding Escrow, is more than one thousandth of one percentage point (.00001) higher than the Yield on the applicable issue, and (b) for all other purposes is more than one -eighth of one percentage point (.00125) higher than the Yield on the issue. "Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of an issue in Investment Property. "Investment Property" means investment property within the meaning of Sections 148(b)(2) and 148(b)(3), including any security (within the meaning of Section 165(g)(2)(A) or (B)), any obligation, any annuity contract and any other investment -type property (including certain residential rental property for family units as described in Section 148(b)(2)(E) in the case of any bond other than a Private Activity Bond). Investment Property includes a Tax -Exempt Obligation that is a "specified private activity bond" as defined in Section 57(a)(5)(C), but does not include other Tax -Exempt Obligations. "Issuance Costs" means costs to the extent incurred in connection with, and allocable to, the issuance of an issue, and includes underwriter's compensation withheld from the Miami Sp. Obs 2011 TCC Cinti#89584.1 A-5 Issue Price, counsel fees, financial advisory fees, rating agency fees, trustee fees, paying agent fees, bond registrar, certification and authentication fees, accounting fees, printing costs for bonds and offering documents, public approval process costs, engineering and feasibility study costs, guarantee fees other than for a Qualified Guarantee and similar costs, but does not include fees charged by the Issuer. "Issuance Date" means the date of physical delivery of an issue by the Issuer in exchange for the purchase price of the issue. "Issue Price" means in the circumstances applicable to an issue: (1) Public Offering. In the case of obligations actually offered to the general public in a bona fide public offering at the initial offering price for each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, the aggregate of the initial offering price for each maturity (including any Pre -Issuance Accrued Interest and taking into account any original issue premium and original issue discount), which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity, as of the Sale Date, was sold or reasonably expected to be sold (other than to bond houses, brokers or other intermediaries). Ili the case of publicly offered obligations that are not described in the preceding sentence, Issue Price means the aggregate of the initial offering price to the public of each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, at which initial offering price not less than 10% of the principal amount of each maturity was sold to the public. Notwithstanding the foregoing, in no event shall the Issue Price of an issue exceed the fair market value of the issue as of the Sale Date thereof. (2) Private Placement. In the case of obligations sold by private placement, the aggregate of the prices (including any Pre -Issuance Accrued Interest and original issue premium, but excluding any original issue discount) paid to the Issuer by the first purchaser(s) (other than bond houses, brokers or other intermediaries). Notwithstanding the foregoing, in no event shall the Issue Price of an issue exceed the fair market value of the issue as of the Sale Date thereof. "Minor Portion" means an amount equal to the lesser of $100,000 or 5% of the Sale Proceeds of an issue. "Multipurpose Issue" means an issue the bonds of which are allocable to.two or more separate governmental purposes within the meaning of Regulations § 1.148-9(h). "Net Proceeds" means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue. "Net Sale Proceeds" means the Sale Proceeds of an issue less (a) the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue and (b) the portion invested as a part of a Minor Portion for the issue. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-6 "New Money Issue" means an issue that is not a Refunding Issue. "New Money Portion" means that portion of a Multipurpose Issue other than the Refunding Portion. "Nonconstruction Portion" means that portion of a New Money Issue or of the New Money Portion other than the Construction Portion. "Nonpurpose Investments" means any Investment Property that is acquired with Gross Proceeds as an investment and not in carrying out any governmental purpose of an issue. "Nonpurpose Investments" does not include any investment that is not regarded as "investment property" or a "nonpurpose investment" for the particular purposes of Section 148 (such as certain investments in U.S. Treasury obligations in the State and Local Government Series and certain temporary investments), but does include any other investment that is a "nonpurpose investment" within the applicable meaning of Section 148. "Payment" means payments actually or constructively made to acquire Nonpurpose Investments, as specified in Regulations §1.148-3(d)(1)(i) through (v). "Placed in Service" means the date on which, based on all the facts and circumstances, a facility has reached a degree of completion that would penult its operation at substantially its design level and the facility is, in fact, in operation at such level. "Pre -Issuance Accrued Interest" means interest on an obligation that accrued for a period not greater than one year before its Issuance Date and that will be paid within one year after such Issuance Date. "Preliminary Expenditures" means any Capital Expenditures that are "preliminary expenditures" within the meaning of Regulations §1.150-2(f)(2), i.e., architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project other than land acquisition, site preparation, and similar costs incident to commencement of construction. The aggregate amount of Preliminary Expenditures may not exceed 20% of the aggregate Issue Price of the issue or issues that financed or are reasonably expected to fmance the project for which such Preliminary Expenditures are or were incurred. "Prior Issue" means an issue of obligations all or a portion of the Debt Service on which is paid or provided for with Proceeds of a Refunding Issue. The Prior Issue may be a Refunding Issue. "Private Activity Bond" means (a) obligations of an issue more than 10% of the Proceeds of which, directly or indirectly, are or are to be used for a Private Business Use and more than 10% of the Debt Service on which, directly or indirectly, is or is to be paid from or secured by payments with respect to property, or secured by property, used for a Private Business Use, or (b) obligations of an issue, the Proceeds of which are or are to be used to make or finance loans to any Private Person that, in the aggregate, exceed the lesser of 5% of such Proceeds or $5,000,000. In the event of Unrelated or Disproportionate Use, the tests in (a) shall be applied by substituting 5% for 10% each place the latter term is used. