HomeMy WebLinkAboutExhibitTitv 4(iumi
ANNIE PEREZ, CPPO DANIEL J. ALFONSO
Chief Procurement Officer City Manager
SUPPLEMENT TO AGREEMENT WITH TUSA CONSULTING SERVICES
II, LLC TO PROVIDE CONSULTING SERVICES IN SUPPORT OF THE
OKLAHOMA CITY PUBLIC SAFETY P25 TRUNKED RADIO SYSTEM
UPGRADE IMPLEMENTATION
The City of Miami (City) is accessing the above -mentioned Agreement to procure a consultant to
assist the City with the implementation of the P25 trunked radio system. That certain Agreement titled
"Consultant Services Agreement between Tusa Consulting Service and the City of Oklahoma"
("Agreement") made and entered effective as of December 30, 2014, is attached hereto and is
incorporated by reference herein. This Supplement to the Agreement between Oklahoma City and
Tusa Consulting Services II, LLC ("Tusa") includes City of Miami legal requirements, and shall
become a part of the Agreement. The term of this Agreement is as stated in Section 1 of the
Agreement. The effective date of access by the City of Miami is
a) Applicable Law, Venue and Attorney's Fees:
This Agreement with the City of Miami will be governed by and construed under the laws of the
State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings
between Tusa and the City of Miami will be in a court of competent jurisdiction located in Miami -
Dade County, Florida. Each party shall bear their own respective attorneys fees.
b) Audit and Inspection Rights:
The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code
are deemed as being incorporated by reference herein and additionally apply to this Agreement.
c) Public Records:
Notwithstanding any other provisions of the Agreement, Tusa hereby agrees and understands
that the public shall have access, at all reasonable times, to all documents and information
pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific
exemptions there from, and Lessor agrees to allow access by the City and the public to all
documents subject to disclosure under applicable law unless there is a specific exemption from
such access. Tusa's failure or refusal to comply with the provisions of this section shall result in
immediate termination of the e Agreement by the City.
Pursuant to the provisions of Section 119.0701, Florida Statutes, Tusa must comply with the
Florida Public Records Laws, specifically Tusa must:
Page 1
1) Keep and maintain public records required by the public agency to perform the
service.
2) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
this chapter or as otherwise provided by law.
3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
4) Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required
by the public agency to perform the service. If the contractor transfers all public
records to the public agency upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the contractor keeps and maintains public
records upon completion of the contract, the contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of
public records, in a format that is compatible with the information technology systems
of the public agency.
5) Should Tusa determine to dispute any public access provision required by Florida
Statutes, then Lessor shall do so at its own expense and at no cost to the City. IF
TUSA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO IN-TELLIGENT'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT (305) 416-1830, Via email at
PublicRecords[a)miamigov.com, or regular email at City of Miami Office of the
City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130,
d) Notices:
TO THE CITY:
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria Mendez
City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Page 2
TO TUSA:
Ricardo Falero
General Services Administration Director
City of Miami
1390 NW 20 Street
Miami, FL 33142
Tusa Consulting Services II, LLC
Att: Nick Tusa
75757 Highway 1082
Covington, LA 70435
e) Laws and Ordinances:
Tusa shall be responsible to follow and observe all applicable laws, rules, regulations and
ordinances of the City, County, State, Federal governments or other public agencies having
jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and
operations being conducted pursuant to this Agreement.
f) Contingency Clause:
g)
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable
laws, City programs or policies, or regulations, upon thirty (30) days written notice.
Force Majeure:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority,
fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic,
riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the
event that either party is delayed in the performance of any act or obligation pursuant to or
required by the Agreement by reason of a Force Majeure Event, the time for required completion
of such act or obligation shall be extended by the number of days equal to the total number of
days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking
delay in performance shall give notice to the other party specifying the anticipated duration of
the delay, and if such delay shall extend beyond the duration specified in such notice, additional
notice shall be repeated no less than monthly so long as such delay due to a Force Majeure
Event continues. Any party seeking delay in performance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing such delay and shall cooperate with the other
party to overcome any delay that has resulted.
h) No Conflict of Interest:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of
interest, Tusa hereby certifies to the City that no individual member of Tusa, no employee, and
no subcontractors under this Agreement or any immediate family member of any of the same is
also a member of any board, commission, or agency of the City. Tusa hereby represents and
warrants to the City that throughout the term of this Agreement, Tusa, its employees, and its
subcontractors will abide by this prohibition of the City Code.
Page 3
i) No Third -Party Beneficiary:
No persons other than the Tusa and the City (and their successors and assigns) shall have any
rights whatsoever under this Agreement.
j) Counterparts:
This Agreement may be executed in three (3) or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute one and the same
agreement.
k) Compliance with Tax -Exempt Compliance and Other Financing Compliance:
Tulsa shall comply and shall assist the City to comply with the tax-exempt financing compliance
and other ongoing compliance for the System required by the City's Master Equipment Lease
Purchase Agreement, dated as of August 18, 2017, with Signature Public Funding Corp. and
with the Tax Compliance Certificate related thereto, both of which are attached hereto and
incorporated hereby as Composite Exhibit C.
I) Exhibits to Supplement:
1) Exhibit A, Price Schedule, are the not -to -exceed negotiated price for providing all services in
the Scope of Services, Exhibit B. The price includes all costs associated to provide the
services.
2) Exhibit B, Scope of Services presents all tasks necessary to provide the project management
and implementation of the Public Safety P25 Trunked Radio System.
3) Composite Exhibit C, Master Equipment Lease Purchase Agreement, dated as of August 18,
2017, and related Tax Compliance Certificate.
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}
Page 4
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
Tusa Consulting Services II, LLC, a CITY OF MIAMI, a Florida municipal
limited liability company corporation:
BY: By:
Daniel J. Alfonso, City Manager
Print Name:
Title:
DATE:
DATE:
ATTEST: ATTEST:
Print Name:
Corporate Secretary/Notary Public Todd Hannon, City Clerk
Corporate Seal/Notary Seal
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL
REQUIREMENTS: FORM AND CORRECTNESS:
Ann -Marie Sharpe, Director, Risk Management Victoria Mendez, City Attorney
Page 5
Sec. 18-101. - Inspections.
(a)
(b)
(c)
CITY OF 11,1120,1I PROCUREIVIENT ORDINANCE
SECTIONS 18-101 and 18-102
Solicitations and contractual provisions, City contracts shall provide that the City may
inspect goods or services at the facilities of the contractual party and perform tests to determine
whether they conform to solicitation requirements contained in invitation for bids or requests for
proposals or, after award, to the terms and conditions of the contract, Such inspections and tests
shall be perfornied in accordance with the terms and conditions of the solicitation and contract.
Procedures or tests and inspections.
(1) The Chief Procurement Officer may specify general operational procedures governing
the test and inspection of all goods or services, sales or leases being performed under
City contract by City departments, offices and individual purchasing agents.
(2) The Chief Procurement Officer shall inspect or supervise the inspection of all deliveries
of supplies, materials, equipment, contractual services or performance under lease
agreements to determine conformance with the teens and conditions upon which the
order or contract was based. Any purchasing agent or department may be authorized by
the Chief Procurement Officer to inspect deliveries or contract performance in the
nianner stipulated with the approval of the Citv Manager.
(3) The Chief Procurement Officer may prescribe chemical, physical and other performance
tests for goods or services, including samples submitted with bids or offers and samples
of deliveries and performance to determine their quality and conformance with the terms
and conditions of the solicitation or contract, ti the performance of such tests or
inspections, the Chief Procurement Officer shall have the authority to make use of the
laboratory facilities of any department of the City or any outside laboratory or special
expertise available to evaluate service performance.
Conduct of inspections. Whenever possible, inspections and tests shall be performed so as not to
unduly delay or inconvenience the contractual parties. Contractual parties shall make available at
no charge to the City all reasonable facilities and assistance, in order to facilitate the performance
of inspections or tests by City representative.
(Ord. No. 12271, § 2, 8-22-02)
• Sec. 18-102. - Audits.
(a) Solicitations and contractual provIsions. City contracts shall provide that the City may
inspect the books and records of contractual parties to determine conformance with the
solicitation requirements contained in the invitation for bids or request for proposals or, after
award, with the terms and conditions of the contract.
(b) Procedures for audits.
(1)
(2)
The Chief Procurement Officer may specify the general procedures for inspection of
books and records and for the conduct of audits of all goods or services, sales or leases
under City contracts.
An audit may be required when, in respect to an actual or prospective contractual party,
there is:
a. A question as to the adequacy of accounting policies or cost systems;
b. A substantial change in the methods or levels of operations;
c. Previous unfavorable experience indicating doubtful reliability of estimating,
accounting or purchasing methods;
d. A lack ()roost experience due to the procurement of a new supply or service; or
e. Other evidence that an audit is in the City's best interests as determined by the Chief
Procurement Officer, the City Manager or the City Commission.
(c)
Conduct of audits. Whenever possible, audits shall be performed so as not to unduly delay or
inconvenience the contractual party. Contractual parties shall make available at no charge to the City
all reasonable facilities and assistance, for the convenience of the City representatives performing the
audit.
(Ord. No. 12271, § 2, 8-22-02)
City of Miami, Florida 800 MHz P25 Radio System Project
Management and Implementation
EXHIBIT A
PRICE SCHEDULE
Price shown below is the not -to -exceed price for providing all services as stated in the Scope of
Services (Exhibit B), The price includes all costs associated to provide these services.
A. Not to Exceed Price: $187,900
B. Breakdown of Not -to -Exceed Price
The breakdown of the above not -to -exceed price in presented below. The breakdown includes the
not -to -exceed rates for each tasks required to complete the services.
TASKS
Estimated
Hours of
Labor
Number of
Multi -Day Trips
Not to Exceed
Price
Task 1: Kick-off
80
1
$14 000 00
Task 2: System Design Review
80
1
$14,000.00
Task 3: Installation and Transition Plan
80
2
$16,000.00
Task 4: Fleetmap Development, User Radio
Template Design
100
5
$25,000.00
Task 5: Factory Acceptance Testing
56
2
$12,400.00
Task 6: New System Construction Oversight
6.1: Civil Construction Oversight
6.2: Radio System Installation Oversight
150
10
$42,500.00
Task 7: System Acceptance Testing
40
2
$10,000.00
Task 8: Coverage Acceptance Testing
160
2
(extended day)
$34,000.00
Task 9: Cutover Planning and Execution
40
2
$10,000.00
Task 10: Punch List, Final Inspection and
System Acceptance
40
2
$10,040.00
TOTALS
826
29
$187,900,00
Contingency Hours for
Additional Miscellaneous Services
200
TBD
$150.00
per hour
Notes:
1) The not -to exceed price in Sections A and B, shall remain firm and fixed for the term of the
Contract, including any renewals or extensions thereof,
2) The rates above include all costs to include normal administrative fees, including all out of pocket
expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the
Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, which
is incorporated in this price schedule, as they will not be reimbursed separately by the City.
3) The contingency hours will be paid at the not -to -exceed price, should the City require any services
above and beyond the scope in Exhibit B.
City of Miami, Florida 800 MHz P25 Radio System
EXHIBIT B
SCOPE OF SERVICES
PROJECT MANAGEMENT AND IMPLEMENTATION
The Project/Implementation Manager (P/IM) will report to the Information Technology
Department. The services herein will be will be required for up to twenty-four (24) months.
1. Overall Project Management
The P/IM shall:
1) Managing the overall project schedule;
2) Assigning roles, responsibilities and tasks;
3) Preparing meeting agendas;
4) Leading project meetings and conference calls; and
5) Providing Stakeholder Meetings/briefings.
2. Change Order Management
The PM shall:
1) Be responsible for all communications from the City to the Contractor under Contract No.
RFP 592382 (Contractor), and responses;
2) Provide weekly status and/or progress reports; and
3) Perform periodic risk assessments.
3. Monthly On -Site Project Meetings and a Weekly Project Conference Call
The PiliV1 shall facilitate on -site project meetings and or conference calls as required in order to
maintain the project schedule.
4. Tasks
The P/IM shall handle all tasks necessary to perform the scope of services, but not limited to:
Task 1: Phase Kick-off
The PIIM shall lead a kick-off meeting to begin the implementation phase. The project
schedule will be reviewed among stakeholders and revised as necessary. The P/IM shall
establish a communications plan in which the hierarchy of decision making will be established,
schedules for all meetings and conference calls will be coordinated and set, the project team
will be established and roles, responsibilities, and tasks will be assigned after review and
approval of the Project Plan,
Task 2: System Design Review
The P/IM, in conjunction with the Contractor's Project Manager, shall guide the City through
this process, eliminating excess material and unneeded options, in an effort to obtain the best
system design, while assuring that all Contractor's contractual obligations are met. The
conclusion of System Design Review (SDR) authorizes the Contractor to begin building the
system in the factory to prepare for system staging.
Task 3: Installation and Transition Plan
The P/IM will assist the City in the development of a detailed installation and transition plan
that will follow the Project Plan, This plan will maintain operation of the current public safety
City of Miami, Florida 800 MHz P25 Radio System
EXHIBIT B
SCOPE OF SERVICES
PROJECT MANAGEMENT AND IMPLEMENTATION
radio communications system infrastructure during the radio equipment installation and during
acceptance
and commissioning of the new radio system for operation. The plan will account for the
decommissioning of the legacy system components as appropriate.
Task 4: Fleetmap Development, User Radio Template Design
The PIIM shall assist the City with radio configuration and generation of a system wide fleet
map to maximize the radio system performance for the end user.
Task 5—Factory Acceptance Testing
The PIIM shall:
a. Lead the City in the development and approval of the Contractor's Factory Acceptance
Test Plan (FATP).
b. Lead the City in the development and approval of the Contractor's microwave FATP.
c. Participate in the testing along with the City of Miami resources assigned to witness and
document the tests before recommending acceptance of the system at the factory. This
gives both the City and the Contractor the opportunity to test each feature of the system
prior to shipment, resolve any issues and make any necessary changes to the system.
Task 6: New System Construction Oversight
New system construction is typically comprised of a civil component and a radio system
equipment component. The civil components and radio system components will be clearly
detailed in agreed upon milestones negotiated with the Contractor.
Task 6.1: Civil Construction Oversight
a. The civil component typically involves (if required):
b. Compound improvements
c. Fencing
d. Foundations
e. Power equipment
f. Ground systems
g. ATS/MTS/UPS
h. Generator
I. Fuel system
j. Shelter improvements
k. Tower improvements
1. Other civil construction items
The radio system equipment component typically involves all Fixed Network Equipment (FNE),
microwave equipment and their related support systems.
The PIIM shall:
a. Provide oversight of the installation of the civil components and the new radio system.
City of Miami, Florida SOO MHz P25 Radio System
EXHIBIT 8
SCOPE OF SERVICES
PROJECT MANAGEMENT AND IMPLEMENTATION
b. In coordination with assigned City of Miami (City) resources shall review and approve (as
applicable) Contractor submitted schedules, drawings, civil vendor invoices, change
orders, applications for payment and other civil construction related documents.
c. Perform an initial and final punch list inspection of the civil installations at the
communication sites, once all sites are complete, to assure all contract requirements have
been met and that the Contractor has conformed to all industry standards and local code.
d. In coordination with the City's resources, shall jointly perform an initial inspection of all civil
installations and will prepare and issue to the Contractor, a punch list documenting any
deficiencies.
Once the Contractor has resolved all punch list deficiencies, the P/IM and City's resources will
jointly perform a final inspection of the civil installation. Only when all punch list items have
been resolved, and verified through a final inspection, the PAM and City's resources will
recommend acceptance of the communications site civil installation.
Task 6.2: Radio System Installation Oversight
The radio system equipment component typically involves a 1 FNE, microwave equipment and
their related support systems.
The P/IM shall review and approve (as applicable) Contractor's submitted schedules,
drawings, site audits, invoices, change orders, applications for payment and other project
related documents and recommend approval as applicable.
Task 7: System Acceptance Testing
The P/IM in coordination with assigned City's resources will lead the• City in the development,
approval and execution of a complete Contractor System Acceptance Test Plan (SATP). The
SATP will be a system -by -system (radio, microwave, consoles, etc.) test of the radio network.
The P/IM shall provide technical assistance, witness and document the system by system
testing and recommend approval, only after all contract and contractual requirements have
been met by the Contractor.
Task 8: Coverage Acceptance Testing
The Piltvi shall:
a. In coordination with assigned City's resources shall lead the City in the development and
approval of the Contractor's Coverage Acceptance Test Plan (CATP).
b. In coordination with City's resources shall review and approve the CATP that will ultimately
be provided by the Contractor and confirm that it is consistent with the Contractor's
coverage predictions, industry standards and meets the requirements of the contract, as
well as contractual commitments,
c. Upon completion of testing, in coordination with City's resources, shall review the test
results and recommend approval only when all coverage requirements have been met by
the Contractor.
Task 9: Cutover Planning and Execution
The PM! shall work with the City and Contractor to develop an appropriate and detailed
cutover plan, along with a fall back contingency plan, that allows orderly cutover while
maintaining required ongoing critical operations. The P/IM shall provide support onsite,
for/through cutover, and will provide additional remote support through cutover.