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-7 "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any Private Person other than use as a member of, and on the same basis as, the general public. Any activity carried on by a Private Person (other than a natural person) shall be treated as a trade or business. In the case of a Qualified 501(c)(3) Bond, Private Business Use excludes use by a 501(c)(3) Organization that is not an unrelated trade or business activity by such 501(c)(3) Organization within the meaning of Section 513(a). "Private Person" means any natural person or any artificial person, including a corporation, partnership, trust or other entity, other than a Governmental Unit. "Private Person" includes the United States and any agency or instrumentality of the United States. "Private Security or Payments" means (i) any interest in property used or to be used for a Private Business Use, or in payments in respect of such property, that directly or indirectly secures any payment of principal of, or interest on, an issue, or (ii) payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a Private Business Use from which payments of principal of, or interest on, an issue are directly or indirectly derived, all as determined and measured in accordance with Treasury Regulations Section 1.141-4. "Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of an issue. "Proceeds" does not include Replacement Proceeds. "Qualified Administrative Costs" means the reasonable, direct administrative costs, other than carrying costs, of purchasing or selling Nonpurpose Investments such as separately stated brokerage or selling commissions. Qualified Administrative Costs do not include legal and accounting fees, recordkeeping, custody and similar costs, general overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount. In general, Qualified Administrative Costs are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or a reasonably comparable investment if acquired with a source of funds other than Gross Proceeds of Tax -Exempt Obligations. "Qualified 501(c)(3) Bonds" means an issue of obligations that satisfies the requirements of Section 145(a). "Qualified Guarantee" means any guarantee of an obligation that constitutes a "qualified guarantee" within the meaning of Regulations § 1.148-4(f). "Qualified Hedge" means a Hedge that is a "qualified hedge" within the meaning of Regulations §1.148-4(h)(2). "Reasonable Retainage" means an amount, with respect to an issue, not to exceed 5% of the Net Sale Proceeds of the issue, that is retained for reasonable business purposes relating to the property financed with Proceeds of the issue. For example, Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the Issuer reasonably determines that a dispute exists regarding completion or payment. Miami Sp. Obs 2011 TCC Cin089584.1 A-8 "Rebate Amount" means the excess of the future value, as of any date, of all receipts on Nonpurpose Investments acquired with Gross Proceeds of an issue over the future value, as of that date, of all payments on those Nonpurpose Investments, computed in accordance with Section 148(f) and Regulations § 1.148-3. "Rebate Analyst" means an independent individual, firm or entity experienced in the computation of the Rebate Amount pursuant to Section 148(f). "Receipt" means amounts actually or constructively received from Nonpurpose Investments as specified in Regulations §1.148-3(d)(2)(i) through (iii). "Recovery Zone Economic Development Bond" means any Build America Bond described in Section 1400U-2(b)(1). "Refunded Bonds" means obligations of a Prior Issue the Debt Service on which is or is to be paid from Proceeds of a Refunding Issue. "Refunding Bonds" means obligations of a Refunding Issue. "Refunding Escrow" means one or more funds established as part of a single transaction, or a series of related transactions, containing Proceeds of a Refunding Issue and any other amounts to be used to pay Debt Service on Refunded Bonds of one or more issues. "Refunding Issue" means an issue the Proceeds of which are or are to be used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre -Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs of the Refunding Issue. "Refunding Portion" means that portion of a Multipurpose Issue the Proceeds of which are, or are to be, used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre -Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs properly allocable to the Refunding Portion. "Regulations" or "Reg." means Treasury Regulations. "Reimbursement Allocation" means an allocation of the Proceeds of an issue for the reimbursement of Capital Expenditures paid prior to the Issuance Date of such issue that: (a) is evidenced on the books or records of the Issuer maintained with respect to the issue, (b) identifies either actual prior Capital Expenditures or the fund or account from which the prior Capital Expenditures were paid, (c) evidences the Issuer's use of Proceeds of the issue to reimburse a Capital Expenditure for a governmental purpose that was originally paid from a source other than the Proceeds of the issue and (d) satisfies the following requirements: except for Preliminary Expenditures, (i) the Issuer adopted an official intent for the Capital Expenditure that satisfies Regulations § 1.150-2(e) prior to, or within 60 days after, payment of the Capital Expenditure, and (ii) the allocation in reimbursement of that Capital Expenditure occurs or will occur within 18 months after the later of the date the Capital Expenditure was paid or the date the project resulting from such Capital Expenditure was Placed in Service or abandoned, but in no event more than three years after the Capital Expenditure was paid. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-9 "Related Party" means, in reference to a Governmental Unit or 501(c)(3) Organization, any member of the same Controlled Group and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization, a "related person" as defined in Section 144(a)(3). "Replacement Proceeds" means, with respect to an issue, amounts (including any investment income, but excluding any Proceeds of any issue) replaced by Proceeds of that issue within the meaning of Section 148(a)(2). "Replacement Proceeds" includes amounts, other than Proceeds, held in a sinking fund, pledged fund or reserve or replacement fund for an issue. "Sale Date" means, with respect to an issue, the first date on which there is a binding contract in writing with the Issuer for the sale and purchase of an issue (or of respective obligations of the issue if sold by the Issuer on different dates) on specific terns that are not later modified or adjusted in any material respect. "Sale Proceeds" means that portion of the Issue Price actually or constructively received by the Issuer upon the sale or other disposition of an issue, including any underwriter's compensation withheld from the Issue Price, but excluding Pre -Issuance Accrued Interest. "Spendable Proceeds" means the Net Sale Proceeds of an issue. "Tax -Exempt Obligation" means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidence of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150, and includes any obligation or any investment treated as a "tax- exempt bond" for the applicable purpose of Section 148. "Tax -Exempt Organization" means a Governmental Unit or a 501(c)(3) Organization. "Temporary Period" means the period of time, as set forth in the Tax Compliance Certificate, applicable to particular categories of Proceeds of an issue during which such category of Proceeds may be invested in Higher Yielding Investments without the issue being treated as arbitrage bonds under Section 148. "Transferred Proceeds" means that portion of the Proceeds of an issue (including any Transferred Proceeds of that issue) that remains unexpended at the time that any portion of the principal of the Refunded Bonds of that issue is discharged with the Proceeds of a Refunding Issue and that thereupon becomes Proceeds of the Refunding Issue as provided in Regulations § 1.148- 9(b). "Transferred Proceeds" does not include any Replacement Proceeds. "Unrelated or Disproportionate Use" means Private Business Use that is not related to or is disproportionate to use by a Governmental Unit within the meaning of Section 141(b)(3) and Regulations §1.141-9. "Variable Yield Issue" means any Issue that is not a Fixed Yield Issue. "Working Capital Expenditures" means any costs of a type that do not constitute Capital Expenditures, including current operating expenses. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-10 "Yield" has the meaning assigned to it for purposes of Section 148, and means that discount rate (stated as an annual percentage) that, when used in computing the present worth of all applicable unconditionally payable payments of Debt Service, all payments for a Qualified Guarantee, if any, and payments and receipts with respect to a Qualified Hedge, if any, as required by the Regulations, paid and to be paid with respect to an obligation (paid and to be paid during and attributable to the Yield Period in the case of a Variable Yield Issue), reduced by the credit, if any, allowed by Section 6431, produces an amount equal to (a) the Issue Price in the case of a Fixed Yield Issue or the present value of the Issue Price at the commencement of the applicable Yield Period in the case of a Variable Yield Issue, or (b) the purchase price for yield purposes in the case of Investment Property, all subject to the applicable methods of computation provided for under Section 148, including variations from the foregoing. The Yield on Investment Property in which Proceeds or Replacement Proceeds of an issue are invested is computed on a basis consistent with the computation of Yield on that issue, including the same compounding interval of not more than one year selected by the Issuer. "Yield Period" means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. The terms "bond," "obligation," "reasonably required reserve or replacement fund," "reserve or replacement fund," "loan," "sinking fund," "purpose investment," "same plan of financing," "other replacement proceeds" and other terms relating to Code provisions used but not defined in this Certificate shall have the meanings given to them for purposes of Sections 103 and 141 to 150 unless the context indicates another meaning. (End of Attachment A) Miami Sp. Obs 2011 TCC Cinti#89584.1 A-11 ATTACHMENT A-1 to Tax Compliance Certificate of Issuer Pertaining to $70,645,000 City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A Dated as of July 21, 2011 INSTRUCTIONS FOR COMPLIANCE WITH REBATE REQUIREMENTS OF SECTION 148(f) OF THE CODE The Issuer' covenanted in the operative documents (i. e., Ordinance/Resolution/ Trust Indenture and Tax Compliance Certificate) to comply with the arbitrage rebate requirement of Section 148(f) of the Code. These Instructions provide guidance for that compliance, including the spending exceptions that free the Issue from all or part of the rebate requirements. Capitalized terms that are not defined in these Rebate Instructions are defined in Attachment A to the Tax Compliance Certificate. PART I: GENERAL SECTION 1.01. REBATE GENERALLY. The Rebate Amount with respect to the Issue must be paid (rebated) to the United States to prevent the bonds of the Issue from being arbitrage bonds, the interest on which is subject to federal income tax. In general, the Rebate Amount is the amount by which the actual earnings on Nonpurpose Investments purchased (or deemed to have been purchased) with Gross Proceeds of the Issue exceed the amount of earnings that would have been received if those Nonpurpose Investments had a Yield equal to the Yield on the Issue.2 Stated differently, the Rebate Amount for the Issue as of any date is the excess of the Future Value, as of that date, of all Receipts on Nonpurpose Investments over the Future Value, as of that date, of all Payments on Nonpurpose Investments, computed using the Yield on the Issue as the Future Value rate.3 If the Issue is a Fixed Yield Issue, the Yield on the Issue generally is the Yield to maturity, taking into account mandatory redemptions prior to maturity. If the Issue is a Variable 2 3 For purposes of these Instructions, the tern "Issuer" includes the borrower in a conduit financing issue. Amounts earned on the Bona Fide Debt Service Fund for the Issue are not taken into account in determining the Rebate Amount because none of the obligations of the Issue are Private Activity Bonds, the rates of interest on the Issue do not vary and the average maturity of the Issue is at least five years. The scope of these Instructions does not permit a detailed description of the computation of the Rebate Amount with respect to the Issue. If you need assistance in computing the Rebate Amount on the Issue or want Squire, Sanders & Dempsey (US) LLP to do the computations, please feel free to contact the Squire, Sanders & Dempsey (US) LLP attorney with whom you normally consult to discuss engaging the Firm to provide such assistance. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1-1 Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the Issuer. PART II: EXCEPTIONS TO REBATE SECTION 2.01. SPENDING EXCEPTIONS. The rebate requirements with respect to the Issue are deemed to have been satisfied if any one of three spending exceptions (the 6-Month, the 18-Month, or the 2-Year Spending Exception, collectively, the "Spending Exceptions") is satisfied. The Spending Exceptions are each independent exceptions. The Issue need not meet the requirements of any other exception in order to use any one of the three exceptions. For example, a Construction Issue may qualify for the 6- Month Spending Exception or the 18-Month Spending Exception even though the Issuer makes one or more elections under the 2-Year Exception with respect to the Issue. The following rules apply for purposes of all of the Spending Exceptions except as otherwise noted. Refunding Issues. The only spending exception available for a Refunding Issue4 is the 6-Month Spending Exception. Special Transferred Proceeds Rules. In applying the Spending Exceptions to a Refunding Issue, unspent Proceeds of the Prior Issue that become Transferred Proceeds of the Refunding Issue are ignored. If the Prior Issue satisfies one of the rebate Spending Exceptions, the Proceeds of the Prior Issue that are excepted from rebate under that exception are not subject to rebate either as Proceeds of the Prior Issue or as Transferred Proceeds of the Refunding Issue. However, if the Prior Issue does not satisfy any of the Spending Exceptions and is not otherwise exempt from rebate, the Transferred Proceeds from the Prior Issue will be subject to rebate, even if the Refunding Issue satisfies the 6-Month Spending Exception. The Rebate Amount will be calculated on the Transferred Proceeds on the basis of the Yield of the Prior Issue up to each transfer date and on the basis of the Yield of the Refunding Issue after each transfer date. Application of Spending Exceptions to a Multipurpose Issue. If the Issue is a Multipurpose Issue, the Refunding Portion and the New Money Portion are treated for purposes of the rebate Spending Exceptions as separate issues. Thus, the Refunding Portion is eligible to use only the 6-Month Spending Exception. The New Money Portion is eligible to use any of the three Spending Exceptions. Expenditures for Governmental Purposes of the Issue. Each of the spending exceptions requires that expenditures of Gross Proceeds be for the governmental purposes of the Issue. These purposes include payment of interest (but not principal) on the Issue. 4 For purposes of these Instructions, references to "Refunding Issue" include the Refunding Portion of a Multipurpose Issue. Miami Sp. Obs 2011 TCC Cinti#89584. I A-1-2 SECTION 2.02. 6-MONTH SPENDING EXCEPTION. The Issue will be treated as satisfying the rebate requirements if all of the Gross Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue within the 6-month period beginning on the Issuance Date and the Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or a Bona Fide Debt Service Fund if and to the extent that such Fund is subject to rebate (see footnote 3) is timely paid to the United States. If no bond of the Issue is a Private Activity Bond (other than a Qualified 501(e)(3) Bond) or a tax or revenue anticipation bond, the 6-month period is extended for an additional six months if the unexpended Gross Proceeds of the Issue at the end of the 6-month period do not exceed 5% of the Proceeds of the Issue. For purposes of the 6-Month Spending Exception, Gross Proceeds required to be spent within six months do not include amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue. SECTION 2.03. 18-MONTH SPENDING EXCEPTION. The Issue (or the New Money Portion if the Issue is a Multipurpose Issue) is treated as satisfying the rebate requirement if the conditions set forth in (A), (B) and (C) are satisfied. (A) All of the Gross Proceeds of the Issue (excluding amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue) are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 15% within six months; (2) at least 60% within 12 months; and (3) 100% within 18 months, subject to the Reasonable Retainage exception described below. (B) The Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund for the Issue, to the extent such Fund is subject to rebate (see footnote 3), is timely paid to the United States. (C) The Gross Proceeds of the Issue qualify for the initial 3-year Temporary Period. If the only unspent Gross Proceeds at the end of the l8th month are Reasonable Retainage, the requirement that 100% of the Gross Proceeds be spent by the end of the 18th month is treated as met if the Reasonable Retainage, and all earnings thereon, are spent for the governmental purposes of the Issue within 30 months of the Issuance Date. For purposes of determining whether the spend -down requirements have been met as of the end of each of the first two spending periods, the amount of Investment Proceeds that the Miami Sp. Obs 2011 TCC Cinti489584.1 A-1-3 Issuer reasonably expects as of the Issuance Date to earn on the Sale Proceeds and Investment Proceeds of the Issue during the 18-month period are included in Gross Proceeds of the Issue. The final spend -down requirement includes actual Investment Proceeds for the entire 18 months. The 18-Month Spending Exception does not apply to the Issue (or the New Money Portion, as applicable) if any portion of the Issue (or New Money Portion) is treated as meeting the rebate requirement under the 2-Year Spending Exception discussed below. This rule prohibits use of the 18-Month Spending Exception for the Nonconstruction Portion of a Bifurcated Issue. The only Spending Exception available for the Nonconstruction Portion of a Bifurcated Issue is the 6- Month Spending Exception. SECTION 2.04. 