City of Miami, Florida 800 MHz P25 Radio System
EXHIBIT
SCOPE OF SERVICES
PROJECT MANAGEMENT AND IMPLEMENTATION
Task 10: Punch List, Final Inspection and System Acceptance
The PRIM shall maintain an independent punch list and assure that all observed punch list
items are corrected and the system is ready for final acceptance. Once all the end users are
operational, a thirty (30) day test period will begin where the system must operate without a
major failure under full user load. Only after the completion of thirty (30) day acceptance test,
punch list clearing and receipt of all Contractor documentation and deliverables, the PM and
City's Team will recommend system acceptance and commencement of warranty,
5. Additional Miscellaneous Services
The City may require the P/IM to perform miscellaneous services, over and above the scope, at
the discretion of the City, during the contract period, as deemed necessary by the City. The RIM
will be paid at the negotiated not -to -exceed hourly rate for these miscellaneous services
COMPOSITE EXHIBIT C
MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
AND
TAX COMPLIANCE CERTIFICATE
INDEX TO LEGAL DOCUMENTS
NON -BANK -QUALIFIED, COVENANT TO BUDGET AND APPROPRIATE
TAX-EXEMPT MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT
DATED AUGUST 18, 2017 BY AND BETWEEN
SIGNATURE PUBLIC FUNDING CORP.
And
CITY OF MIAMI, FL
Lease Documents:
Tab 1: Master Equipment Lease -Purchase Agreement;
Tab 2: Exhibit A - Equipment Schedule;
Tab 3: Exhibit B - Acceptance Certificate;
Tab 4: Exhibit C-1 - Insurance Coverage Request;
Tab 5: Exhibit C-2 - Self -Insurance Rider (if applicable);
Tab 6: Exhibit D - [Reserved];
Tab 7: Exhibit E - Incumbency Certificate;
Tab 8: Exhibit F-1 - Form of Opinion of Lessee's Counsel; and
Exhibit F-2 — Form of Opinion of Bond Counsel;
Tab 9: Exhibit G — Deliverables of Lessee:
Certificate Regarding Interest Rate, and Notice of Sale to FL Division of Bond Finance;
Tab 10: Exhibit H: Lessor's Investor and Disclosure Letters;
Tab 11: Exhibit I - Form of Notice and Acknowledgment of Assignment;
SIGNATURE
PUBLIC LIC FUNDING
City of Miami/ Signature Public Funding Corp.
Equipment Lease -Purchase Agreement
Page 0 of 10
August 18, 2017
SIGNATURE PUBLIC FUNDING CORP.
MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT NO.
This MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT (the "Agreement"), dated as of August 18, 2017
is made and entered into by and between SIGNATURE PUBLIC FUNDING CORP., a New York corporation, as lessor
(the "Lessor"), and CITY OF MIAMI, a municipal corporation of the State of Florida, as lessee ("Lessee").
WHEREAS, for the benefit of the inhabitants of the Lessee, the Lessee finds, determines and declares that it is
necessary for the continued preservation of the health, welfare, convenience and safety of the Issuer and its inhabitants to
finance and acquire the Equipment. Issuance ofa Schedule to finance the cost of the Equipment satisfies a public purpose.
WHEREAS, Lessee is without adequate, currently available funds to pay the costs of acquiring and financing the
Equipment, and it is necessary and desirable and in the best interests of the Lessee that it borrow the moneys necessary Io
accomplish the financing of the costs necessary to acquire the Equipment,
WHEREAS, each Lease will be paid solely from legally available Non -Ad Valorem Revenues duly budgeted
and appropriated for such payment; however, the Issuer will be permitted to make payments from any and al! legally
available funds. The Lessee has determined that Non -Ad Valorem Revenues should be sufficient to pay the Lease, as the
same become due.
WHEREAS, neither the Lessee, nor the State of Florida or any political subdivision thereof or governmental
authority or body therein, shall ever be required to levy ad valorem taxes to pay each Lease and each Lease shall not
constitute a lien upon the Equipment, or upon any properties owned by or situated within the Lessee, except as provided
herein with respect to the Non -Ad Valorem Revenues, in the manner and to the extent provided herein.
WHEREAS, upon executing a Schedule, the Lessee has received an offer from the Lessor to finance the
Equipment.
WHEREAS, because of the characteristics ofa Lease, prevailing market conditions, and additional savings to be
realized from an expeditious financing under a Lease, it is in the best interest of the Lessee to accept the offer of the
Lessor to finance the Equipment under a Lease at a private negotiated sale. Prior to the issuance of the Lease, the Lessee
shall receive from the Lessor an Investor Letter, the form of which is attached hereto as Exhibit K and a Disclosure Letter
containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit K.
NOW THEREFORE, each Lease entered into hereunder is pursuant to the provisions of the Constitution of
Florida, Chapter 166, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), together with any
necessary authorizing resolutions, notices to proceed or other applicable action of the Lessee's governing body
(collectively, the "Resolution"), and in consideration of the mutual covenants herein contained, the parties hereto agree as
follows;
ARTICLE I. DEFINITIONS AND EXHIBITS
Section I.I. Definitions. The following terms have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule
certifying as to the delivery, installation and acceptance of Equipment.
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date" means the date first written above.
"Authorized Investments" means any investments, obligations, agreements or other financial instruments to the extent not
inconsistent with the term of the investment policy of the Lessee and applicable law.
City of Miami/ Signature Public Funding Corp
Equipment Lense•Purehase Agreement
Page I of 13
August II, 1017
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from
time to time thereunder,
"Default Rate" means the lesser of 12% per annum, or the maximum rated permitted by law.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Costs" means a portion of the cost of undertaking acquisition of the Equipment including, but not limited to:
engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely
to the Equipment; the costs of acquiring and installing the Equipment, reimbursement to the Lessee for any sums
heretofore expended for the foregoing purposes and such other costs and expenses as may be necessary or incidental to the
financing or refinancing of the Equipment.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to
Equipment Group.
"Events of Default°' means those events described in Section 12.1.
"Fiscal Year" means each 12-month fiscal period of Lessee which commences on each October I and ends on September
30 of the following calendar year.
"Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendors) named in the related
Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure
described in Section 2.4 is utilized, the date Lessor deposits funds equal to such Equipment Costs into the Project Fund,
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment
Schedule,
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto,
which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule.
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as
specified in Section 3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining
after payment therefrom of all expenses incurred in the collection thereof,
"Non -Ad Valorem Revenues" means all revenues of the Lessee derived from any source whatsoever other than revenues
derived from ad valorem taxes imposed on real or personal property, but only to the extent that such revenues are legally
available to make payments under the Lease.
"Paying Agent" means an officer of the Lessee or the bank or trust company which the Lessee may from time to time
designated to serve as paying agent with respect to any Lease. The Paying Agent shall initially be the Finance Director
with respect to each Lease hereunder, unless set forth to the contrary on any Equipment Schedule,
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and
limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal
entities, and natural persons.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment
Schedule,
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule
indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making
the Rental Payment due on such Payment Date.
"Project Fund" has the meaning set forth in Section 2.4 and any Equipment Schedule, if and as applicable.
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"Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered
Owner of each Lease.
"Registered Owner" means the Person in whose name the ownership of Lessor's interest in the Rental Payments under
each Lease is registered on the books maintained by the Registrar. The initia[ Registered Owner of each Lease shall be the
Lessor.
"Registrar" means the Person maintaining the Register. The Registrar for each Lease shall initially be the Finance
Director.
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Date.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment
from a Vendor.
"Stater" means the State of Florida,
"Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has
contracted for the manufacture, delivery and/or installation of the Equipment.
Section 1.2. Exhibits.
Exhibit A: Equipment Schedule including Payment Schedule.
Exhibit B: Acceptance Certificate.
Exhibit C-1: Confirmation of Outside Insurance.
Exhibit C-2: Self -Insurance Rider and Lessor Consent (if applicable).
Exhibit D: Essential Use Certificate (unless waived).
Exhibit E: Incumbency Certificate.
Exhibit F: Form of Opinion of Counsel to Lessee and Form of Opinion of Lessee's Bond Counsel.
Exhibit G: Deliverables of Lessee.
Exhibit H: Lessor's Investor and Disclosure Letters.
Exhibit I: Form of Notice and Acknowledgement of Assignment.
ARTICLE II. LEASE OF EQUIPMENT
Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with
a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such
equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as the
Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease
hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution
by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee.
Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee
for any payment made to a Vendor for an Equipment Group (or, if the procedure described in Section 2.4 hereof is
utilized, fund the Project Fund, if applicable) until five (5) business days after Lessor has received all of the following in
form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) Lessee has
provided Lessor with a copy of its initial Notice to Proceed; (c) a resolution or evidence of other official action taken by or
on behalf of the Lessee to authorize the acquisition of the Equipment Group on the terms provided in such Equipment
Schedule; (d) a Tax Compliance Certificate in such form as acceptable to Lessor and Lessee and their respective counsels;
(e) evidence of insurance with respect to the Equipment Group in compliance with Article Vll of this Agreement; (f)
Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee,
evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) the
original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is
part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G and
evidence of filing thereof; (g) an opinion of counsel to the Lessee substantially in the form of Exhibit F-1 hereto; (i) and
opinion of Bond Counsel to the Lessee in substantially the form of Exhibit F-2 hereto and (j) any other documents or items
reasonably required by Lessor. The Lessee shall pay all costs and expenses in connection with the preparation and
execution of each Lease. After the initial funding on the closing date for each Lease and in connection with each
disbursement Lessee makes to any Vendor or any payment Lessee makes with respect to the Equipment, an Acceptance
Certificate in the form included with Exhibit B hereto
Section 2.3. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the
Equipment from Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and
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peaceably have and hold each Equipment Group during the related Lease Term, except as expressly set forth in this
Agreement.
Section 2.4. Project Fund Procedure. If Lessor and Lessee agree on any Equipment Schedule hereunder that the cost of
an Equipment Group is to be paid from a Project Fund and held by Lessee's Paying Agent, then; (a) Simultaneously with
the execution of the Equipment Schedule, net proceeds of the Equipment Costs remaining after payment of costs and
expenses in connection with the preparation and execution of the Lease shall be deposited into a separate account which
will be created, established, and entitled in each applicable Equipment Schedule (the "Project Fund") that is held by
Lessee's Paying Agent and shall be used to pay the balance of all Equipment Costs; (b) Monies in the Project Fund shall
be invested in Authorized Investments, and all income derived therefrom shall be deposited in the Project Fund until the
Equipment Group has been acquired and installed, at which time such income, together with any balance remaining in the
Project Fund, shall be used in accordance with Section 2.4(c) of this Agreement, as may be amended or superseded by any
contradictory language set forth in an Equipment Schedule; (c) Upon completion of the acquisition and installation of an
Equipment Group (as evidenced by a Final Acceptance Certificate), the Lessee shall (at Lessee's option, but assuming that
no Event of Default has occurred and is continuing and that Lessor has provided its written agreement (if and as required
herein)) use any remaining funds in the Project Fund to either: (i) if any remaining funds in the Project Fund are less than
or equal to the next regularly scheduled Rental Payment, apply such funds to the next Rental Payment in accordance with
Article IV hereof, without Lessor's written agreement, or (ii) if any remaining funds in the Project Fund are greater than
the next regularly scheduled Rental Payment and only if such use of unspent proceeds is allowed by the Code at such time
to pay prepayment premium (if any/applicable), then pay the pro rata portion of Prepayment Price and other amounts due
under the Lease in accordance with Article V of this Agreement, without Lessor's written agreement, but subject to any
express and contradictory terms in any Equipment Schedule, or (iii) apply such funds to the purchase of additional
Equipment (subject to Lessor's written agreement, which shall not be unreasonably withheld or delayed), or (iv) for any
other lawful purpose, subject both to Lessor's prior written agreement (which shall not be unreasonably withheld or
delayed) and receipt of an opinion on bond counsel to Lessee that such use will not, in and of itself, result in an Event of
Taxability; (d) To the extent there are no other available funds held hereunder and upon prior receipt of a written opinion
of Lessee's bond counsel that such use will not, in and of itself, result in an Event of Taxability, the Lessee shall use any
remaining funds in the Project Fund to pay Rental Payments and other amounts due on the Lease upon an Event of Default
and in accordance with Articles V and XII hereunder; and (d) In all cases, the Project Fund shall be kept separate and
apart from all other funds of the Lessee and the moneys on deposit therein shall be withdrawn, used and applied by the
Lessee solely for the purposes set forth herein. Such proceeds shall be and constitute trust funds for such purpose and there
is hereby created a lien in favor of the Lessor upon such money until so applied by the Lessee solely and exclusively to the
Equipment Costs and for such other purposes set forth herein. For avoidance of doubt, the express requirements of any
Equipment Schedule (such as a direction on the use of Equipment Costs that represent contingency funds) will supersede
the provisions contained in this Agreement.
ARTICLE 111. TERM
Section 3.1. Term. This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under
Section 12.2, or (b) the expiration of all Equipment Schedules hereunder; provided, however, no Equipment Schedules
shall be executed after any Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a
Lease Term commencing upon the Lease Date and ending as provided in Section 3.2.
Section 3.2. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurrence
of the first of the following events: (a) the payment of the Prepayment Price by Lessee pursuant to Article V; (b) an Event
of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XII; or (c) the payment by Lessee
of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease,
ARTICLE IV. RENTAL PAYMENTS
Section 4.1. Rental Payments; Limited Obligation. In accordance with the terms of this Agreement, the Lessee agrees
to pay the Rental Payments due as specified in the Payment Schedule set forth on any Equipment Schedule hereto, the
form of which is attached as Exhibit A. A portion of each Rental Payment is paid as interest as specified in the Payment
Schedule of each Lease, and the first Rental Payment will include Interest accruing from the Funding Date. Lessor is
authorized to insert the due date of the first Rental Payment in the Payment Schedule. All Rental Payments shall be paid
to Lessor, or to such authorized assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or
such authorized assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefor. No Lease hereunder
shall be or constitute general obligations or indebtedness of the Lessee as "Note" within the meaning of Article VII,
Section 12 of the Constitution of Florida, but shall be payable from the Non -Ad Valorem Revenues, in the manner and to
the extent provided herein. Neither the Lessor, nor any authorized assignee of any Lease issued hereunder shall ever have
the right to compel the exercise of any ad valorem taxing power to pay such Lease, or be entitled to payment of such Lease
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from any funds of the Lessee except fi-om the Non -Ad Valorem Revenues, in the manner and to the extent provided
herein. Nothing in this section shall be construed as to limit the Lessee's ability to use any other legally available revenues
to make any payments coming due.
Section 4.2. Security for a Lease. The Lessee hereby covenants and agrees to prepare, approve and appropriate (in
accordance with applicable law and budgetary processes), in its annual budget for each Fiscal Year, beginning October 1,
2017, by amendment if necessary, legally available Non -Ad Valorem Revenues of the Lessee in an amount which is
sufficient to pay the amounts under the Lease then due and payable. Such covenant and agreement on the part of the
Lessee to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative,
and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required
payments under the Lease as and when due, including any delinquent payments, shall have been budgeted, appropriated
and actually paid into the appropriate funds and accounts hereunder. Such covenants shall not constitute a lien, either legal
or equitable, on any of the Lessee's legally available Non -Ad Valorem Revenues. The obligation of the Lessee under this
Section shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and
transferred to the Lessor, as provided herein. During each Fiscal Year, the Lessee may not expend moneys not
appropriated or in excess of its current budgeted revenues for such Fiscal Year, except as such budget is subsequently
amended from time to time for each such Fiscal Year, The obligation of the Lessee to budget, appropriate and to make
payments hereunder from its legally available Non -Ad Valorem Revenues is subject to the availability of Non -Ad
Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such
revenues and after satisfying funding requirements for essential governmental services of the Lessee.
Section 4.3. Unconditional Rental Payments. Lessee's obligation to make Rental Payments and any other payments
required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not
withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or
counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other
payments shall not be abated or mitigated through accident, unforeseen circumstances, failure of the Equipment to perform
as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the
Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or
temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain.
ARTICLE V. OPTION TO PREPAY
Section 5.1. Option to Prej ay. Lessee shall have the option to prepay its obligations under any Lease in whole but not
in part on any Payment Date on or after the Prepayment Option Commencement Date (as set forth in the applicable
Equipment Schedule) for the then applicable Prepayment Price (which may include a prepayment fee) as set forth in the
related Payment Schedule, provided there has been no Event of Default.
Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its written intention to exercise its option not less
than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than
such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related
Lease (including the Rental Payment due on the Payment Date on which the option shall be effective) and the applicable
Prepayment Price set forth in the related Payment Schedule, In the event that all such amounts are not received by Lessor
on such Payment Date, such written notice by Lessee of exercise of its option to prepay shall be void and the related Lease
shall continue in full force and effect.