2-YEAR SPENDING EXCEPTION FOR CERTAIN CONSTRUCTION ISSUES. (A) In general. A Construction Issue no bond of which is a Private Activity Bond (other than a Qualified 501(c)(3) Bond or a Bond that finances property to be owned by a Governmental Unit or a 501(c)(3) Organization) is treated as satisfying the rebate requirement if the Available Construction Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 10% within six months; (2) at least 45% within one year; (3) at least 75% within 18 months; and (4) 100% within two years, subject to the Reasonable Retainage exception described below. Amounts in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund for the Issue are not treated as Gross Proceeds for purposes of the expenditure requirements. However, unless the Issuer has elected otherwise in the Tax Compliance Certificate, earnings on amounts in a reasonably required reserve or replacement fund for the Issue are treated as Available Construction Funds during the 2-year period and therefore must be allocated to expenditures for the governmental purposes of the Issue. If the Issuer elected in the Tax Compliance Certificate to exclude from Available Construction Proceeds the Investment Proceeds or earnings on a reasonably required reserve or replacement fund for the Issue during the 2-year spend -down period, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings from the Issuance Date must be timely paid to the United States. If the election is not made, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings after the earlier of the date construction is substantially completed or two years after the Issuance Date must be timely paid to the United States. The Rebate Amount, if any, with respect to earnings on amounts in a Bona Fide Debt Service Fund must be timely paid to the extent such Fund is subject to the rebate requirements (see footnote 3). Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1-4 The Issue does not fail to satisfy the spending requirement for the fourth spend - down period (i.e., 100% within two years of the Issuance Date) if the only unspent Available Construction Proceeds are amounts for Reasonable Retainage if such amounts (together with all earnings on such amounts) are allocated to expenditures within three years of the Issuance Date. For purposes of determining whether the spend down requirements have been met as of the end of each of the first three spend -down periods, Available Construction Proceeds include the amount of Investment Proceeds or earnings that the Issuer reasonably expected as of the Issuance Date to earn during the 2-year period unless the Issuer elects, on or before the Issuance Date, to apply these spend -down requirements on the basis of actual facts rather than reasonable expectations. For purposes of satisfying the fmal spend -down requirement, Available Construction Proceeds include actual Investment Proceeds or earnings from the Issuance Date through the end of the 2-year period. Available Construction Proceeds do not include Gross Proceeds used to pay Issuance Costs financed by the Issue, but do include earnings on such Proceeds. Thus, an expenditure of Gross Proceeds to pay Issuance Costs does not count toward meeting the spend - down requirements, but expenditures of earnings on such Gross Proceeds to pay Issuance Costs do count. (B) 11/4% penalty in lieu of rebate for Construction Issues. If the Issuer elected in the Tax Compliance Certificate for a Construction Issue, or for the Construction Portion of a Bifurcated Issue, to pay a 11/2% penalty in lieu of the Rebate Amount on Available Construction Proceeds in the event that the Construction Issue fails to satisfy any of the spend -down requirements, the 11/4% penalty is calculated separately for each spend -down period, including each semiannual period after the end of the fourth spend -down period until all Available Construction Proceeds have been spent. The penalty is equal to 0.015 times the underexpended Proceeds as of the end of the applicable spend -down period. The fact that no arbitrage is in fact earned during such spend -down period is not relevant. The Rebate Amount with respect to Gross Proceeds other than Available Construction Proceeds (e.g., amounts in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund, to the extent subject to rebate (see footnote 3)) must be timely paid. PART III: COMPUTATION AND PAYMENT SECTION 3.01. COMPUTATION AND PAYMENT OF REBATE AMOUNT. If none of the Spending Exceptions described above is satisfied (and if the 11/4% penalty election for a Construction Issue or the Construction Portion of a Bifurcated Issue has not been made), then within 45 days after each Computation Date the Issuer shall compute, or cause to be computed, the Rebate Amount as of such Computation Date. The first Computation Date is a date selected by the Issuer, but shall be not later than five years after the Issuance Date. Each subsequent Computation Date shall end five years after the previous Computation Date except that, in a Variable Yield Issue, the Issuer may select annual Yield Periods. The final Computation Date shall be the date the last obligation of the Issue matures or is finally discharged. Miami Sp. Obs 2011 TCC Cinti#189584.1 A-1-5 Within 60 days after each Computation Date (except the fmal Computation Date), the Issuer shall pay to the United States not less than 90% of the Rebate Amount, if any, computed as of such Computation Date. Within 60 days after the final Computation Date, the Issuer shall pay to the United States 100% of the Rebate Amount, if any, computed as of the final Computation Date. In computing the Rebate Amount, a computation credit may be taken into account on the last day of each Bond Year to the Computation Date during which there are unspent Gross Proceeds that are subject to the rebate requirement, and on the final maturity date. If the operative documents pertaining to the Issue establish a Rebate Fund and require the computation of the Rebate Amount at the end of each Bond Year, the Issuer shall calculate, or cause to be calculated, within 45 days after the end of each Bond Year the Rebate Amount, taking into account the computation credit for each Bond Year. Within 50 days after the end of each Bond Year, if the Rebate Amount is positive, the Issuer shall deposit in the Rebate Fund such amount as will cause the amount on deposit therein to equal the Rebate Amount, and may withdraw any amount on deposit in the Rebate Fund in excess of the Rebate Amount. Payments of the Rebate Amount to the Internal Revenue Service on a Computation Date shall be made first from amounts on deposit in the Rebate Fund and second from other amounts specified in the operative documents. Each payment of the Rebate Amount or portion thereof shall be payable to the Internal Revenue Service and shall be made to the Internal Revenue Service Center, Ogden, UT 84201 by certified mail. Each payment shall be accompanied by Internal Revenue Service Form 8038-T and any other form or forms required to be submitted with such remittance. SECTION 3.02. BOOKS AND RECORDS. (A) The Issuer shall keep proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the Gross Proceeds of the Issue. Such records shall specify the account or fund to which each Nonpurpose Investment (or portion thereof) held by the Issuer is to be allocated and shall set forth as to each Nonpurpose Investment (1) its purchase price, (2) identifying information, including par amount, interest rate, and payment dates, (3) the amount received at maturity or its sales price, as the case may be, including accrued interest, (4) the amounts and dates of any payments made with respect thereto, and (5) the dates of acquisition and disposition or maturity. (B) The Issuer or Rebate Analyst, as applicable, shall retain the records of all calculations and payments of the Rebate Amount until three years after the retirement of the last obligation that is a part of the Issue. SECTION 3.03. FAIR MARKET VALUE. (A) No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value. (B) The fair market value of any Nonpurpose Investment shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in an Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1-6 arm's-length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i. e., the trade date rather than the settlement date). Except as otherwise provided in this Section, a Nonpurpose Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (C) Obligations purchased directly from the Treasury. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. (D) Safe harbor for Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract shall be treated as its fair market value on the purchase date if all the following conditions are met. (1) The Issuer or broker makes a bona fide solicitation for a specified Guaranteed Investment Contract and receives at least three bona fide bids from reasonably competitive providers (of Guaranteed Investment Contracts) that have no material financial interest in the Issue. (2) The Issuer purchases the highest -yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker's fees). (3) The Yield on the Guaranteed Investment Contract (determined net of broker's fees) is not less than the Yield then available from the provider on reasonably comparable Guaranteed Investment Contracts, if any, offered to other persons from a source of funds other than Gross Proceeds of Tax -Exempt Obligations. (4) The determination of the terms of the Guaranteed Investment Contract takes into account as a significant factor the Issuer's reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in a Bona Fide Debt Service Fund and a reasonably required reserve or replacement fund. (5) The terms of the Guaranteed Investment Contract, including collateral security requirements, are reasonable. (6) The obligor on the Guaranteed Investment Contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the Guaranteed Investment Contract. (E) Safe harbor for certificates of deposit. The purchase price of a certificate of deposit shall be treated as its fair market value on the purchase date if all of the following requirements are met. (1) The certificate of deposit has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal. Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1-7 (2) The Yield on the certificate of deposit is not less than (a) the Yield on reasonably comparable direct obligations of the United States, or (b) the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. Certificates evidencing the foregoing requirements should be obtained before purchasing any Guaranteed Investment Contract or certificate of deposit. SECTION 3.04. CONSTRUCTIVE SALE/PURCHASE. (A) Nonpurpose Investments that are held by the Issuer as of any Computation Date (or Bond Year if the computations are required to be done annually) shall be treated for purposes of computing the Rebate Amount as of such date as having been sold for their fair market value as of such date. Investment Property that becomes allocated to Gross Proceeds of the Issue on a date after such Investment Property has actually been purchased shall be treated for purposes of the rebate requirements as having been purchased by the Issuer on such date of allocation at its fair market value on such date. (B) For purposes of constructive or deemed sales or purchases of Investment Property (other than Investment Property in the Escrow Fund or that is otherwise not invested for a Temporary Period or is not part of a reasonably required reserve or replacement fund for the Issue) must be valued at its fair market value on the date of constructive or deemed sale or purchase. (C) Except as set forth in (B), fixed-rate Investment Property that is (1) issued with not more than 2% of original issue discount or original issue premium, (2) issued with original issue premium that is attributable exclusively to reasonable underwriters' compensation or (3) acquired with not more than 2% of market discount or market premium may be treated as having a fair market value equal to its outstanding stated principal amount plus accrued interest. Fixed-rate Investment Property also may be treated as having a fair market value equal to its present value. SECTION 3.05. ADMINISTRATIVE COSTS. (A) Administrative costs shall not be taken into account in deteiiuining the payments for or receipts from a Nonpurpose Investment unless such administrative costs are Qualified Administrative Costs. Thus, administrative costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire Nonpurpose Investments generally do not increase the Payments for, or reduce the Receipts from, Nonpurpose Investments. (B) Qualified Administrative Costs are taken into account in determining the Payments and Receipts on Nonpurpose Investments and thus increase the Payments for, or decrease the Receipts from, Nonpurpose Investments. In the