Section 5.3. Release of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any
Equipment Group, the Lease with respect to such Equipment Group shall terminate, Lessor's interests (if any) shall be
released, and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any interest, lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and
by its execution of an Equipment Schedule shall continue to represent and warrant as of each Lease Date as follows:
(a) Lessee is a municipal corporation of the State, duly organized and existing under the Constitution and laws of the
State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the
transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease,
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action
of Lessee's governing body.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding
obligation of Lessee, enforceable against Lessee in accordance with their respective ternis, subject to applicable
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bankruptcy laws, insolvency, reorganization, moratorium, or other similar laws and the general application of equitable
principles relating to or affecting the enforcement of creditor's rights.
(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any
State or federal law or local law or ordinance (including, without limitation, any public bidding, open meeting, notice, and
procurement requirements), or any order, writ, injunction, decree, or regulation of any court or other governmental agency
or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any material term or provision of,
or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to
which Lessee is bound, the effect of which would be to affect the Lessee's ability to perform its obligations under the
Lease.
(e) To the best of the Lessee's knowledge, information and belief, there is no action, suit, proceeding, claim, inquiry
or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best
of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement
or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this
Agreement or any Lease.
(f) Lessee will furnish Lessor (i) within 180 days after the end of each Fiscal Year of Lessee, a copy of its.
audited financial statements for such Fiscal Year, which audited financial statements shall include a balance sheet, a
statement of revenues, expenses and changes in fund balances for budget and actual, a statement of cash flows, notes,
schedules and any attachments to the financial statements; (ii) as soon as practical upon becoming publicly available, a
copy of Lessee's current budget or other proof of appropriation for the ensuing Fiscal Year; (iii) promptly after
Lessor's written request, a copy of any interim updates or modifications to Lessee's adopted budget and such other
information relating to Lessee's ability to continue the Lease Term of each Lease for such Fiscal Year as may be
reasonably requested by Lessor; and (iv) promptly, but not later than 30 days after such information is available, after
Lessor's written request, such financial and other reasonable information as Lessor may reasonably request. The financial
statements described in clause (f)(i) shall be accompanied by an unqualified opinion of Lessee's auditor. Credit
information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective
successors and assigns. Lessee will have been deemed to have complied with this covenant so long as the financial
information required hereunder is provided in a readily available and free of charge on-line or electronic format.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide
moneys sufficient to pay closing cost amounts due in the current Fiscal Year, and shall take beginning in September 2017
all lawful actions to provide monies sufficient to pay all Rental Payments during all Fiscal Years, beginning October 1,
2017, and such moneys will be applied in payment of all Rental Payments due and payable during each such Fiscal Year.
(l7) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not
temporary or expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease
hereunder for its entire Lease Term and to pay all Rental Payments relating thereto.
(i) To the best of the Lessee's knowledge, information and belief, no lease, rental agreement, lease -purchase
agreement, payment agreement or covenant to budget and appropriate loan for purchase of equipment or completion of
projects to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a
result of either insufficient funds being appropriated in any Fiscal Year, or the non-payment of any firm -term or genera]
obligation rental or other payments. To the best of the Lessee's knowledge, information and belief, no event has occurred
which would constitute a payment -related event of default under any debt, note, revenue band or obligation which Lessee
has issued during the past ten (10) years.
Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this
Agreement remain unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any
applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and
maintain all permits and licenses necessary for the installation and operation of the Equipment Lessee shall not, without
the prior written consent of Lessor (which shall not be unreasonably withheld or delayed), affix or install any accessory
equipment or device on any of the Equipment if such addition would materially and adversely diminish the originally
intended functions, utility or remaining useful life of such Equipment; however, should Lessee find itself in any situation
requiring any unforeseen material changes to the Equipment, then Lessee shall include such change in the equipment
report submitted to Lessor in accordance with Section 7.5 of this Agreement without violating this covenant.
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide
Lessor with such access to the Equipment as may be reasonably requested in writing.
(c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge,
encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessee. Lessee shall
promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the
same shall arise at any time.
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(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal
Year the Rental Payments to become due during such Fiscal Year, and will use reasonable and lawful means available to
secure the appropriation of sufficient amounts of Non -Ad Valorem Revenues for such Fiscal Year sufficient to pay all
Rental Payments coming due therein.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest
in property, other than Lessee's covenant to budget and appropriate and pledge of sufficient amounts of Non -Ad Valorem
Revenues, as provided herein, and that the Rental Payments will not be directly or indirectly secured by or derived from
any payments of any type or any fund other than Lessee's general purpose fund to the extent of Non -Ad Valorem
Revenues.
{f) Upon Lessor's request and if the same are not readily publicly available in an online format, Lessee shall provide
Lessor with any reasonable information relating to the ability of Lessee to continue this Agreement and each Lease or with
respect to the Equipment as may be reasonably requested by Lessor.
(g) Lessee shall promptly and duly execute and deliver to Lessor such reasonable further documents, instruments and
assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent
and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in
favor of Lessor hereunder.
(h) The Lessee will not incur any indebtedness payable from Non -Ad Valorem Revenues, unless such Non -Ad
Valorem Revenues will be greater than 2.00 times the maximum annual debt service on all outstanding debt payable from
such Non -Ad Valorem Revenues.
Section 6.3. Tax Related Representations. Warranties and Covenants.
Event of Taxability, If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii)
reasonably determines, based on an opinion of a nationally recognized independent tax counsel, that Lessor may not
exclude, for any reason, any Interest (or portion thereof) paid under any Lease from its Federal gross income and/or
should any State financial institutions tax or Federal income tax change materially affect Lessor's anticipated yield (an
"Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments
previously paid, includes interest at the Taxable Rate (as defined in each Equipment Schedule) from the Event of
Taxability and all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the
Interest due through the date of such event), to restore to Lessor its anticipated after-tax yield (assuming tax at the highest
marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield
rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional interest on Rental
Payments to Lessor on each succeeding Payment Date at the Taxable Rate so as to maintain such anticipated after-tax
yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7.1. Liability and Property Insurance. To the extent not prohibited by any applicable law or the insurance
coverage then in effect and assuming that Lessee is not self -insured in accordance and subject to the limitations and
provisions as set forth is Section 768.28 of the Florida Statutes, Lessee shall, at its own expense, procure and maintain
continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to
property arising out of or in any way connected to the Equipment, and (b) insurance against such reasonable hazards as
Lessee may customarily insure, including, but not limited to, all-risk property insurance, in an amount equal to the full
replacement cost of each Equipment Group.
Section 7.2. Workers' Compensation Insurance. If required by State law and to the extent applicable and assuming
that Lessee is not self -insured in accordance and subject to the limitations and provisions as set forth is Section 768.28 of
the Florida Statutes, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the
Equipment, and upon written request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease
Term.
Section 7.3. Insurance Requirements.
(a) Self Insurance, Lessee may self -insure the Equipment by means of an adequate insurance fund set aside and
maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(b) Evidence of Insurance. To the extent applicable and/or not modified by any Lease hereunder, Lessee shall
deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with
respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of insurance in the
forrn of Exhibit C-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self -
Insurance Rider and Lessor Consent in the forrn of Exhibit C-2 attached hereto, as applicable.
Section 7.4. Risk of Loss. To the extent pennitted by applicable laws of the State, Lessee assumes all risks and liabilities
from any cause whatsoever, whether or not covered by insurance relating to any Lease hereunder, for loss or damage to
any Equipment and for injury to or death of any person or damage to any property attributable to any cause other than the
direct and proximate gross negligence, willful misconduct, bad faith, and/or fraud of the Lessor. Whether or not covered
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by insurance, Lessee hereby assumes responsibility under applicable law, but only to the extent allowed by Section 768.28
of the Florida Statutes for property loss, property damage, claims related to injury to persons or property, a breach by the
Lessee of its obligations hereunder, and other events arising out or resulting from the Lessee's use of the Equipment or
negligence in connection with this Agreement, any Lease hereunder, unless however, such claim or demand shall arise out
of or result from the proximate and direct gross negligence, bad faith, fraud or willful misconduct of the Lessor, its
servants, agents, employees, or assigns or to claims in the nature of contract, equity, or violation of an applicable law. This
is a statement of Lessee responsibility but is not to be construed or interpreted as a hold harmless, duty to defend, covenant
not to sue, release, or indemnification by the Lessee to any third party, including the Lessor. Excepting only the express
statement in this paragraph, the Lessee expressly reserves its sovereign immunity and its privileges, defenses and claims
relating to its sovereign immunity. Nothing herein shalt be deemed to (a) create an unconstitutional or illegal obligation on
the part of the Lessee and (b) be a waiver of any constitutional or statutory waivers, rights, immunities, or privileges. Any
provision or requirement of the Agreement which is determined or to be illegal, invalid, or unconstitutional shall be
stricken solely to the extent of such invalidity with the remainder of the provisions of the Agreement to be in full force and
effect.
Section 7.5. Destruction of Equipment. Lessee shall provide Lessor, on a quarterly basis, a written equipment report
which shall provide information with respect to any loss, theft, damage or destruction of any Equipment and of any
accident involving any Equipment. Upon prior written request, Lessor may inspect the Equipment at any time and from
time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond
repair or taken by an exercise of eminent domain ("Damaged Equipment"), Lessee shall, contingent upon having actual
knowledge of the Damaged Equipment, within a reasonable time following such event either: (a) replace the same at
Lessee's sole expense with equipment having substantially similar specifications and of equal or greater value to the
Damaged Equipment immediately prior to the time of the loss occurrence, such replacement equipment to be provided on
such quarterly report for Lessor's approval (which shall not be unreasonably withheld recognizing that Lessee may be
required to act under circumstances when prior contact with the Lessor may not be reasonable or practical at such
replacement time), whereupon such replacement equipment shall be substituted in the applicable Lease and the other
related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged
Equipment determined as set forth in the related Equipment Schedule. If Lessee does not use the Net Proceeds of
insurance for the repair or replacement of the Damaged Equipment, then the Net Proceeds of insurance with respect to the
Damaged Equipment shall be applied to discharge Lessee's obligation under this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Section 8.1. Maintenance of Equipment. Except as set forth to the contrary on any Equipment Schedule hereto, Lessee
shall notify Lessor in writing (as soon as reasonable or practical under the circumstances) if it has moved the Equipment to
an address outside of the State; provided, however, that should Lessee find itself in any situation requiring any unforeseen
material changes to the Equipment, then Lessee shall include such change in the quarterly equipment report submitted to
Lessor in accordance with Section 7.5 of this Agreement without violating this covenant. Lessee shall, at its own expense,
maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the
Equipment in such condition including compliance with State and federal laws.
Section 8.2. Taxes. Lessee shall pay all taxes and other charges (if any) which are assessed or levied against the
Equipment, the Rental Payments or any part thereof, or which become due during the Lease Term, whether assessed
against Lessee or Lessor, except as expressly limited by this Section. Lessee shall pay all utilities and other charges
incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and
charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be
required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross
receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a substitute
for any tax, assessment or charge which is the obligation of Lessee under this Section.
Section 8.3. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such
action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances
on demand, with interest at the Default Rate from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
Section 9.1. Title. At all times, ownership and legal title of ail Equipment and all replacements, substitutions, repairs
and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee.
Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition and
purchase of such Equipment by Lessee. Lessor has not been in the chain of title of the Equipment, does not operate,
control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or
maintenance of the Equipment.
Section 9.2. Reserved. [Reserved.'
City of Miami/ Slunalure Public Funding Corp Page 8 of 13
Eq pmenl Lease -Purchase Agreement August 18, 2017
Section 9.3. Modification of Equipment. Lessee will not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition will materially diminish the remaining useful
life or originally intended function or use of the Equipment; provided, however, that should Lessee find itself in any
situation requiring any unforeseen changes to the Equipment and Lessee is unable to contact the Lessor, then Lessee shall
contact Lessor in writing as soon as possible and practical under the circumstances and as the circumstances may dictate
without violating this covenant,
ARTICLE X. WARRANTIES
Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor
shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its
suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted,
or any delay or failure by such Vendor or its sales representative to manufacture, deliver or install any Equipment for use
by Lessee,
Section 10.2. Vendor's Warranties. To the extent applicable and/or necessary, Lessor hereby assigns to Lessee for and
during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity
protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary
services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to
enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE,
DESIGN, CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT
SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR
IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES
NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, QUALITY,
DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, DR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR
BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Section 11.1. Assignment by Lessor. (a) Lessor, without Lessee's prior written consent, may not assign and reassign all
of Lessor's right, title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental
Payments and other amounts payable by Lessee. With the Lessee's written consent, which will not be unreasonably
withheld or delayed, the Lessor may assign or reassign all of Lessor's right, title and/or interest in and to this Agreement
and any Lease hereunder, in whole, but not in part, to an assignee, which meets the definition of an "Accredited Investor"
as such term is defined in Regulation D, promulgated under the Securities Act of 1933, as amended, subject to the
conditions in this. Section. No such assignment shall be effective unless and until the Lessee is provided with thirty (30)
days prior written notice of the assignment and an investor letter (similar to the form provided by Lessor as Exhibit K
hereto and otherwise in a commercially reasonable form acceptable to the Lessee, which acceptance shall not be
unreasonably withheld or delayed) is provided to Lessee, to the attention of the City Manager, Chief Financial Officer, or
Procurement Director with copy to the City Attorney, identifying the Assignee as required by the Uniform Commercial
Code, and such assignment is recorded in the registration books kept by the Lessee for such purpose. When presented
with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any
assignee, and no further payment will be made to the assignor. Subject to the provisions of the following paragraph,
Lessee agrees to comply with all applicable federal and state laws (including federal and state securities laws) in
connection with any such assignment, including keeping a complete and accurate record of all such assignments.
(b) There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name
ownership of the Lessor's interest in each Lease is shown on the Register shall be deemed the Registered Owner
thereof by the Lessee and the Registrar, who may treat the Registered Owner as the absolute owner of Lessor's interest
in each Lease for all purposes, whether or not said Lease shall be overdue, and any notice to the contrary shall not be
binding upon the Lessee or the Registrar until the assignor and assignee comply with the requirements set forth herein.
Pursuant to (a) above, ownership of Lessor's interest in each Lease may be transferred or assigned only as a whole and
not in part, and such assignment can only upon the Register pursuant to this Section 1 I.I. Each request for assignment
of Lessor's interest in a Lease must be accompanied by a notice of assignment or other written authorization for
transfer, whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized in writing, in
substantially the form of Exhibit J hereto (with such changes as the Lessee's City Attorney, Bond Counsel, and
City of Miami/ Signature Public Funding Corp. Page 9of 13
Equipment Lau -Purchase Abrecntent August IS, 20S7
Registrar may require and to which the other parties may agree, with such agreement to not be unreasonably withheld
or delayed), and the Registrar shall record such transfer of Lessor's interest in the Register. Provided however, any
assignment or transfer by the Registered Owner of Lessor's interest in the Lease shall be in whole and not in part. The
form of written notice of assignment or instruments of transfer or authorization for exchange, in a form satisfactory to
the City Attorney, Bond Counsel, or the Registrar, duly executed by the Registered Owner or by his duly authorized
attorney. The Registrar may require payment from the Registered Owner or its assignee, as the case may be, of a sum
sufficient to cover any actual tax, fee or other governmental charge that is incurred or imposed in relation thereto by
any governmental entity other than the Lessee. Such charges and expenses shall be paid before any such transfer of
Lessor's interest in the Lease shall be accepted. The transfer of Lessor's interest in any Lease shall be a valid
obligation of the Lessee, evidencing the same debt as the Lease transferred, shall be secured as a Lease under this
Agreement, and shall be entitled to all of the security and benefits hereunder and to the same extent as the Lease
transferred. Any assignee shall, prior to becoming a Registered Owner, execute an investor Letter in the form attached
to this Lease as Exhibit H.
Section 11.2. Assignment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equiptent may be
assigned, subleased, sold, transferred, pledged or mortgaged by Lessee, until such time as all payments and amounts due
and owing hereunder have been made and this Agreement and any and all Lease(s) thereunder have terminated.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of
Default under this Agreement and each Lease:
(a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount
required to be paid to Lessor.
(b) Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty (30) days, or
such longer period as may be reasonably agreed upon by the parties, after written notice by Lessor to Lessee specifying
such failure and requesting that it be remedied. For avoidance of doubt, if a default under this Section 12.1(b) is
reasonably curable (in Lessor's reasonable discretion) in a time period that is greater than 30 days, then the Lessor will
grant, in writing, additional time to cure said default for an additional period, not to exceed 90 days.
(c) Lessor's reasonable determination that any material representation or warranty made by Lessee in this Agreement
was untrue in any material respect upon execution of this Agreement or any Equipment Schedule.
(d) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lifl any execution,
garnishment or attachment of such consequence as would impair the ability of Lessee to carry an its governmental
functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition
with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the
dissolution or liquidation of Lessee.
Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor may, in addition to any
remedy authorized in this Agreement or any Lease (i) accelerate all payments or the Prepayment Price due under the
Lease, but solely with respect to legally available Non -Ad Valorem Revenues actually budgeted and appropriated for any
Lease hereunder, (ii) either at law or in equity, by suit, action, mandamus or other proceeding (including specific
performance) in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or
granted or contained in this Agreement and any Lease, including, without limitation, the provisions of Section 2.4 of this
Agreement, and (iii) enforce and compel the performance of all duties required by this Agreement, any Lease, or by any
applicable statutes to be performed by the Lessee or by any officer thereof. In any such default, the Lessee shall also be
obligated to pay as part of the indebtedness evidenced by an Equipment Schedule, al] costs of collection and enforcement
hereof, including such reasonable attorneys' fees as may be incurred, including on appeal or incurred in any proceeding
under bankruptcy laws as they now or hereafter exist.
Section 12.3. Late Charge. For any Rent Payment and other amount not paid within 10 days of the due date, Lessor
shall have the right to resume interest thereof at the Default Rate which shall accrue from the due date, This Section is
only applicable to the extent it does not affect the validity of this Agreement.
ARTICLE XIIi. MISCELLANEOUS PROVISIONS
Section 13.I. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled
thereto at its address specified beneath each parry's signature, or at such address as the party may provide to the other
parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit
in the United States mail in registered or certified form, with postage fully prepaid, or, if given by other means, when
delivered at the address specified in this Section 13. ] . Notices shall be deemed given on the date sent via e-mail or
facsimile. Notice shall be deemed given via courier/delivery service upon the initial delivery date by the courier/delivery
City of Miami/ Signature Public Funding Corp.
Equipment lease -Purchase Agreement
Page IQ of 13
August 10. 2017
service. Whenever either party desires to give written notice unto the other relating to the Agreement, such must be
addressed to the party for whom it is intended at the place last specified, and the place for giving of notice shall remain
such until it shall have been changed by written notice in compliance with the provisions of this Article.
For the present, the parties designate the following as the respective places for giving of notice:
TO LESSOR:
Signature Public Funding Corp.
Attn: President or Senior Managing Director
600 Washington Avenue, Suite 305
Towson, Maryland 21204
E-mail: dkeough cr.sienatureNY,com;
S9 rr signatureNY,com
TO THE LESSEE:
Daniel J. Alfonso
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130-1910
E-mail: djalfonso@miamigov.coln
Annie Perez. CPPO
Procurement Director
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130-1910
E-mail: annieperez@miamigov.com
miamigov.com
With a copy to the City Attorney:
Victoria Mendez, City Attorney
444 SW 2nd Avenue, 9rh Floor
Miami, Florida 33130-1910
E-mail: vmendez@miarnigov.com
Invoices:
Email 30 days prior to: blopez@miamigov.com
miamigov.com
Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the
benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the tents "Lessor"
means any authorized Person to which Lessor has assigned its right to receive Rental Payments under any Lease.
Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof.
Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements,
solicitation documents and representations, express or implied. This Agreement may be amended or modified only by
written documents duly authorized, executed and delivered by Lessor and Lessee.
Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit
or describe the scope or intent of any provisions, Articles, Sections or Clauses hereof.
Section 13.6. Further Assurances and Corrective instruments. Lessor and Lessee agree that they will, from time to
time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto
and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the
Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement.
Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida. Notwithstanding anything else to the contrary in any other document executed by the parties as to any
disputes, actions, or proceedings between the parties arising under this lease, the laws of the State of Florida shall apply.
This Agreement and each Lease shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by
either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the
enforcement shall lie in Miami -Dade County, Florida. Except as set forth to the contrary herein (including, without
limitation, Section 12.2), each party shall bear their own respective attorneys fees and court costs.
Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is
agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this
Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of
Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess interest or fees shall first
be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the Interest
paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease
Tenii so that the interest is uniform through such term,
City of Miami/ Signature Public Funding Corp
♦ gnipn1e111 Lo c.Pnrel,,se Agreement
Pup II al]
August 18, 2017
Section 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or
any Lease shall in no way be construed to be a waiver of such provision.
Section 13.10. Waiver of Jury Trial. Except as prohibited by the laws and/or constitution of the State, Lessor and
Lessee hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out
of this Agreement.
Section 13.11. Public Records.
Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept by Lessee in
accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Lessor in
accordance with its standard record -keeping practices. Either party, or any duly authorized agents or representatives
of either party, shall have the right to audit, inspect, and copy all such records and documentation as often as they
deem necessary during the period of each Lease and during the record retention periods noted above; provided,
however such activity shall be conducted only during normal business hours upon reasonable advance written notice.
Should Lessor determine to dispute any public access provision required by Florida Statutes, then Lessor shall do so at
its own expense and at no cost to the City. IF THE LESSOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830,
Via email at PublicRecords crmiamigov.com, or regular email at City of' Miami Office of the City Attorney, 444 SW
2nd Avenue, 9th Floor, Miami, FL 33130.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
City o'Miami/ Signature Public Funding Corp
Equipment Lease -Purchase Agreement
Pane 12 of 12
August 1 B, 2017
I�
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 001
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly
authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF MIAMI, SIGNATURE PUBLIC FUNDING CORP.
Lessee Lessor
By:
Name: Daniel J. Alfonso
Title: City Manager
Date: fiS/ i /2bI -
Address: MRC Building
444 SW 2nd Avenue. loth Floor
Miami, FL 33131
Telephone: 3 05-4I 6-1025
Facsimile: 305-400-5025
Invoices:
E-mail please [30] days prior to: blopez@miamieov.com
ATTEST:
n {
Todd B. Hannon, ity CK�
� 1
APPROVED TO LEGAL FORM
AND CO CTNESS:
Victo h Mendez
City . ey
By:
Name: Donald S. Keough
Title: Senior Managing Director
Date:
Address: 600 Washington Avenue, Suite 305
Towson, MD 21204
Telephone: 4] 0-704-0027
Facsimile: 646-927-4005
APPROVED AS TO INSIC—�
REQUIREMENTS: ; •
i
I
Ann -Marie bai-pe
Risk Mana iement Dir
ctor
'PORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
o help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that identifies each person who opens an
account. You acknowledge and agree to cooperate with any information that may be requested by us in order
to comply with the United States Patriot Act, OFAC andfor BSA regulations. What this means for you:
When you open an account, we will ask for your name, address, date of birth, and other information that will
allow us to identify you. We may also ask to see your driver's license or other identifying documents.
Counterpart No. 1 of Ulu manually executed and serially numbered counterparts. To the extent that this Master Agreement
constitutes chattel paper (as defined in the applicable Uniform Commercial Code)_ no security or ownership interest herein may be
created through the transfer or possession of any Counterpart other than Counterpart No. 1.
Ciry of Miami.' 5iEmanne Public Funding Corp
Equipment Lease -Purchase Agreement
Signature Page to Master Lease Agreement
August lf!SO17
019.E514.5786f4/AMERICAS
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly
authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
CITY OF MIAMI,
SIGNATURE PUBLIC FUNDING CORP.
Lessee Lessor
By: By:
Name: Daniel J. Alfonso Name: Donald S. Keough
Title: City Manager Title: Senior �v1�� ipg Director
Date:. 1/ f 3-
Address: MRC Building
444 SW 2nd Avenue, loth Floor
Miami, FL 33131
Address: 600 Washington Avenue, Suite 305
Towson, MD 21204
Telephone: 305-416-1025 Telephone: 410-704-0027
Facsimile: 305-400-5025 Facsimile: 646-927-4005
Invoices:
E-mail please [30] days prior to: blopez,r miamiaov.com
ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Ann -Marie Sharpe
Risk Management Director
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verify, and record information that identifies each person who opens an
account, You acknowledge and agree to cooperate with any information that may be requested by us in order
to comply with the United States Patriot Act, OFAC andfor BSA regulations. What this means for you:
When you open an account, we will ask for your name, address, date of birth, and other information that will
allow us to identify you. We may also ask to see your drivers license or other identifying documents.
Counterpart No. / of five manually executed and serially numbered counterparts. To the extent that this Master Agreement
constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be
created through the transferor possession of any Counterpart other than Counterpart No, I.
City or Miami/ Signature Public Funding Corp
Equipment Lease -Purchase Agreement
Page 13 or 13
August 18.2017
EXHIBIT A: LEASE SCHEDULE
EQUIPMENT SCHEDULE 001 DATED AUGUST 18, 2017
This Equipment Schedule 001 dated as of August 18, 2017 ("Equipment Schedule") is made to and part of that
certain Master Equipment Lease -Purchase Agreement dated as of August 18, 2017 (the "Master Agreement," and
together with the Equipment Schedule, the "Lease"), and the terms, conditions and provisions of the Master
Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules
or if they are expressly superseded in this Equipment Schedule) are hereby incorporated into this Equipment
Schedule by reference and made a part hereof. This Lease is a separate and individual instrument of lease.
I . DESCRIPTION OF THE EQUIPMENT:
The Equipment consist of a P25 radio network that includes all necessary infrastructure, dispatch consoles, third
party equipment, mobiles and portable radios together with all accessories, attachments, substitutions and accessions,
pursuant to that Contract Agreement between Harris Corporation (the "Vendor") and City of Miami, FL dated June
26, 2017 and financed by this Equipment Schedule dated August 18, 2017 to that Master Agreement dated August
18, 2017 by and between Signature Public Funding Corp. and the City of Miami, including, without limitation, the
following more detailed list of equipment:
(PLEASE SEE ATTACHED EXHIBIT A-1)
Quantity
Equipment Description
(with VIN and MSN]
Unit Cost
Total Cost
Vendor Name and
Contract/Invoice
Location
800MHz Digital P25 Public Safety
Radio Network
$12,100,000.00
Harris Corporation
See Acceptance
Certificate and
Vendor Contract
TOTAL LEASE PROCEEDS:
S12,100,000.00
2. EQUIPMENT LOCATION: VARIOUS LOCATIONS THROUGHOUT THE CITY OF MIAMI, FLORIDA. The Lessor
has agreed that the provisions of Section 8.1 of the Master Agreement have been modified with respect to Equipment
that consists of Radios and any attachments to Site on Wheels (a State-owned asset which is part of a regional and
State-wide emergency communications network) or any other mobile units or Equipment that may be embedded in
the field with public safety or emergency management personnel. Equipment consisting of radios, attachments to the
Site on Wheels, any mobile units, or any other mobile Equipment that is embedded in the field with public safety or
emergency management personnel may be moved from the Lessee's corporate boundaries for use anywhere as may
be required by the Lessee or any group of which the Lessee is a part or to whom Lessee provides services.
3. PAYMENT SCHEDULE: The Rental Payments shall be trade for the Equipment as follows:
PAYMENT DATE TOTAL RENTAL 1NTEREST PRINCIPAL PREPAYMENT
NUMBER DUE PAYMENT DUE COMPONENT COMPONENT PRICE*
LOAN 08/18/17 $0.00 $0.00 $0.00 $12,221,000.00
1 01/15/18 930,758.07 101.732.28 829,025.79 11,383,683,95
2 07/15/18 930,758.07 116,035.27 814,722.80 10,560,813.92
3 01/15/19 930,758.07 107,647.65 823,110.42 9,729,472.40
4 07/15/19 930,758.07 99,173.69 831,584.38 8,889,572.18
5 01/15/20 930,758,07 90,612.49 840,145.58 8,041,025.14
6 07/15/20 930.758.07 81,963.14 848,794.93 7,183,742.26
7 01/15/21 930,758.07 73,224.76 857,533.31 6,317,633.62
8 07/15/21 930,758.07 64,396.40 866,361.67 5,442,608.33
9 01/15/22 930,758,07 55,477.17 875,280,90 4,558.574,62
10 07/15/22 930,758.07 46,466.11 884,291.96 3,665,439.74
11 01/15/23 930,758.07 37.362.27 893,395.80 2,763,109.98
12 07/15/23 930.758.07 28,164.72 902,593.35 1,851,490.70
13 01/15/24 930.758.07 18,872.47 911,885.60 930,486.25
14 07/15/24 930.758.07 9.484.56 921273.51 0.00
GRAND TOTALS S13,030,612.98 $930,612.98 S 12,100,000.00
* Assumes that all renal payments and other amounts due on and prior to that date have been paid.
The Paying Agent will make Rental Payments and other amounts due and owing under the Lease to the Lessor via
wire transfer to the following payment address:
Bank Name: Signature Bank
ABA No: 026013576
Account No: 1110000657
Beneficiary: Signature Public Funding
Reference: City of Miami, FL (Acct #: 500097001)
4, INTEREST RATE: 2,059% per annum,
TAXABLE RATE: 3.60% per annum.
5. COMMENCEMENT DATE: AUGUST 18, 2017, Interest, if any, accruing from the Commencement Date to
the actual date of funding shall be retained by Lessor as additional consideration for entering into this Equipment
Schedule.
6. SCHEDULED LEASE TERM: 7 YEARS.
7. OPTIONAL PREPAYMENT COMMENCEMENT DATE: JANUARY 15, 2018.
8. FISCAL YEAR: Lessee's current Fiscal Year extends from October 1, 2016 through September 30, 2017.
9. PROJECT FUND: A Project Fund is being used with respect to the Equipment to be acquired under this
Lease and is being held by Lessee's Paying Agent. The Project Fund is hereby created, established and entitled the
"P25 Public Safety Equipment Lease (Fund 31001)".
11]. MODIFICATION TO ARTICLE V OF THE MASTER AGREEMENT: (A) In addition to the optional
prepayment rights granted to the Lessee in Section 5.1 of the Master Agreement, the Lessee shall have one additional
optional prepayment right as follows: On any Payment Date during the term of the Project Fund and subject to the
provisions of Section 2.4(c) of the Master Agreement, the Lessee shall be permitted to make one partial prepayment
in an amount not to exceed S1,100,000.00 (representing the contingency amount financed and unused) without
premium or penalty, following receipt of notice not less than thirty (30) days prior to the Payment Date on which the
option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental
Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on
the Payment Date on which the option shall be effective) and the unused portion of the contingency amount financed.
Should the Lessee choose to prepay the contingency amount financed in the foregoing sentence, the Lessee will be
responsible for a re -booking fee, not to exceed $1,000. Following this prepayment, the Lessor will prepare and the
parties will execute an amended Equipment Schedule with a new payment schedule. (8) Notwithstanding the
provisions of Section 6.2(b) and 7.5 of the Master Agreement, the Lessor acknowledges that part of the Equipment
consists of individual radio units carried by police, firefighters, first -responders, and other emergency/public safety
personnel. As such, the Lessor will not require notice of any non -material damage to the radios (or any prepayment
thereof) so long as such units are repaired and replaced in accordance with the other terms of the Master Agreement.
Furthermore, while Lessee will endeavor to provide notice of material damage to individual radio units and related
accessories used by police, firefighters, first -responders, and other emergency/public safety personnel on the
quarterly equipment reports, omissions of any non -material damage thereto an such quarterly equipment reports shall
not be a default under the Lease. Additionally, the Lessor waives any right to inspect the Equipment that consists of
individual radio units and related accessories thereto used by police, firefighters, first -responders, and other
emergency/public safety personnel and other mobile Equipment that is embedded in the field with public safety or
emergency management personnel.
11. MODIFICATIONS TO THE MASTER AGREEMENT: (a) Lessee operates a self-insurance program for
general liability, automobile liability, and statutory workers' compensation in accordance and subject to the
limitations of Section 768.28 of the Florida Statutes, which Lessor acknowledges will be provided as coverage in
lieu of the liability coverage requirements set forth in Article VII of the Master Agreement.
12. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set
forth in the Master Equipment Lease -Purchase Agreement (particularly Paragraph 7 thereof) are true and correct as
though made on the date of execution of this Equipment Schedule, and (ii) sufficient funds have been appropriated
by Lessee for the payment of all costs of financing for this current Fiscal Year and shall budget and appropriate
beginning in September 2017 for al] Rental Payments due under this Lease during each subsequent Fiscal Year of
Lessee. Funds for making Rental Payments are expected to come from the General Fund of the Lessee to the extent
of Non -Ad Valorem Revenues pledged hereunder.
THIS EQUIPMENT SCHEDULE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE
LESSEE, WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION
OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE LESSOR THAT LESSOR SHALL NEVER
HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER
OF THE LESSEE OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS LEASE OR THE MAKING OF ANY OTHER
PAYMENTS PROVIDED FOR IN THE MASTER AGREEMENT.
This Lease is issued pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law (the
"Act"), and a Resolution No. R-17-0248 duly adopted by the Issuer on May 25, 2017 relating to this Lease, together
with all exhibits and attachments thereto, as from time to time amended and supplemented (herein referred to as the
"Resolution"), and is subject to all the terms and conditions of the Act and the Resolution. All terms, conditions and
provisions of the Resolution and the Act are incorporated herein as a part of this Lease. Payment of the Lease is
secured by non -cancellable or firm term pledge of the Issuer's Non -Ad Valorem Revenues in the manner and to the
extent described in the Master Agreement, which shall in all respects be subject to the express ]imitations set forth in
the Resolution and the Act.
This Lease is and has all the qualities and incidents of a negotiable instrument under Article 8 of the
Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes.
[Signature Pages to Follow.]