case of a Guaranteed Investment Contract, a broker's commission or similar fee paid on behalf of either the Issuer or the provider is a Qualified Administrative Cost to the extent that (1) the amount of the fee treated as a Qualified Administrative Cost does not exceed the lesser of (a) $36,000, or such higher amount as determined and published by the Internal Revenue Service as the "cost of living adjustment" Miami Sp. Obs 2011 TCC Cinti#89584.1 A-1-8 for the calendar year in which the Guaranteed Investment Contract is acquired and (b) 0.2% of the Computational Base or, if more, $4,000, or such higher amount as determined and published by the Internal Revenue Service as the "cost of living adjustment" for the calendar year in which the Guaranteed Investment Contract is acquired and (2) the aggregate amount of broker's commissions or similar fees with respect to all Guaranteed Investment Contracts and Nonpurpose Investments acquired for a yield -restricted defeasance escrow purchased with Gross Proceeds of the Issue treated as Qualified Administrative Costs does not exceed a cap of $101,000, or such higher amount as determined and published by the Internal Revenue Service as the "cost -of -living adjustment" for the calendar year in which the Guaranteed Investment Contract is acquired less the portion of such cap, if any, used in prior years with respect to the Issue. PART IV: COMPLIANCE AND AMENDMENT SECTION 4.01. COMPLIANCE. The Issuer or Rebate Analyst, as applicable, shall take all necessary steps to comply with the requirements of these Instructions in order to ensure that interest on the Issue is excluded from gross income for federal income tax purposes under Section 103(a) of the Code. However, compliance shall not be required in the event and to the extent stated therein the Issuer receives a Bond Counsel's Opinion that either (A) compliance with such requirement is not required to maintain the exclusion from gross income for federal income tax purposes of interest on the Issue or (B) compliance with some other requirement in lieu of such requirement will comply with Section 148(f) of the Code, in which case compliance with the other requirement specified in the Bond Counsel's Opinion shall constitute compliance with such requirement. SECTION 4.02. LIABILITY. If for any reason any requirement of these Instructions is not complied with, the Issuer shall take all necessary and desirable steps to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence. July 21, 2011 SQUIRE, SANDERS & DEMPSEY (US) LLP Miami Sp. obs 2011 TCC Cinti#89584.1 A-1-9 ATTACHMENT B to Tax Compliance Certificate of Issuer Pertaining to $70,645,000 City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A Dated as of July 21, 2011 CERTIFICATE OF UNDERWRITER This certificate is being delivered by RBC Capital Markets, LLC, as representative of the other underwriters named in the Tax Compliance Certificate (the "Underwriter" or "RBC CM"), in connection with the issuance of the Issue pursuant to the Resolution. Based on its records and information available to the undersigned which the undersigned believes to be correct, the Underwriter represents as follows: 1. The undersigned is the duly authorized representative of the Underwriter which has purchased the Issue. 2. All of the bonds of the Issue have been the subject of a bona fide offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) (the "Public") pursuant to a Bond Purchase Agreement by and between the Issuer and RBC CM dated July 13, 2011 (the "Sale Date") and on the Sale Date we reasonably expected that at least 10% of the principal amount of each such maturity would be initially sold at the respective price for that maturity shown on the inside cover of the Official Statement, dated July 13, 2011, related to the Issue, as reflected in Exhibit 1 hereto. For purposes of this certificate, we have assumed that the phrase "bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers" refers only to persons who, to our actual knowledge, have an arrangement with the Issuer or RBC CM to act in such capacity on behalf of the Issuer or RBC CM. 3. The fees payable to the Bond Insurer for the Bond Insurance and the Surety Bond securing the Issue (collectively, the "Guarantee") represent a reasonable charge for the assumption of risk involved in this transaction. The present value of the Guarantee fees is less than the present value of interest reasonably expected to be saved with respect to the Issue as the result of the Guarantee. The discount rate used for computing such present value is the yield -to -maturity of the Issue (deteinuined with regard to the Guarantee fees). 4. In our opinion, based on our experience with bonds similar to the Issue, it was reasonable to require, as a condition to the provision of the Guarantee, that the Reserve Fund be funded as provided in the Resolution. In our opinion, the Guarantee was a vital factor in marketing the bonds of the Issue at their respective prices. 5. We forwarded to the Issuer by email the CUSIP numbers we requested for the Issue and that email indicates that the CUSIP number for the final maturity of the Issue is 593490KK0. Miami Sp. Obs 2011 TCC Cinti489584.1 B-1 6. The Underwriter's discount is $402,234.57. The Issuer may rely on the foregoing representations in making its certification as to issue price of the Issue under the Internal Revenue Code of 1986, as amended (the "Code"), and bond counsel may rely on the foregoing representations in rendering their opinion on the exclusion from federal gross income of the interest on the Issue; provided, however, that nothing herein represents our interpretation of any laws, and in particular, regulations under section 148 of the Internal Revenue Code. We have provided certain information regarding the Issue with the express understanding and agreement of bond counsel and the Issuer that, notwithstanding the provision of this information and the delivery of this letter: (i) in doing so we are not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act), (ii) we do not have a fiduciary duty to the Issuer, and (iii) we are not to be construed as a "paid preparer" of any tax returns of the Issuer, including specifically (but not limited to) Forrn 8038-G. Dated July 21, 2011 By Name Title RBC CAPITAL MARKETS, LLC f►?et1+5 5 JONI?., Miami Sp. 0bs 2011 TCC Cinti#89584.1 B-2 ATTACHMENT C to Tax Compliance Certificate of Issuer Pertaining to $70,645,000 