IN WITNESS WHEREOF, LESSOR AND LESSEE HAVE EXECUTED THIS EQUIPMENT SCHEDULE
AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE
CITY OF MIAMI,
as Lessee
IiK-SY:
Name: Daniel J. Alfonso
SIGNATURE PUBLIC FUNDING CORP.,
as Lessor
By:
Name: Donald S. Keough
Title: City Manager Title: Senior Managing Director
frie
w Counterpart No. t of manually executed and serially numbered counterparts. To the extent that this
�1 Equipment Schedule constitutes chattel paper (as defined in the applicable Uniform Conunercial Code), no security
or ownership interest herein may be created through the transfer or possession of any Counterpart other than
Counterpart No. 1.
-3-
IN WITNESS WHEREOF, LESSOR AND LESSEE HAVE EXECUTED THIS EQUIPMENT SCHEDULE
AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE
CITY OF MLAMI,
as Lessee
By:
SIGNATURE PUBLIC FUNDING CORP.,
as Lessor
BY:
Name: Daniel J. Alfonso Name: Donald S. Keough
Title: City Manager Title: Senior Managing Director
Counterpart No. ) of five manually executed and serially numbered counterparts. To the extent that this
Equipment Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security
or ownership interest herein may be created through the transfer or possession of any Counterpart other than
Counterpart No. 1.
EXHIBIT B
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under Schedule No. 001 dated as of August 18, 2017 (the "Schedule") to that
certain Master Equipment Lease -Purchase Agreement dated as of August 18, 2017 (the 'Master," and together with
the Schedule, the "Lease"), acknowledges receipt in good condition those certain units of the Equipment more fully
set forth below as of the Acceptance Date also set forth below, which have been financed and acquired under the
Lease and more specifically described on the attached Professional Services Agreement ("PSA") executed between
the Lessee and the Vendor (as defined in the Schedule). Capitalized terms used herein without definition shall be
given their meaning in the Lease.
1. The units of Equipment listed below represent a portion of the Equipment listed on the Schedule and to
be acquired under the Lease at each respective Milestone set forth below. By its execution hereto, the Lessee
represents and warrants that: (1) the Equipment listed below next to the checked Milestone has been delivered,
installed and accepted on the date hereof; and (2) it has conducted such inspection and/or testing of the Equipment
listed below next to the checked Milestone as it deems necessary and appropriate and hereby acknowledges that it
unconditionally and irrevocably accepts the Equipment listed below next to the checked Milestone for all purposes.
Lessee confirms that it will commence or continue to make Rental Payments in accordance with the terms of the
Lease. Copies of invoices, proof of payment (if applicable), reimbursement resolutions (if applicable), updated
progress schedules, and purchase orders and/or agreement have been attached with Annex I hereto. As applicable,
the following documents are attached hereto and made a part hereof; (a) Original Invoice(s) and (b) Copies of
Certificate(s) of Ownership, MSOs, or Certificates of Title, and (e) any other evidence of filing or documents
attached hereto.
2. Payment will be made by the City to Vendor according to the following payment schedule. This
Acceptance Certificate is reusable and must be submitted with each payment to Vendor for the Equipment financed
under the Lease.
Milestone
Month
Percentage
Dollar Amount
Date
Requested
1) Infrastructure Hardware (excludes the aggregate price for the Terminal Hardware)
Mobilization: Due at Contract Execution
1
15%
S
Completion of Detailed Design Review
9
10%
S
Infrastructure Hardware factory staging
acceptance
1I
20%
S
Infrastructure Hardware shipment and
delivery
12
18%
S
Services Performed (equal monthly
installments)
1-22
10%
S
Hardware Installation
13
15%
$
Final System Acceptance
22
12%
S
2) Terminal Hardware:
Terminal Hardware (invoiced upon shipment of units
on a per unit basis)
100%
$
3. Vendor may make application for payment for Equipment completed during the project/installation
process at intervals of not more than once a month or upon completion and Final Acceptance of the Equipment. All
applications for payment shall be submitted in triplicate to Brian Lopez at blopezc@miamigov.com. Where the time
frame for completion of the project and full and final delivery of the Equipment is less than or equal to one month is
not required, Vendor shall submit the appropriate documentation. Supporting documentation to be included with any
application for payment shall include, but is not limited to, an updated progress schedule. Lessee shall make
payment to Vendor consistent with the applicable provisions of the Florida Prompt Payment Act (§218.70 - §218.79
Florida Statutes). Note: Lessee may withhold, in hold or in part, payment to such extent as may be necessary to
protect itself from loss on account of (a) defective Equipment (including any soft costs, work or services financed as
part thereof) not remedied; and (b) failure of Vendor to provide any and all documents required by the Lessee.
4. Lessee hereby certifies and represents to Lessor as follows: (i) the representations and warranties in the
Lease are true and correct as of the Acceptance Date; (ii) the Equipment is covered by insurance in the types and
amounts required by the Lease; (iii) no Event of Default or Non -Appropriation, as those terms are defined in the
Lease, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or a
Non -Appropriation, has occurred and is continuing on the date hereof; and (iv) sufficient funds have been
appropriated by Lessee for the payment of all Rental Payments due under the Lease during Lessee's current Fiscal
Year.
3. Lessee hereby authorizes and directs its Finance Director to fund the acquisition cost of the Equipment
by paying the invoice prices to the Vendor, in each case as set forth above with respect to each applicable Milestone.
IF REQUEST IS FINAL REQUEST, CHECK HERE E. 4. Final Acceptance Certificate. The undersigned
hereby certifies that the items of Equipment described above, together with the items of Equipment described in and
accepted by Certificates of Acceptance previously filed by Lessee with Lessor constitute all of the Equipment subject
to the Lease. Lessee certifies that upon payment in accordance with express approvals above, Lessor shall have fully
and satisfactorily performed all of its covenants and obligations under the Lease.
Accepted and certified this day of , 20. ("Acceptance Date")
CITY OF MIAMI, as Lessee
By:
Name: Daniel J. Alfonso
Title: City Manager
EXHIBIT C-1
INSURANCE CERTIFICATION
In connection with Equipment Schedule 001 dated August 18, 2017 to that certain Master Equipment
Lease -Purchase Agreement dated August 18, 2017, City of Miami, as lessee (the "Lessee") certifies that it has
instructed the insurance agent named below (please Till in name, address, and telephone number):
Name of Agent:
Contact Person:
Address:
Phone:
E-mail :
to issue:
Public Risk Insurance Agency
P.O. Box 2416, Daytona Beach, FL 32115
386-252-6176
Liability Insurance. Not applicable. Lessee operates a self-insurance program for general
liability, automobile liability, and statutory workers' compensation in accordance and
subject to the limitations of Section 768.28 of the Florida Statutes.
Casually Insurance. Lessee is required to maintain all risk extended coverage, malicious
mischief and vandalism insurance for the Equipment described in the above -referenced
Equipment Schedule in an amount not less than the greater of $12,463,000.00 or the full
replacement cost of the Equipment. Such insurance shall be endorsed to name Signature
Public Funding Corp., and its successors and assigns as loss payees with respect to such
Equipment.
The required insurance should also be endorsed to give Signature Public Funding Corp. at least 30 days
prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement
confirming that the interest of Signature Public Funding Corp. shall not be invalidated by any actions, inactions,
breach of warranty or conditions or negligence of Lessee.
Proof of insurance coverage will be provided to Signature Public Funding Corp. prior to and/or
commensurate with the release of any funds from the Project Fund. Proof of coverage will be mailed to: Signature
Public Funding Corp., Attn: Tonia Lee at 600 Washington Avenue, Suite 305, Towson, MD 21204 or sent via e-mail
to tlee ct,signatureny.com
Very truly yours,
CITY OF MIAN1I, as Lessee
By:
Name: Daniel J. Alfonso
Title: City Manager
EXHIBIT C-2
SELF-INSURANCE RIDER AND LESSOR CONSENT
Signature Public Funding Corp.
600 Washington Avenue, Suite 305
Towson, Maryland 21204
August 18, 2017
Re: Schedule No. 001 dated August 18, 2017 to that certain Master Equipment Lease -Purchase Agreement dated
August 18, 2017 (collectively, the "Lease").
In connection with the above -referenced Lease, City of Miami, as lessee (the "Lessee") certifies that it
participates in an actuarially sound self-insurance program for property damage and public liability risks. The Self-
insurance Questionnaire attached hereto is true and correct, and no Event of Default or Non -Appropriation, as such
terms are defined in the Lease, have occurred and are continuing.
The following self-insurance terms and conditions are applicable to the Lease:
CITY OF MIAMI,
as Lessee
The Lessee operates a self-insurance program for general liability, automobile liability,
and statutory workers' compensation in accordance and subject to the limitations of
Section 768,28 of the Florida Statutes.
Evidence of Lessee's self-insurance program/coverage is attached hereto.
Signature Public Funding Corp., as lessor (the "Lessor") agrees that the self-insurance program as
described by Lessee in this Certificate and the attached Questionnaire and related documents is
acceptable in lieu of the coverage for public liability risks required under the Lease, including
Article VII of the Master Agreement.
SIGNATURE PUBLIC FUNDING CORP„
as Lessor
By: By:
Name: Daniel J. Alfonso Name: Donald S. Keough
Title: City Manager Title: Senior Managing Director
Attachment(s): Certificate of Self -Insurance Coverage
EXHIBIT D
ESSENTIAL USE CERTIFICATE
The Essential Use Certificate for Equipment Schedule No. 001 dated August 18, 2017 to that certain
Master Equipment Lease -Purchase Agreement dated August 18, 2017 has been waived by the Lessor because all
pertinent information is contained in the Resolution that was provided in connection therewith.
EXHIBIT E
INCUMBENCY CERTIFICATE
1, Todd Hannon, do hereby certify that 1 am the City Clerk of the CITY OF MIAMI, which is a body corporate
and politic duly established and validly existing as a political subdivision of the State under the Constitution and
laws of the State, and that I have custody of the records of such entity.
1 hereby certify that, as of the date hereof, the individuals narned below are the duly elected or appointed
officers of the District holding the offices set forth opposite their respective names, 1 further certify that:
The Resolution, Notice to Proceed and other actions of the Lessee's governing body, as attached as Tab 12
to the Lease Agreement (as defined below), duly and validly authorize the execution and delivery of the Lease
Agreement as well as the acquisition of the Equipment (as such term is defined in the Lease Agreement) and have not
been amended, superseded or rescinded and remains in full force and effect as of the date hereof
The signatures set opposite their respective names and titles are their true and authentic signatures, and
Such officers have the authority on behalf of such entity to:
Enter into that certain Equipment Schedule No. 001 dated August 18, 2017 to that certain Master
Equipment Lease -Purchase Agreement dated August 18, 2017 (collectively, the "Lease Agreement"), between the
City ofMiaani and Signature Public Funding Corp., as lessor, and
Execute Certificates of Acceptance and all other certificates documents, and agreements relating to the
Lease Agreement.
NAME
TITLE
SIGNATURE
Daniel J. Alfonso
City Manager
IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the CITY OF MIAMI.
August 18, 2017
Todd Hannon, City Clerk
EXHIBIT F-1
OPINION OF LESSEE'S COUNSEL
August _, 2017
The Honorable Mayor and City Commissioners of
the City of Miami
Miami, Florida
Signature Public Funding Corp., as Lessor
Towson, Maryland
Re: $12,100,000 Tax -Exempt Master Equipment Lease -Purchase Agreement and Lease Schedule No.
001 for the financing of the 800 Megahertz Digital Trunked Simulcast Network System ("System")
Ladies and Gentlemen:
1 am the City Attorney for the City of Miami, Florida (the "City") and have served in such capacity since
September, 2013. My Office of the City Attorney and I have served as Lessee's Counsel to the City and we are
furnishing this Opinion of Counsel to the Lessee in connection with the Tax -Exempt Master Equipment Lease -
Purchase Agreement as supplemented by Lease Schedule No. 001, both of which are dated as of the date of this
letter (collectively, the "Lease") by and between Signature Public Funding Corp., as lessor (the "Lessor") and the
City, as lessee ("Lessee"), dated the date of this letter, and related transactions in connection with the City's
financing of the System. This opinion is furnished pursuant to Section 2.2 of the Lease.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Lease and
in Resolution No. R-17-0248, including the City's Request for Proposals No. 592382, the responsive Proposal of
Harris Corporation, the Public Service Agreement, the Software License Agreement, the financing proposal of
Signature Public Funding Corp., and al] of the other exhibits, attachments, and legislative package items related
thereto, adopted by the City Commission on May 25, 2017 (collectively, the "Resolution").
The Office of the City Attorney has examined such documents and instruments as deemed necessary to
render the requested opinion. Based upon examination of such documents, instruments, and matters of law as the
Office of the City Attorney has determined relevant for the purposes of rendering this opinion, and in reliance upon
the opinions of Bond Counsel regarding the federal and State of Florida (the "State") tax matters and securities laws,
and in reliance upon the certificates of the Lessor, [the City's Financial Advisor,] and City officials, and subject to
the reservations set forth herein, I am of the opinion that:
The City is a municipal corporation duly created, organized and existing under the Constitution and laws of
the State, particularly Chapter 166, Florida Statutes, as amended, the City's Charter, and other applicable provisions
of law (collectively, the "Act").
The City has full legal right, power and authority under the Act and the Resolution: (A) to enter into,
execute and deliver the Lease, the Resolution, and all other agreements, instruments, certificates, exhibits, and
documents required to be executed and delivered by the City in connection with the financing of the System pursuant
to the Lease (collectively, the "City Documents"), (B) to pledge the legally available non -ad valorem revenues
properly budgeted and appropriated for such purpose as provided in the Lease, and (C) to carry out and consummate
the transactions contemplated by the other City Documents and the Lease, and the City has complied, and as of the
date hereof is in compliance in all respects with the tenns of the Act and the City Documents as they pertain to such
transactions.
By all necessary official legal action of the City, the City has duly authorized all necessary action to be
taken by it for: (A) the adoption of the Resolution and the execution of the Lease, (B) the approval, execution and
delivery of, and the performance by the City of the obligations on its part, contained in the Lease, the other City
Documents, and the Resolution, (C) the pledge of the legally available non -ad valorem revenues and the covenant to
properly budget and appropriate for such purpose as provided in the Lease, and (D) the consummation by the City of
all other transactions contemplated by the City Documents and the Resolution, and any and all such other agreements
and documents as may be required to be executed, delivered andfor received by the City in order to carry out, give
effect to, and consummate the transactions contemplated by the Lease, and in the Resolution,
The Resolution has been duly and validly adopted by the City and is in full force and effect; the Resolution
and all other legal proceedings pertinent to the validity and enforceability of the Lease have been duly and validly
adopted or authorized to be undertaken in compliance with all applicable procedural requirements of the City and in
compliance with the Constitution and laws of the State, including the Act.
The Lease and the other City Documents have been duly authorized, executed and delivered by the City,
and constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their
respective terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws and equitable principles of general application relating to or affecting the enforcement of creditors' rights; and
the Lease, when entered into, in accordance with the Resolution and the Lease, will constitute legal, valid and
binding obligations of the City entitled to the benefits of the Resolution and the Lease and enforceable in accordance
with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and
principles of equity relating to or affecting the enforcement of creditors' rights; upon the execution and delivery of
the Lease as aforesaid, the Lease will provide, for the benefit of the Lessor, the legally valid and binding pledge of,
covenant to budget and appropriate, and lien on the legally available non -ad valorem revenues to be properly
budgeted and appropriated for such purpose it purports to create as set forth in the Lease,
To the best of my knowledge, all authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are at
this time required for the due authorization of Resolution, the Lease, and the other City Documents, which would
constitute a condition precedent to, or the absence of which would materially adversely affect the due performance
by the City of its legal obligations under the Resolution, the Lease, and the other City Documents have been
obtained.
To the best of my knowledge, there is no legislation, action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, government agency, public board or body, pending or affecting the corporate
existence of the City or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain
or enjoin the execution or delivery of the Lease and the legally available non -ad valorem revenues covenanted to be
properly budgeted and appropriated for such purpose pursuant to the Lease in connection with the Resolution, or in
any way contesting or affecting the validity or enforceability of the Lease, the other City Documents or the
Resolution, or contesting the exclusion from gross income of interest on the Lease for federal income tax purposes,
or contesting the powers of the City or any authority for the execution of the Lease, the adoption of the Resolution,
or the execution and delivery of the other City Documents, nor, to the best of my knowledge, is there any basis
therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or
enforceability of the Resolution, the Lease, or the other City Documents, or the ability of the City to repay the Lease.
To the best of my knowledge, adoption of the Resolution and execution and delivery of the Lease and the
other City Documents by the City and compliance by the City with the provisions thereof, under the circumstances
contemplated herein and therein will not conflict with or constitute on the part of the City a material breach of or a
default under any agreement or instrument to which the City is a party, or violate any existing law, administrative
regulation, court order, or consent decree to which the City is subject.