City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A Dated as of July 21, 2011 CERTIFICATE OF BOND INSURER Miami Sp. 0bs 2011 TCC Cinti#89584.1 C-1 DISCLOSURE, NO DEFAULT AND TAX CERTIFICATE OF ASSURED GUARANTY MUNICIPAL CORP. The undersigned hereby certifies on behalf of Assured Guaranty- Municipal Corp. ("AGM"), in connection with the issuance by AGM of Its Policy No, 213624-N (the 'Insurance Policy') and Policy No. 213624-R (the "Reserve Policy" and together with the insurance Policy, the ”.POlicy") in respect of the $.70,64.5,000 in aggregate principal amount of the The City of Miami, Florida, Special Obligation Non -Ad iialorem Revenue Reftinding Bonde Series 20-11A (the "Bonds') that the information gat forth under the ceptiOnMUNICIPALBOND INSURANCE - Assured Gueranty-Municip Corp.' the OfflQii3 statementdated July,13, 2011; relating to the Bends it true:arid-,cOrrect, (ii) AGM is: net currently ih default nor has AGM :ever been 1r default under :any policy or obligation gdaranteeing the payrrient 0 principal of or-intereSt an:obligation, (iii) the Policy is an unconditional and recourse obligation of AGM (enforceable by or on behalf of the holders of the Bonds) to pay the scheduled principal of and intereston the Bonds in the event of Nonpayment by the Issuer (asset. forth in the Policy), (iv) the insurance premium for the Insurance Policy of $1,121,038.18 •and for the Reserve Policy of $61,284,13 (the "Premium") is a charge for the transfer of credit risk and was determined in arms length negotiator's and is required to be paid to AGM as a condition to the issuance of the Policy, (v) no portion of Such Premium represents an indireCt payment of costs or issuande, including rating 'agency fees, other than fees paid by AGM to maintain its ratings:, Which, together with all Other overhead expenses of ACM are taken. into account in the formulation of its rate structure, or for the prevision of additional services by us, nor the direot or Indirect payment for a cost, risk or other element that is not customarily borne:by insurers of tax-exempt bonds (in transactions in which the guarantor hag no involvernentrother thenas a guarantor), (vi) AGM is not providing .any serviees in connection with the Bonds Other than protdi the Policy, and except for the Premium, AGM will not use any portionof the Bond predeeds; Provided, however, that AGM or its affiliates may independently provide a guaranteed investrrient Contract for the inveStrnent of alt or a portion of the proceeds of the Bonds, (vli) excePtfor payments under the Policy in the case of Nonpayment by the tsuer, there is no obligation to pay any amount of principal or on the Bonds by AGM, (viii) AG.M does not expect that a diairn will be made on the Policy, (ix) the IsSuer Is not entitled to a -refund of the premium for the Policy in the event 6 Bond IS retired before the final maturity date, and (x) for Bonds which are secured by a debt service reserve fund, AGM Would not have issued the Policy unless the authorizing or security: agreernent for the Bonds provided for a debt Servico reserve fundftinded and -Maintained in an amount at least equal to, as of any particular date of computation, the reserve requirement es set forth in such agreement. AGM makes no representation as to the nature- of the ihterest.to be paid on the elide Or the_ treatment ofthe Policy under Section 1.1441-4(f) Ofthe Income Tax Regulationt. Dated: •July 21, 2011 ASSURE-0 GUARANTY MUNICIPAL CORP. Authorizy 'Officer ATTACHMENT D to Tax Compliance Certificate of Issuer Pertaining to $70,645,000 City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A Dated as of July 21, 2011 CERTIFICATE OF FINANCIAL ADVISOR This certificate is being delivered by First Southwest Company, as Financial Advisor to the Issuer, in connection with the issuance of the Issue pursuant to the Resolution. Based on its records and information available to the undersigned which the undersigned believes to be correct, the Financial Advisor represents as follows: (1) Information Return. For purposes of the Information Return required by Section 149(e) of the Code to be filed in connection with the Issue: • The weighted average maturity of the Issue is 13.5024 years and the remaining weighted average maturity of the Original Issue is 3.3676 years. • The Yield on the Issue, calculated in accordance with Section 148(h) of the Code and Treasury Regulations § 1.148-4, is 5.4521 %. That is the Yield that, when used in computing the present worth of all payments of principal and interest to be paid on the Issue, computed on the basis of a 360 day year and semi-annual compounding, produces an amount equal to the aggregate Issue Price of the Issue as certified by the Underwriter. (2) Reasonably Required Reserve. The maximum and average annual Debt Service on the Issue are $7,003,900.00 and $6,378,595.61, respectively, and 125% of the average annual Debt Service on the Issue is $7,973,244.51. (3) Premium Bonds Subject to Optional Redemption. The bonds of the Issue maturing in the years 2025, 2026, 2028, 2029 and 2030 are the only bonds of the Issue that are subject to optional redemption before maturity and have an Initial Offering Price that exceeds their stated redemption price at maturity by more than one fourth of 1 % multiplied by the product of their stated redemption price at maturity and the number of complete years to their first optional redemption date. Accordingly, in computing the Yield on the Issue stated in paragraph (2), such bonds were treated, pursuant to Treasury Regulations §1.148-4(b)(3), as retired on their optional redemption date or at maturity to result in the lowest Yield on the Issue. No bond of the Issue is subject to optional redemption within five years of the Issuance Date of the Issue. The signer is an officer of the Financial Advisor and duly authorized to execute and deliver this Certificate of Financial Advisor. The Financial Advisor understands that the certifications contained in this Certificate will be relied on by the Issuer in making certain of its Miami Sp. Obs 2011 TCC Cinti#89584.1 D-1 representations in its Tax Compliance Certificate and in completing and filing the Information Return for the Issue, and by Squire, Sanders & Dempsey (US) LLP, as bond counsel, in rendering certain of its legal opinions in connection with the issuance of the Issue. Dated: July 21, 2011 FIRST SOUTHWEST COMPANY By: Title: Miami Sp. Obs 2011 TCC Cinti#89584.1 D-2