All opinions as to the enforceability of the legal obligations of the City set forth herein are subject to and
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws in each case relating to or affecting
the enforcement of creditors' rights generally, and subject to the enforceability thereof and to the exercise ofjudicial
discretion in accordance with other general principles of equity,
1 am qualified to practice law in the State of Florida and for the purposes of this opinion, l do not purport to
be an expert on, nor to express any opinion herein concerning the laws of any other jurisdiction (including any laws
which may be applicable by virtue of the application of the choice of law provisions under Florida law), except the
laws of the United States only to the extent expressly set forth herein. No opinion is expressed herein as to
compliance with (a) State or federal securities laws or (b) State and federal tax laws.
No one, other than the specific addressees named above and their authorized successors and/or assigns, is
entitled to rely upon the statements made and the conclusions expressed, within this opinion.
Very truly yours,
Victoria Mendez
VM/RSR/RJJ/
EXHIBIT F-2
OPINION OF BOND COUNSEL
August 18, 2017
To: The City of Miami, Florida
Miami, Florida
Signature Public Funding Corp.
Towson, Maryland
We have served as counsel to our client the City of Miami, Florida, as lessee (the "City" or "Lessee") in
connection with the execution and delivery of a S12,100,000 Tax -Exempt Master Equipment Lease -Purchase
Agreement with Signature Public Funding Corp., as lessor (the "Lessor"), dated as of August 18, 2017, as
supplemented by Lease Schedule No. 001 dated the date hereof (collectively, the "Lease").
The Lease was authorized pursuant to Resolution No. R-07-0248 adopted by the City Commission on May
25, 2017 (the "Resolution"). Capitalized terms not otherwise defined in this letter are used as defined in the Lease.
In our capacity as lessee's counsel, we have examined (a) originals or copies certified or otherwise
identified to our satisfaction of (i) the Resolution, (ii) the Lease, (iii) the opinion of the City Attorney regarding the
due authorization and other matters pertaining to the Lease and such other documents, matters and law as we deem
necessary to render the opinions set forth in this letter.
Based on that examination and subject to the limitations stated below, we are of the opinion that under
existing law:
1. The Lease constitutes a special, limited obligation of the City, and the designated principal and
interest components of which (collectively, "debt service") are payable solely from the legally
available non -ad valorem revenues budgeted an appropriated for that purpose as provided in the
Lease. The payment of debt service on the Lease is not secured by an obligation or pledge of any
money raised by taxation, and the Lease does not represent or constitute a general obligation or a
pledge of the faith and credit of the City, the State of Florida or any of its political subdivisions.
The designated interest component of the Rental Payments under the Lease is excluded from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986,
as amended (the "Code") and is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, such designated
interest component of the Rental Payments on the Lease is included in the calculation of a
corporation's adjusted current earnings for purposes of, and thus may be subject to, the corporate
alternative minimum tax. We express no opinion as to any other tax consequences regarding the
Lease.
The opinions stated above are based on an analysis of existing laws, regulations, rulings and court decisions
and cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume,
without independent verification, and rely upon (i) the accuracy of the factual matters represented, warranted or
certified in the proceedings and documents we have examined and (ii) the due and legal authorization, execution and
delivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any parties
other than the City.
We express no opinion herein regarding the priority of any lien on the funds purported to be created by the
Lease. We express no opinion herein with respect to the status or quality of title to, or any interest in, any of the
property described in the Lease, or the accuracy or sufficiency of the description contained therein of any of that
property, or the priority of, or the remedies available to enforce, any claim on or interest in any of that property.
In rendering those opinions with respect to treatment of the designated interest component of the Rental
Payments under the Lease under the federal tax laws, we further assume and rely upon compliance with the
covenants in the proceedings and documents we have examined, including those of the City. Failure to comply with
certain of those covenants subsequent to execution of the Lease may cause such interest component of the Rental
Payments under the Lease to be included in gross income for federal income tax purposes retroactively to the date of
its execution.
The rights of the owners of the Lease and the enforceability of the Lease and the Resolution are subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, and other laws relating to or
affecting the rights and remedies of creditors generally; to the application of equitable principles, whether considered
in a proceeding at law or in equity; to the exercise of judicial discretion; and to limitations on legal remedies against
public entities.
No opinions other than those expressly stated herein are implied or shall be inferred as a result of anything
contained in or omitted from this letter. The opinions expressed in this letter are stated only as of the time of its
delivery, may be relied upon solely by the addressees hereof, and we disclaim any obligation to revise or supplement
this letter thereafter. Our engagement as lessee's counsel in connection with the Lease is concluded upon delivery of
this letter.
Respectfully submitted,
EXHIBIT G
Certificate Retarding Interest Rate
In accordance with the provisions of Section 215.84(3), Florida Statutes, I, the undersigned officer of the
City of Miami, Florida (the "Issuer"), DO HEREBY CERTIFY AND ATTEST, that on this 18'1' day of August 2017,
the rate of interest on the Lease described below does not exceed the average net interest cost rate, computed by
adding 300 basis points to The Bond Buyer "20 Bond Index" published immediately preceding the first day of the
calendar month in which the Lease is delivered.
The Lease shall be defined as: Master Equipment Lease -Purchase Agreement and Schedule 001 thereto,
both dated as August 18, 2017 (collectively, the "Lease"), which shall mature on July 15, 2024;
IN WITNESS WHEREOF, I have hereunto set my hand and seal in furtherance of the certification and
attestations contained herein, on this ] 8°i day of August, 2017:
The City of Miami, Florida
By:
Name:
Title:
ATTEST:
Clerk
Notices of Sale to FL Division of Bond Finance are to be compieted by the Bond Counsel.
EXHIBIT 13
To Tax Certificate and Agreement
Dated August 18, 2017
Pertaining to
Schedule 001, dated August 18, 2017, to that certain Tax -Exempt Master Equipment Lease — Purchase
Agreement, dated August 18, 2017 (the "Issue")
between Signature Public Funding Corp. and City of Miami, Florida
LESSOR'S CERTIFICATE
Signature Public Funding Corp. (the "Lessor"), as lessor of the obligations identified as the Issue,
issued by the City of Miami, Florida (the "Issuer"), based on its knowledge regarding the sale of the Issue, certifies
as of this date as follows:
(I) Issue Price.
a. On the date of this certificate, the Lessor is purchasing for the aggregate amount of $12, 1 00,000,00
(the "Issue Price"), there being no accrued interest or original issue premium or discount. The Lessor is not acting
as an Underwriter with respect to the Issue. The Lessor has no present intention to sell, reoffer, or otherwise dispose
of the Issue (or any portion of the Issue or any interest in the Issue). The Lessor has not contracted with any person
pursuant to a written agreement to have such person participate in the initia] sale of the Issue, and the Lessor has not
agreed with the Issuer pursuant to a written agreement to sell the Issue to persons other than the Lessor or a related
party to the Lessor. The Lessor paid no other amounts for the Issue.
b. Defined Terms.
"Public" means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party. The term "related party" for purposes of this certificate
generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
"Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the
lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Issue to the Public, and (ii)
any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this
paragraph to participate in the initial sale of the Issue to the Public (including a member of a selling group or a party
to a retail distribution agreement participating in the initial sale of the Issue to the Public).
All capitalized terms not defined in this Certificate have the meaning set forth in the Tax Compliance
Certificate executed by the Issuer in connection with the issuance of the Issue ("Tax Certificate") or in Attachment
A to the Tax Certificate.
(2) Yield. The Yield on the Issue is 2.059232%, being that 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 stated in
paragraph (1).
(3) Weighted Average Maturity. The weighted average maturity of the Issue is approximately 1735
years. The weighted average maturity of an issue is equal to the sum of the products of the issue price of each
maturity of the issue and the number of years to the maturity date of the respective maturity (taking into account
mandatory but not optional redemptions), divided by the issue price of the entire issue.
(4) The Lessor is not acting in the capacity of a broker, dealer, municipal securities underwriter or
financial advisor in connection with its purchase of the Issue, and the Lessor is not being compensated for its
purchase of the Issue other than from the interest component of the Rental Payment (as defined in the Lease),
The signer is an officer of the Lessor and is duly authorized to execute and deliver this Lessor's Certificate.
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents the Lessor's interpretation of any laws, including specifically Sections 103 and 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the
Tax Certificate and with respect to compliance with the federal income tax rules affecting the Issue, and by Squire
Patton Boggs (US) LLP, as bond counsel, in connection with rendering its opinion that the interest on the Issue is
excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form
8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Issue.
Dated: August 18, 2017 SIGNATURE PUBLIC FUNDING CORP.
By:
Name: D. S. Keough
Title: Senior Managing Director
EXHIBIT H:
INVESTOR LETTER
August 18, 2017
City of Miami, Florida
Miami, Florida
Squire Patton Boggs (US) LLP
Miami, Florida
Re: $ 12,100,000 Tax -Exempt Master Equipment Lease -Purchase Agreement and Lease Schedule 001 for the
financing of the 800 Megahertz Digital Trunked Simulcast Network System
Ladies and Gentlemen:
This letter is being delivered in connection with Equipment Schedule 001 to that certain Tax -Exempt
Master Equipment Lease -Purchase Agreement, both dated as of August 18, 2017 (collectively, the "Lease") by and
between Signature Public Funding Corp., as lessor (the "Lessor") and the City of Miami, Florida (the "City" or
"Lessee") pursuant to that certain Resolution No. R-07-0248 adopted by the City Commission an May 25, 2017 (the
"Resolution"). All capitalized terms used herein, but not defined herein, shall have the respective meanings set forth
in the Lease. The undersigned, an authorized representative of the Lessor, hereby represents to the City that:
The Lessor is a New York corporation, and it is duly and legally authorized to enter into and execute the
Lease.
The Lessor has sufficient knowledge and experience in financial and business matters, including purchase
and ownership of municipal and other tax-exempt obligations, to be able 10 evaluate the risks and merits of the
investment represented by the Lease and it is aware of the intended use of the proceeds of the Lease.
The Lessor has been informed by the City and agrees that:
a) investment in the Lease involves various risks and may result in a complete and total loss
of investment for the Purchaser;
b) the Lease is not a general obligation of the City; and
c) the payment of principal or premium, if any, and interest on the Lease is payable solely
from the legally available non -ad valorem revenues properly budgeted and appropriated
for such purpose as described in the Lease.
The Lessor has authority to enter into the Lease and to execute this setter and any other instruments arid
documents required to be executed by the Lessor in connection with the Lease.
The undersigned is a duly appointed, qualified and acting representative of the Lessor and is authorized to
cause the Lessor to make the certifications, representations and warranties contained herein by execution of this letter
on behalf of the Lessor.
The Purchaser acknowledges that it has been furnished with or has been given access to the underlying
documents in connection with this transaction, the Lease, and the City, as well as such other information that a
reasonable, prudent, and knowledgeable investor would desire in deciding whether to enter into the Lease. The
Lessor acknowledges that the City has made available to it and its representatives the opportunity to obtain any
additional information that it may desire and the opportunity to ask any questions it may desire of and receive
satisfactory answers from the City concerning the security and the source of payment of the Lease. The Lessor has
B-1
based its decision to enter into the Lease solely on its own investigation, examination, and evaluation of the City, the
Lease and other relevant matters.
The Lessor is not acting as a bond house, broker, or other intermediary, and is currently entering into the
Lease solely for its own account (or that of its consolidated taxpayer group) and with no present intent to offer, sell
or otherwise dispose of all or any part of or interest in the Lease, except in full compliance with ail applicable state
and federal laws. The City may rely on this representation in their certificates regarding federal tax matters. Although
the Lessor retains the right to transfer the Lease in the future, the Lessor agrees to do so only in strict compliance
with the transfer restrictions contained in the Lease.
Dated as of the 18i1' day of August, 2017
SIGNATURE PUBLIC FUNDING CORP.
By:
Name:
Title:
B-2
DISCLOSURE LETTER
The undersigned, as lessor, proposes to negotiate with The City of Miami, Florida (the "Issuer") for the private
placement of its Master Equipment Lease -Purchase Agreement and Schedule 001 thereto, both dated as August 18,
2017 (collectively, the "Lease") in the aggregate principal amount of S12,100,000.00. Prior to the award of the
Lease, the following information is hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services
rendered to us by Signature Public Funding Corp. (the "Lessor") in connection with the issuance of the Lease (such
fees and expenses to be paid by the Lessee):
None
2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lessor in connection with
the issuance of the Lease to any person not regularly employed or retained by the Lessor (including any "finder" as
defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by
the Lessor, as set forth in paragraph (1) above.
(b) No person has entered into an understanding with the Lessor, or to the knowledge of the Lessor, with the
Lessee, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied,
to act solely as an intermediary between the Lessee and the Lessor or to exercise or attempt to exercise any influence
to effect any transaction in the purchase of the Lease.
3. The amount of the underwriting spread expected to be realized by the Lessor is SO.
4. The management fee to be charged by the Lessor is S0.
Truth -in -Bonding Statement:
The Lease is being issued primarily to finance the cost of the Equipment. Unless earlier redeemed, the
Lease is expected to be repaid at the end of approximately 7 years. Assuming a fixed interest rate of 2.059232%,
total interest paid over the life of the Lease is estimated to be S932,091.10 and issuance of the Lease is estimated to
result in maximum of approximately S1,861,727.30 of annual revenues of the Lessee not being available to finance
other services of the Lessee during the life of the Lease.
The name and address of the Lessor is as follows:
Signature Public Funding Corp.
600 Washington Avenue, Suite 305
Towson, Maryland 21204
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Lessor this 1811'
day of August 2017.
SIGNATURE PUBLIC FUNDING CORP.
By:
Name: D. S. Keough
Title: Senior Managing Director
EXHIBIT J
FORM OF NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated [Month Day, Year]
Signature Public Funding Corp. ("Assignor") hereby gives notice that it has assigned and sold to
( ]. ("Assignee"), all of Assignor's right, title and interest in, to and under Equipment
Schedule No. [ ] dated as of [ ] to that certain Master Equipment Lease -Purchase
Agreement dated as of August [ ], 2017 (as amended, the "Financing Agreement") between the City of
Miami, Florida (the "Lessee") and the Assignor, as lessor.
For purposes of this Notice and Acknowledgment of Assignment (this "Notice"), "Obligation"
means collectively the Financing Agreement identified above, together with all exhibits, schedules,
addenda and attachments related thereto, and all certifications and other documents delivered in
connection therewith.
This Notice constitutes notice that the Assignor has transferred all of its right, title and interest
in, to and under the Obligation to Assignee pursuant to that certain [ ], dated as of [ ],
between Assignor and Assignee, and that Lessee should comply with any further instructions regarding
the Obligation from Assignee. The Assignee's Taxpayer Identification Number is [ ].
Any inquiries of Lessee related to the Obligation on and after the date of this Notice should be
remitted to Assignee at the following address (or such other address as provided to Lessee in writing
from time to time by Assignee):
Assignee Name
Street Number and Address
City, State ZIP CODE
Attn: [Name and Title]
Telephone: [ ]
E-mail: { }
All installment payments and other amounts corning due pursuant to the Obligation on and after
the date of this Notice are to be made to the Assignee on or before the scheduled payment date pursuant
to the following payment instructions:
Bank Name:
ABA No:
Account No:
Beneficiary:
Reference:
If you have questions regarding this matter, please contact the undersigned at 410-704-0086.
SIGNATURE PUBLIC FUNDING CORP.
By:
Narne:
Title:
ACKNOWLEDGED AND AGREED:
CITY OF MIAMI, FLORIDA
By:
Name:
Title:
CLOSING MEMORANDUM
S12,100,000.00 LEASE OF A 800 MHZ DIGITAL P25 PUBLIC SAFETY RADIO NETWORK
PURSUANT TO SCHEDULE NG. 001 DATED AUGUST 18, 2017 TO THAT CERTAIN
MASTER EQUIPMENT LEASE -PURCHASE AGREEMENT DATED AUGUST I8, 2017
BETWEEN CITY OF MIAMI, AS LESSEE, AND
SIGNATURE PUBLIC FUNDING CORP., AS LESSOR
Pre -Closing: All documents will be executed and two (2) blue ink originals will be overnighted to Signature Public
Funding Corp., Attn: Ms. Tonia Lee, 600 Washington Avenue, Suite 305, Towson, Maryland 21204, for delivery no
later than 9:00 am on the morning of August 18. 2017 and held in trust until such time as the wires and original
documents are released by the Parties.
Closing: By wire transfer and pending receipt of original, executed Lease Documents, on the morning of August 18,
2017, Lessor is authorized by Lessee to wire the following Total Lease Proceeds as defined below, pursuant to the
Wire Instructions as follows:
Bank Name:
ABA No:
Account No:
Account Name: City of Miami, Florida Master Lease Schedule 001-- Digital Trunked Simulcast Network System
Project Fund
Amount of Wire: S12,100,000.00
TOTAL DISBURSEMENT: SI2,100,000.00
and each of the Parties will confirm by e-mail receipt of funds and then the release of all original documents held in
trust, when such fonds and.!or documents are in the possession of each of the Parties.
CITY OF MIAMI
By:
Name: Daniel 1. Alfonso
Title: City Manager
TAX COMPLIANCE CERTIFICATE
OF ISSUER
Dated August 18, 2017
Pertaining to
Tax -Exempt Master Equipment Lease — Purchase Agreement, dated August 18, 2017
between Signature Public Funding Corp. and City of Miami, Florida
The City of Miami. Florida ("Issuer" or "Lessee"), by its officer signing this
Certificate, certifies, represents and covenants as follows with respect to the captioned
obligations (the "Issue"). 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 terns 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:
"Bond Fund" means the portion of the Issuer's general operating fund that will be
used to make Rental Payments (as defined in the Lease) as described in paragraph 10 of Exhibit A
to the Lease.
"Instructions" means the Rebate Instructions attached hereto as Attachment C-2.
"Lease" means the Tax -Exempt Master Equipment Lease -Purchase Agreement,
dated August 18, 2017 by and between the Lessor and the Issuer.
"Lessor" or "Purchaser" means Signature Public Funding Corp.
"Project" means the acquisition of the P25 Public Safety Radio Network and other
property listed in the Equipment Schedule (as defined in the Lease) attached to the Lease as Exhibit
A and includes interest on the Issue for up to three years from the Issuance Date or, if later, one year
after the date the Project is placed in service, all of which are governmental purposes for purposes of
the Code.
"Project Fund" means the Issuer's capital project fund established for the Project.
1
01 D •8 516-115 7/4 /A M E R I C AS
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 pay costs
of the Project
2.30 Dates. The Sale Date is August 18, 2017. The Issuance Date is the date
hereof. The final maturity date of the Issue is July 15, 2024.
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
Issue Price
$12,100,000.00
0.00
0.00
$12,100,000, 00
2.50 Sale Proceeds, Net Proceeds and
Proceeds, Net Proceeds and Net Sale Proceeds are as follows:
follows:
Issue Price
Pre -Issuance Accrued Interest
Sale Proceeds
Deposit to Reserve Fund
Net Proceeds
Minor Portion
Net Sale Proceeds
Net Sale Proceeds. The Sale
$12,100,000.00
(0.00)
$12,100,000.00
(0.00)
$12,100,000.00
(100,000.00)
$12,000,000.00
2.60 Disposition of Sale Proceeds. The Sale Proceeds will be applied as
To pay costs of the Project
Costs of Issuance
Total Sale Proceeds
$12,063,000.00
$ 3 7,000.00
$12, 1 00,000, 00
010-8516-1157/4/AMERICAS
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,
and (B) the Minor Portion to the extent provided in 3.80.
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
(A) Pre -Issuance Accrued Interest. There is no Pre -Issuance Accrued
(B) Underwriter's Discount, Issuance Costs and Bond Insurance.
$37,000.00 of proceeds will be used to pay Issuance Costs on the date hereof.
(C) Payment of New Money Project Costs.
Periods.
Interest.
(1) Sale Proceeds in the amount of $12,063,000.00 ($12,100,000.00,
less costs of issuance in the amount of $37,000.00) will be deposited into the
Project Fund and used to pay a portion of the costs of the Project. Such Sale
Proceeds may be used to acquire or hold Higher Yielding Investments for a period
ending on the third anniversary of the Issuance Date (such period being the
Temporary Period for such amount) because the following three tests are
reasonably expected to be satisfied:
(a) At least 85% of the Net Sale Proceeds will be allocated to
expenditures on the Project by the end of the Temporary Period for such
Net Sale Proceeds;
(b) Within 6 months of the Issuance. Date, the Issuer will incur
substantial binding obligations to one or more third parties to expend at
least 5% of the Net Sale Proceeds on the Project; and
(c) Completion of the Project and allocation of the Net Sale
Proceeds to expenditures with respect to the Project will proceed with due
diligence.
3
010-8516-1157/4/AMERICAS
Any Sale Proceeds of the New Money Portion that remain unspent on the third
anniversary of the Issuance Date, which is the expiration date of the Temporary
Period for such Proceeds, shall not be invested in Higher Yielding Investments
with respect to the Issue after that date except as part of the Minor Portion. In
complying with the foregoing sentence, the Issuer may take into account "yield
reduction payments" (within the meaning of Regulations § 1.148-5(c)) timely
paid to the United States.
(2) There is no Reimbursement Allocation.
3.20 Investment Proceeds. Any Investment Proceeds will be used to pay costs
of the Project and may be invested in Higher Yielding Investments during the Temporary Period
identified in 3.10(C) or, if Ionger, during the one year period from the date of receipt, such
period being the Temporary Period for such 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. Except for money referred to in 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,
(B) to replace any Proceeds of another issue that were not expended on the
project for which such other issue was issued,
4
010-8516-1157/4/AMU CAS
(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 Current Refunding
Portion and the New Money Portion, 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. See Exhibit D.
3.95 Written Procedures to Monitor the Requirements of Section 148. The
procedures set forth in Attachments C-1 (Arbitrage Compliance Checklist) and C-2 (Rebate
Instructions) constitute the Issuer's written procedures to monitor compliance with the arbitrage
Yield restriction and rebate requirements of Section 148.
IV. REBATE MATTERS
4.10 Issuer Obligation Regarding Rebate. 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(0(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
5
010-8516.1157/4/A MEAICAS
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
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 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 Regulations § 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).
5.20 Disposition of Property. The Issuer does not intend to sell or otherwise
dispose of the 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 Issuer. With
respect to tangible personal property, if any, that is parrt of the Project financed or 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 1 20% of the reasonably
expected actual use of such property for governmental purposes;
6
Q 10-8516-1157/4/A M E rn CA S
(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, if any, from any disposition of such property are
required to, and will be, deposited into the Bond Fund and used to make Rental Payments (as
defined in the Lease) provided that (i) bond counsel is first consulted and agrees that such
amounts are permitted to be used to make Rental Payments, and (ii) such amounts are used to
make Rental Payments within 6 months after the date of the deposit.
5.30 Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed.
5.40 Not Hedge Bonds. At least 85% of the Spendable Proceeds will be used
to carry out the governmental purposes of the Issue within three years from the Issuance Date.
Not more than 50%, if any, of the Proceeds will be invested in Nonpurpose Investments having a
substantially guaranteed Yield for four years or more, including but not Iimited to any
investment contract or fixed Yield investment having a maturity of four years or more. The
reasonable expectations stated above 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.
5.50 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
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.
5.60 Written Procedures to Remediate Nonqualified Bonds, The Issuer
acknowledges and establishes the Use of Proceeds Checklist and Remedial Action Instructions
set forth in Attachment C-3 as its written procedures to ensure that all "nonqualified bonds" (as
defined therein) are remediated in accordance with Regulations § 1,141-12. The Issuer will
monitor the expenditure of Gross Proceeds and the use of facilities financed by the Issue, and
will undertake, if necessary, any available measures under Regulations § 1.141-12 to ensure
compliance after the Issuance Date with the applicable covenants contained in V.
5.70 Recordkeeping. 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 been retired, 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).
7
010-6516-1157/4/AMERICAS
(B) Documentation evidencing the tuning 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 security for the
Issue.
(E) Documentation pertaining to all investments of Proceeds (including the
purchase and sale of securities, subscriptions for U.S. Treasury Securities — State and Local
Government Series, 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.
5.80 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]
8
010-8516-1157/4/AM£ftICAS
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 Lessor set forth in Attachment B. To the best of the knowledge,
information and belief of the undersigned, all expectations stated in this Certificate and in such
Attachments 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 such Attachments. The certifications and
representations made in this Certificate and in such Attachments are intended to be relied upon
as certifications described in 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 such Attachments 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.
This certificate is dated the day and year first written above.
CITY OF 11lIAMi, FLORYDA
40y:
By:
Daniel J. Alfonso, City Manager
Fern do Casamayor, Clr f Financial Officer
By: -
By:
By:
Erica T. Paschal, Finance Director
Annie.Rer
Ricardo F;lero,Thrector o n ervices
Adminis : tion
By:
Ke
By:
9
etor of Information Technology
.mot a g s. 4 .
010-8516-1157/2/A MERICAS
List of Attachments
Attachment A — Definitions for Tax Compliance Certificate
Attachment B — Lessor's Certificate
Attachment C-1 — Arbitrage Compliance Checklist
Attachment C-2 — Rebate Instructions
Attachment C-3 — Use of Proceeds Checklist and Remedial Action Instructions
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010-8516.1157/4/AMERICAS
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 term is used. Capitalized terms 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 teens 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 fiend 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 tern appears.
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oi0-8516-1157/4/AN€eras
"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 a Nonconstruction 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 fiend
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 hinds deposited in the fund or account.
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"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 governmental 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 tatter term appears. If an
election under Section 148(1)(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
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010-8515.1157/4/AMERICA5
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-I (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).
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"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
determined 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 § I.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 I48(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
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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" has the meaning set forth in the Tax Compliance Certificate.
"Minor Portion" means an amount equal to the lesser of S100,000 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.
"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 permit its operation at
substantially its design level and the facility is, in fact, in operation at such level.
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"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 Iand
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 finance 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.
"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 sane 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.
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"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 circtunstances in
which the retained amount is not yet payable, or in which the Issuer reasonably determines that a
dispute exists regarding completion or payment.
"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.
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"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 Refiuiding 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.
"Related Party" means, in reference to a GovernrnentaI Unit or 501(e)(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 terms 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 Iease obligations treated for federal income tax purposes as evidence of
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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 Gross Proceeds of an issue during which such
category of Gross 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.
"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.
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016-8516.1157J4/AMERICAS
The terms "bond," "obligation," "reasonably required reserve or replacement fund,"
"reserve or replacement fiind," "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)
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O1O-8516-1337/4/AMERJCAS
EXHIBIT B
To Tax Certificate and Agreement
Dated August 18, 2017
Pertaining to
Schedule 001, dated August 18, 2017, to that certain Tax -Exempt Master Equipment Lease — Purchase
Agreement, dated August 18, 2017 (the "Issue")
between Signature Public Funding Corp. and City of Miami, Florida
LESSOR'S CERTIFICATE
Signature Public Funding Corp. (the "Lessor"), as lessor of the obligations identified as the Issue,
issued by the City of Miami, Florida (the "Issuer"), based on its knowledge regarding the sale of the Issue, certifies
as of this date as follows;
(1) Issue Price,
a. On the date of this certificate, the Lessor is purchasing for the aggregate amount of S12,100,000.00
(the "Issue Price"), there being no accrued interest or original issue premium or discount. The Lessor is not acting
as an Underwriter with respect to the Issue. The Lessor has no present intention to sell, reoffer, or otherwise dispose
of the Issue (or any portion of the Issue or any interest in the Issue). The Lessor has not contracted with any person
pursuant to a written agreement to have such person participate in the initial sale of the Issue, and the Lessor has not
agreed with the Issuer pursuant to a written agreement to sell the Issue to persons other than the Lessor or a related
party to the Lessor. The Lessor paid no other amounts for the Issue.
b. Defined Terms.
"Public" means any person (including an individual, trust, estate, partnership, association, company, or
corporation) other than an Underwriter or a related party. The term "related party" for purposes of this certificate
generally means any two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
"Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the
lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Issue to the Public, and (ii)
any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this
paragraph to participate in the initial sale of the Issue to the Public (including a member of a selling group or a party
to a retail distribution agreement participating in the initial sale of the Issue to the Public).
All capitalized terms not defined in this Certificate have the meaning set forth in the Tax Compliance
Certificate executed by the Issuer in connection with the issuance of the Issue ("Tax Certificate") or in Attachment
A to the Tax Certificate.
(2) Yield. The Yield on the Issue is 2.059232%, being that 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 stated in
paragraph (1).
(3) Weighted Average Maturity. The weighted average maturity of the Issue is approximately 3.735
years. The weighted average maturity of an issue is equal to the sum of the products of the issue price of each
maturity of the issue and the number of years to the maturity date of the respective maturity (taking into account
mandatory but not optional redemptions), divided by the issue price of the entire issue.
(4) The Lessor is not acting in the capacity of a broker, dealer, municipal securities underwriter or
financial advisor in connection with its purchase of the Issue, and the Lessor is not being compensated for its
purchase of the Issue other than from the interest component of the Rental Payment (as defined in the Lease).
The signer is an officer of the Lessor and is duly authorized to execute and deliver this Lessor's Certificate.
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate
represents the Lessor's interpretation of any laws, including specifically Sections 103 and 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the
Tax Certificate and with respect to compliance with the federal income tax rules affecting the Issue, and by Squire
Patton Boggs (US) LLP, as bond counsel, in connection with rendering its opinion that the interest on the issue is
excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form
8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Issue.
Dated: August 18, 2017
SIGNATURE PUBLIC FUNDING CORP,
By:
Name: D. S. Keough --�
Title: Senior Managing Director
Attachment C-1
to Tax Compliance Certificate
ARBITRAGE COMPLIANCE CHECKLIST
(Governmental Use Bonds)
The Issuer certifies in the Tax Compliance Certificate ("Certificate") that it will
comply with the arbitrage rebate requirements of Section 148(f) of the Code. This checklist
provides guidance for that compliance, and this checklist is intended to satisfy Section 7.2.3.1.1
of the Internal Revenue Manual. This checklist shall also apply to all other outstanding and
future issues of Tax -Exempt Obligations issued by the Issuer. Capitalized terms not defined in
this checklist have the meanings given in the Certificate and in Attachment A to that Certificate.
1.1 Note the Yield of the Issue, as shown on the IRS Form 8038-G.
1.2 Review the Certificate to determine the Temporary Periods for the Issue, during
which periods various categories of Gross Proceeds may be invested in Higher
Yielding Investments.
1.3 Do not invest Gross Proceeds in Higher Yielding Investments following the end
of the applicable Temporary Period identified in 1.2 unless Yield reduction
payments may be made (see Certificate).
1.4 Monitor expenditures of Proceeds, including Investment Proceeds, against
Issuance Date expectations for satisfaction of 13-month (Working Capital
financings), three-year (most Capital Expenditure financings) or five-year (long-
term Capital Expenditure financings) Temporary Period from Yield restriction on
investment of Proceeds and to avoid "hedge bond" status.
1.5 Ensure that Proceeds are spent for Capital Expenditures or, if spent for Working
Capital Expenditures, ensure either that the Proceeds -spent -last rule is satisfied or
that an exception to this rule applies (see Certificate).
1.6 Ensure that investments acquired with Gross Proceeds satisfy Internal Revenue
Service ("IRS") regulatory safe harbors for establishing fair market value (e.g.,
through the use of bidding procedures), and maintain records to demonstrate
satisfaction of those safe harbors.
1.7 Consult with Bond Counsel before engaging in credit enhancement or hedging
transactions in respect of the Issue, and before creating separate funds that are
reasonably expected to be used to pay Debt Service on the Issue.
1.8 Maintain copies of all contracts and certificates relating to credit enhancement
and hedging transactions relating to the Issue
1.9 Even after all Proceeds of the Issue have been spent, ensure that the Bond Fund
meets the requirements of a Bona Fide Debt Service Fund, i.e., a fund used
primarily to achieve a proper matching of revenues with Debt Service that is
depleted at Ieast once each Bond Year, except for a reasonable carryover amount
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010-8516-1157/4/AM ERi CAS
not to exceed the greater of: (i) the earnings on the fund for the immediately
preceding Bond Year; or (ii) one -twelfth of the Debt Service on the Issue for the
immediately preceding Bond Year. To the extent that the Bond Fund qualifies as
a Bona Fide Debt Service Fund for a given Bond Year, the amounls held in that
fund may be invested in Higher Yielding Investments.
1.10 Ensure that amounts held in any reasonably required debt service reserve fund
that are invested in Higher Yielding Investments do not exceed the least of: (i)
10% of the stated principal amount of the Issue (or 10% of the Sale Proceeds of
the Issue if the Issue has original issue discount or original issue premium that
exceeds 2% of the stated principal amount of the Issue plus, in the case of
premium, reasonable underwriter's compensation); (ii) maximum annual Debt
Service on the Issue; or (iii) 125% of average annual Debt Service on the Issue.
1.11 Compliance with rebate requirement, if applicable -- see Article IV of the Tax
Compliance Certificate and, if the small issuer exception to rebate is not satisfied,
the Rebate Instructions (which will be attached as Attachment C-2 to the
Certificate if the small issuer exception is not met) for possible exceptions from
the rebate requirement. Subject to the possible exceptions, including those
mentioned below, earnings on Proceeds, to the extent invested at a Yield in excess
of the Bond Yield (i.e., positive arbitrage), generally must be rebated to the US.
Treasury, even if a Temporary Period exception from Yield restriction allowed the
earning of that positive arbitrage.
1.11.1. Ensure that rebate calculations will be timely performed and payment of
Rebate Amounts, if any, will be timely made; such payments are generally
due 60 days after the fifth anniversary of the Issuance Date, and then in
succeeding installments every five years; the final rebate payment for the
Issue is due 60 days after retirement of the last bond of the Issue. A rebate
consultant generally should be hired.
1.11.2. Review the rebate section of the Certificate to determine whether the "small
issuer" rebate exception applies to the Issue.
1.11.3. If the 6-month, 18-month, or 24-month spending exception from the rebate
requirement (as described in the Rebate Instructions) may apply to the
Issue, ensure that the spending of Proceeds is monitored prior to the semi-
annual spending dates for the applicable exception,
1.11.4. Timely make rebate and Yield reduction payments and file IRS Form
8038-T
1.11.5. Even after all other Proceeds of the Issue have been spent, ensure
compliance with rebate requirements for any debt service reserve fund and
any debt service fund that is not exempt from the rebate requirement (see
the Rebate Instructions).
1.11.6. See the Rebate Instructions for more detail regarding the rebate
requirement.
1.12 The foregoing items in this checklist shall be monitored at least annually as
long as there are unspent Gross Proceeds.
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C 1O.8516-1157/4/AMER ICAS
1.13 Maintain records of investments and expenditures of Proceeds, rebate exception
analyses, rebate calculations, Forms 8038-T, and rebate and Yield reduction
payments, and any other records relevant to compliance with the arbitrage
restrictions.
1.14 The person(s) who hold the following title(s) shall be responsible for monitoring
compliance with the arbitrage rebate requirements of Section 148 of the Code, as
set forth in this checklist: Finance Director.
1.I5 The person(s) responsible for monitoring compliance with the arbitrage rebate
requirements of Section 148 of the Code shall receive appropriate training
regarding the Issuer's accounting systems and their application to the investment
and expenditure of Gross Proceeds. This training shall occur when a new
individual assumes the responsibilities described in this checklist. Training shall
also be available to ensure current knowledge of the Issuer's existing accounting
systems and exposure to any pertinent modifications that are subsequently
implemented by the Issuer.
1.16 The records required to be kept under this checklist shall be maintained in paper
or electronic format until the date three (3) years after the last bond of the
applicable issue of Tax -Exempt Obligations ("Issue") has been retired; if any
portion of such Issue is refunded by a Refunding Issue, such records shall be
maintained 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.
(End of Attachment C-1)
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01O-8516-1157/4/AMERICAS
Attachment C-2
to Tax Compliance Certificate
INSTRUCTIONS FOR COMPLIANCE WITH REBATE
REQUIREMENTS OF SECTION 148(f) OF THE CODE
(Governmental Use Bonds)
The Issuer' covenanted in the operative documents (i.e., Ordinance/Resolution/
Trust Indenture/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
Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the
Issuer.
For purposes of these Instructions, the term "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: (1) for any Bond Year in which the gross earnings on such Fund for such Year are Tess than
$100,000; (2) if the average annual Debt Service on the Issue does not exceed $2,500,000; or (3) if 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.
3 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 Patton
Boggs (US) LLP to do the computations, please feel free to contact the Squire Patton Boggs (US) LLP attorney with
whom you normally consult to discuss engaging the Firm to provide such assistance.
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O10-a515.1157/4/AMERICAS
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 I 8-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.
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
For purposes of these Instructions, references to "Refunding Issue" include the Refunding Portion of a
Multipurpose Issue.
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O n-8515.115 7/4 /A M E R ICA S
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(c)(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) AlI 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, pleasured 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 18th 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 rnet
as of the end of each of the first two spending periods, the amount of Investment Proceeds that the
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.
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010-9516-1157/4/AMERICAS
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 Nonconstniction Portion of a Bifurcated Issue is the &-
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 fiend 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).
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.
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010-8516-1157/4/AMERICAS
For purposes of detenniring 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 final 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) 1'/A%o 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 1 %2%a 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% 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 1 %%
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.
Within 60 days after each Computation Date (except the final 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 Amotmt, 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
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010-8516-1157/4/AMERFCA5
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 or Trustee, as applicable, 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 or Trustee 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, Trustee, or Rebate Analyst, as applicable, shall retain the
records of all calculations and payments of the Rebate Amount until tree 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
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
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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 Ieast 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.
(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
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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 or Trustee 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 deternhir>ing 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 (I) the amount of the fee treated as a
Qualified Administrative Cost does not exceed the lesser of (a) $39,000, 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 (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
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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
$111,000, 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, Trustee 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
and the Trustee receive 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 and the Trustee, if applicable, 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. The Trustee shall have no duty or
responsibility to independently verify any of the Issuer's, or the Rebate Analyst's, calculations with
respect to the payments of the Rebate Amount due and owing to the United States. Under no
circumstances whatsoever shall the Trustee be liable to the Issuer, any bondholder or any other
person for any inclusion of the interest on the Issue in gross income for federal income tax purposes,
or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any
way connected therewith, so long as the Trustee acts only in accordance with these Instructions and
the operative documents pertaining to the Issue.
(End of Attachment C-2)
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Attachment C-3
to Tax Compliance Certificate
USE OF PROCEEDS CHECKLIST AND
REMEDIAL ACTION INSTRUCTIONS FOR NONQUALIFIED BONDS
(GOVERNMENTAL USE BONDS)
The Issuer certifies in the Tax Compliance Certificate ("Certificate") that it will spend the Gross
Proceeds of the Issue and use the facilities financed with those Gross Proceeds ("Bond -Financed
Facilities" or "Project") in a manner that complies with the restrictions and requirements
imposed by the Code and Regulations on Tax -Exempt Bonds. The Issuer further certifies in the
Certificate that it will comply with the remedial action requirements, if necessary, set forth in
Regulations § 1.141-12. These Instructions provide guidance for that compliance, and they are
intended to satisfy Section 7.2.3.1.1 of the Internal Revenue Manual. These Instructions shall
also apply to all other outstanding and future issues of Tax -Exempt Obligations issued by the
Issuer. Capitalized terms not defined in these Instructions have the meanings given in the
Certificate or in Attachment A to that Certificate.
PART I— USE OF PROCEEDS CHECKLIST
1. Use of Proceeds
1.1 Ensure there exists a clearly established accounting procedure for tracking
investment and expenditures of Proceeds, including Investment Proceeds.
1.2 At or shortly after issuance of the Issue, allocate Proceeds to reimbursement of
prior expenditures, as appropriate.
1.3 Ensure that a final allocation of Proceeds (including Investment Proceeds) to
qualifying expenditures is made if Proceeds are to be allocated to Project
expenditures on a basis other than "direct tracing" (direct tracing means treating
the Proceeds as spent as shown in the accounting records for Proceeds draws and
Project expenditures). An allocation other than on the basis of "direct tracing" is
often made to reduce the Private Business Use (see Section 2, below) of Proceeds
that would otherwise result from "direct tracing" of Proceeds to Project
expenditures. This allocation must be made within 18 months after the later of the
date the expenditure was made or the date the Project was placed in service, but
not later than five years and 60 days after the Issuance Date of the Issue or 60
days after the Issue is retired. Bond counsel can assist with the final allocation of
Proceeds to Project costs.
1.4 Maintain careful records of all Bond -Financed Facilities and other costs (e.g.,
Issuance Costs, credit enhancement and capitalized interest) and uses (e.g.,
deposit to reserve fund) for which Proceeds were spent or used. These records
should be maintained separately for each issue of Tax -Exempt Bonds.
1.5 On at least an annual basis, identify all current and contemplated uses of
Bond -Financed Facilities and confer as necessary with Bond Counsel to ensure
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that the use of the Bond -Financed Facilities complies with the covenants and
restrictions set forth in the Certificate.
2. Monitoring Private Business Use
2.1 Before entering into any new management, service, or research agreements
described in 2.3.3 and 2.3.4, below, engage Bond Counsel to review the
agreements to determine whether they result in Private Business Use.
2.2 Analyze at least annually any Private Business Use of Bond -Financed Facilities to
determine whether the 5% or 10% limitation, as applicable, on Private Business
Use of Proceeds is exceeded. Contact Bond Counsel if this limit is exceeded.
2.3 Maintain copies of all of the following contracts or arrangements (or, if no written
contract exists, maintain detailed records of the following contracts or
arrangements) with a Private Person:
2.3.1 Sales of Bond -Financed Facilities.
2.3,2 Leases of Bond -Financed Facilities.
2.3.3 Management or service contracts relating to Bond -Financed Facilities.
2.3.4 Research contracts under which a Private Person sponsors research in
Bond -Financed Facilities.
2.3.5 Any other contracts involving "special legal entitlements" (such as naming
rights or exclusive provider arrangements) granted to a Private Person
with respect to Bond -Financed Facilities.
Each of the foregoing contracts or arrangements may result in Private Business
Use of the Bond -Financed Facilities. Consult with Bond Counsel to undertake
any necessary remedial actions, discussed below, in respect of "nonqualified
bonds" of the Issue. If a remedial action is not available, consult with Bond
Counsel regarding the potential application of the voluntary closing agreement
program maintained by the Internal Revenue Service.
3. Responsible Person, Training and Record Retention
3.1 The person(s) who hold the following title(s) shall be responsible for monitoring
the use of Proceeds and the existence of any Private Business Use of Bond -
Financed Facilities, as set forth in these Instructions: Finance Director.
3.2 The person(s) responsible for monitoring the use of Proceeds and the existence of
any Private Business Use of Bond -Financed Facilities shall receive appropriate
training regarding the Issuer's accounting systems (including entries for the
expenditure of Proceeds on Bond -Financed Facilities), contract intake system,
facilities management and other systems that track the expenditure and use of
Proceeds.
3.2.1 This training shall occur when a new individual assumes the
responsibilities described in these Instructions.
3.2.2 Training shall be available to ensure current knowledge of the Issuer's
existing accounting, contract, facilities management and other systems that
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involve Tax -Exempt Obligations and exposure to any pertinent additional
systems that are subsequently implemented by the Issuer.
3.3 The records required to be kept under these Instructions shall be maintained in
paper or electronic format until the date three (3) years after the last bond of the
applicable issue of Tax -Exempt Obligations ("Issue") has been retired; if any
portion of such Issue is refunded by a Refunding Issue, such records shall be
maintained 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.
PART II — REMEDIAL ACTION
1. Deliberate Action. A "deliberate action" ("Deliberate Action") is any action taken after
the Issuance Date by the Issuer that is within the Issuer's control and that causes:
1.1
1.2
more than 5% or 10%, as applicable, of the Proceeds to be used for a Private
Business Use (the "Private Business Use Limit"), and more than 5% or 10%, as
applicable, of either the principal of or interest on the Issue to be secured by or
derived, directly or indirectly, from Private Security or Payments (collectively
with the Private Business Use Limit, the "Private Business Limits"); or
the amount of Proceeds that are to be used to make or finance loans to any Private
Person, in the aggregate, to exceed the lesser of 5% of such Proceeds or
$5,000,000 ("Private Loan Limit").
An action by the Issuer is not a Deliberate Action if the action was (i) the result of an involuntary
conversion of all or a portion of the Project, or (ii) an action that was taken in response to a
regulatory directive made by the federal government (see Regulations §1.141-2(d)(3)(ii)).
2. Timely Reallocation. If a Deliberate Action occurs, the Issuer may reallocate the
Proceeds that had been allocated to the Project or portion thereof as to which the Deliberate
Action occurred to other permitted uses not later than 18 months after the later of (i) the date of
the expenditure to which the Proceeds were originally allocated or (ii) the placed in service date
of the Project or portion thereof to which such Proceeds were originally allocated, but not later
than 60 days after the fifth anniversary of the Issuance Date or the retirement of the Issue, if
earlier (see Regulations §§1.141-6(a) and 1 . 148-6(d)( 1 )(iii)).
3. Remedial Action.
3.1 Effect. A "remedial action" cures the use of Proceeds that caused the Private
Business Use limit or the Private Loan Limit to be exceeded. A remedial action
will not impact the amount of Private Security or Payments.
3.2 Ability to Use. In order to achieve either or both of the effects set forth in 3,1,
five conditions must be satisfied (see 3.3) and one of three alterative remedial
actions must be taken (see 3.4).
3,3 Conditions. The Issuer may use a "remedial action" only if the following five
conditions are satisfied:
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3.3.1 On the Issuance Date, the Issuer did not reasonably expect either the
Private Business Limits or the Private Loan Limit to be exceeded at any
time while any portion of the Issue was outstanding.
3.3.2 On the Issuance Date, the weighted average maturity of the Issue did not
exceed 120% of the weighted average of the reasonably expected
economic lives of the assets comprising the Project.
3.3.3 Unless the Project is being used for an alternative use (as described in
3.4.3 below), the new user of all or any portion of the Project must have
paid fair market value therefor.
3.3.4 The Issuer must treat any "disposition proceeds," which are all proceeds
received from the sale, transfer or other disposition of all or a portion of
the Project, as Gross Proceeds for arbitrage (Section 148) purposes.
3.3.5 Prior to the Deliberate Action, the Proceeds were used for a governmental
purpose unless the remedial action to be taken is described in 3.4.1.
3.4 Types of Remedial Action.
3.4.1 Redemption of Nora -Qualified Bonds. The "non -qualified bonds" are the
portion of the Issue allocable to the Deliberate Action that causes the Issue
to exceed the Private Business Limits or the Private Loan Limit. In
general, within 90 days after the Deliberate Action, either the non -
qualified bonds must be redeemed or an escrow that defeases the non -
qualified bonds to their earliest redemption date must be established. A
defeasance escrow may not be used, however, if the period between the
Issuance Date and the earliest redemption date of the non -qualified bonds
is more than 10.5 years; in such case, a closing agreement with the
Internal Revenue Service ("IRS") may be necessary. If a defeasance
escrow is established, the Issuer must notify the IRS within 90 days of its
establishment. Notwithstanding the general requirement stated above that
all non -qualified bonds must be redeemed or defeased, if the disposition
proceeds consist exclusively of cash, it is sufficient that the disposition
proceeds be used to redeem or defease a pro rata portion of the non -
qualified bonds.
3.4.2 Alternative Use of Disposition Proceeds. The Issue satisfies the
requirements of this remedial action if:
3.4.2.1. all disposition proceeds consist exclusively of cash;
3.4.2.2. the Issuer reasonably expects to spend the disposition proceeds
within two years after the date of the Deliberate Action;
3.4.2.3. the disposition proceeds are treated as Proceeds for purposes of
the Private Business Limits and the Private Loan Limit, the use of the disposition
proceeds does not cause the Issue to exceed these Limits, and the Issuer does not
take a subsequent Deliberate Action that causes either of these Limits to be
exceeded;
3.4.2.4. any unspent disposition proceeds must be used to redeem all or a
portion of the Issue; and
3.4.2.5. if the disposition proceeds are to be used by a 501(c)(3)
Organization, from the date of the Deliberate Action, the non -qualified bonds
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must constitute Qualified 501(c)(3) Bonds and be treated as reissued for that
purpose.
3.4.3 Alternative Use of Project, The Issuer satisfies the requirements of this
remedial action if:
3.4.3.1. the portion of the Project that is transferred or disposed of could
have been financed by another type of Tax -Exempt Bond;
3.4,3.2. the Deliberate Action taken by the Issuer did not involve a
purchase financed by another issue of Tax -Exempt Bonds; and
3.4.3.3. any disposition proceeds resulting from the Deliberate Action
(other than those related to the provision of services) are used to pay Debt Service
on the Issue on the next available payment date or, within 90 days of receipt, are
deposited into a Yield -restricted escrow to be used to pay Debt Service on the
next available payment date.
Under these circumstances, the non qualified bonds are treated as re -issued as of
the date of the Deliberate Action, and must remain qualifying Tax -Exempt Bonds
throughout their term.
4, Examples of Deliberate Action,
4.1 Lease to a Private Person, A Deliberate Action generally occurs if the Issuer (i)
leases space within the Project to a Private Person and that use, when added to
any other Private Business Use, exceeds 5% or 10%, as applicable, of the Bond -
Financed Facilities so that more than 5% or 10%, as applicable, of the Proceeds of
the Issue are considered used for a Private Business Use and (ii) receives rent
under that lease that, when added to any other Private Security or Payments,
exceeds 5% or 10%, as applicable, of the Proceeds.
4.2 Service Contract. A Deliberate Action generally occurs if (i) (1) the Issuer enters
into a "service contract" (defined below) with a Private Person, (2) that Service
Contract will be performed (or will be deemed to be performed) within the
Project, (3) that Service Contract does not satisfy the requirements set forth in
Revenue Procedure 97-13 (or its successor), and (4) that use, when added to any
other Private Business Use of the Project, exceeds 5% or 10%, as applicable, of
the Proceeds, and (ii) payments received or deemed received with respect to the
Project in which the Service Contract is performed, when added to any other
Private Security or Payments, exceed 5% or 10%, as applicable, of the Proceeds.
A service contract is an arrangement under which services are to be provided by a
Private Person involving the use of all or any portion of, or any function of, the
Bond -Financed Facilities (for example, management services for an entire facility
or a specific department of a facility).
4.3 Sale of Project. A Deliberate Action generally occurs if the Issuer sells all or
more than 5% or 10%, as applicable, of the Bond -Financed Facilities to a Private
Person, which results in Private Business Use, and receives commensurate
disposition proceeds for that sale.
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4.4 Loan to a Private Person, A Deliberate Action generally occurs if the Issuer Loans
more than $5,000,000 of the Proceeds to a Private Person because that loan will
cause the Issue to exceed the Private Loan Limit,
(End of Attachment C-3)
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