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Composite Exhibit A SUB
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. COMPOSITE EXHBIT A Master Resolution, Master Agreement, and Findings and Recommendations Memorandum FILE NO 7798 COMPOSITE EXHIBIT A SUB City of Miami Legislation Resolution: R-19-0207 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5382 Final Action Date: 5/23/2019 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, PURSUANT TO THE REQUEST FOR PROPOSALS THAT WAS ISSUED APRIL 22, 2019 BY CITY OF MIAMI ("CITY") FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), THE SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING IN A NOT TO EXCEED TOTAL AGGREGATE PRINCIPAL AMOUNT OF THIRTY SIX MILLION DOLLARS ($36,000,000.00) FOR THE LEASE/PURCHASE ACQUISITION OF APPROXIMATELY FIVE HUNDRED FORTY (540) POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FINANCING LEASE/PURCHASE AGREEMENT ("AGREEMENT") FOR SAID VEHICLES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. WHEREAS, on April 14, 2005, the Miami City Commission approved Resolution No. 05- 0215 for the accessing of the Florida Sheriffs Association ("FSA") contract ("Contract") for the purchasing of vehicles, trucks, vans, and other equipment for the City of Miami ("City"); and WHEREAS, the Contract is still available for the City to make piggyback purchases; and WHEREAS, the City has an immediate need to finance and to acquire approximately Five Hundred Forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, "Vehicles") in the current fiscal year estimated at a not -to -exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) to be repaid according to the respective useful lives of the vehicles at five (5), seven (7), or ten (10) years; and WHEREAS, on April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. ("PFM"), issued a Request for Proposals ("RFP") solicitation process on behalf of the City to the banking and financial industry consistent with the City's needs to obtain a means of financing the lease acquisition the Vehicles in the current fiscal year from the FSA Contract, with the lowest cost for funds based on the current market at the most favorable terms possible for the resulting Financing Lease/Purchase Agreement ("Agreement"); and 1- z w w O co �w zm O z a F U co m— J co K w a O 2 CA j 7 Z O W U 2 m N 7 • z U J F O a LL O N p F O w City of Miami Page 1 of 2 File ID: 5382 (Revision:) Printed On: 10/23/2020 File ID: 5382 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: R-19-0207 WHEREAS, PFM's RFP solicitation process resulted in seven (7) proposal responses from various banking and financial institutions; and WHEREAS, on May 13, 2019, after review and analysis by the City and PFM of the proposals received, the City's Finance Committee unanimously approved a favorable recommendation of the proposal received from Santander Bank ("Santander") for the vehicle lease/purchase financing program and recommendation; and WHEREAS, it is recommended that the proposal received from Santander be approved by the City Commission, as this financial institution provided the most favorable terms and overall conditions, with the differentiating factors presented in Santander's proposal including a combination of the bank's lowest interest rates for the draw structure, lack of onerous and non- standard provisions, and most generous pre -payment terms; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The selection of the proposal response to the PFM RFP submitted by Santander for the provision of capital financing in a not to exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) for the lease/purchase acquisition of the Vehicles and for payment of the financing costs of the same is approved. Section 3. The City Manager is authorized' to negotiate and execute the Agreement, in a form acceptable to the City Attorney, and any and all amendments and documents required by said Agreement, provided that the terms are consistent and in a form acceptable to the City Attorney. Section 4. The City Manager is further authorized' to take any and all actions necessary to effectuate said lease/purchase acquisitions, subject to the availability of funds and budgetary approval at the time of need. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, City 'ttar ey 5/14/2019 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami FILE NO. 7798 COMPOSITE EXHIBIT A SUB Page 2 of 2 File ID: 5382 (Revision:) Printed on: 10/23/2020 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. NOT TO EXCEED $36,000,000 CITY OF MIAMI, FLORIDA MASTER VEHICLE LEASE PURCHASE AGREEMENT April 15, 2020 CLOSING DOCUMENTS 1. (a) Master Vehicle Lease Purchase Agreement dated June 20, 2019 (b) Description of Equipment of Vehicle Lease Purchase Agreement (c) Schedule of Payments (d) Final Acceptance (e) Self -Insurance Letter (f) First Lease Lessee Certificate (g) Vehicle Reimbursement Spreadsheet 2. Resolution No. R-19-0207 adopted on May 23, 2019 (the "Authorizing Resolution") 3. Disclosure Letter 4. Lessor's Certificate 5. Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, as Amended 6. IRS Form 8038-G 7. (a) Notice of Sale to Division of Bond Finance (b) Bond Finance Forms 2003 and 2004-B 8. Certificate Re Interest Rate 9. Opinion of Bryant Miller Olive, P.A., Bond Counsel 10. Opinion of Victoria E. Mendez, Esq., City Attorney 11. Incumbency Certificate 12. Final Numbers 13. Closing Memorandum Distribution: (3) City of Miami, Florida (1) Santander Bank, N.A. (1) Bryant Miller Olive P.A. (1) PFM Financial Advisors LLC 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. MASTER VEHICLE LEASE PURCHASE AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Lessee City of Miami, Florida Attention: City Manager 444 SW 2"d Avenue, 10th Floor Miami, FL 33130 Dated as of June 20, 2019 Lessor Santander Bank, N.A. 3 Huntington Quadrangle, Suite 101N Melville, NY 11747 This Master Vehicle Lease Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires from time to time to lease the Equipment described in Equipment Schedules (each a "Schedule") to be attached hereto to Lessee and Lessee desires to lease such Equipment from Lessor subject to the terms and conditions of this Agreement, which are set forth below, and the applicable Schedule. 1. Definitions: Section 1.01.Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement' means this Master Vehicle Lease Purchase Agreement. "Budget Year" means the Lessee's fiscal year which is from October 1 to September 30. "City" means the City of Miami, a municipal corporation of the State of Florida, as Lessee hereunder. "Commencement Date" is the date when Lessee's obligation to pay rent begins. "Equipment" means the items of Equipment listed on Exhibit "A" to each Schedule and all replacements, restorations, modifications and improvements. "Lease" means this Agreement and an individual Schedule hereto, which shall collectively constitute the terms and conditions applicable to the lease of the Equipment subject thereto. "Lessee" means the entity listed above as Lessee and which is leasing the Equipment from Lessor under the provisions of this Agreement and a Schedule. "Lessor" means the entity originally listed above as Lessor or any of its assignees. "Lease Term" means the Original Term and all Renewal Terms applicable to a Lease. "Original Term" means the period from the Commencement Date until the end of the Budget Year of Lessee. "Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Lessee's Budget Year. "Rental Payments" means the payments Lessee is required to make under this Agreement as set forth on Exhibit "B" to each Schedule made subject thereto. "Resolution" means Resolution No. 19-0207, adopted by the Miami City Commission on May 23, 2019 which authorizes the City Manager to negotiate and execute this Agreement, the Lease, Schedules, and Exhibits, in a form acceptable to the City Attorney. "Schedule" means a schedule substantially in the form attached hereto and all exhibits thereto pursuant to which Lessor and Lessee agree to the lease of the Equipment described therein and which together with the terms of the Agreement applicable thereto constitutes an individual Lease. "State" means the state in which Lessee is located. 11. Lessee Warranties Section 2.01. With respect to each Lease, Lessee represents, warrants and covenants as follows for the benefit of Lessor or its assignees that to the best of its knowledge, information and belief : (a) Lessee is a municipal corporation organized and existing under the laws of the State of Florida and is a local government unit within the meaning of Section 1.103-1(b) of the Internal Revenue Code of 1986, as amended (the "IRS Code") authorized to issue obligations on its own behalf within the meaning of the treasury regulations promulgated under the Code. (b) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and each Schedule, and has used such authority to properly execute and deliver this Agreement and each Schedule. Lessee has followed all proper procedures of its governing body in executing this Agreement and each Schedule. The Officers of Lessee executing this Agreement and each Schedule have the authority to execute and deliver this Agreement and each such Schedule. This Agreement and each Schedule constitute a legal, valid, binding and enforceable obligation of the Lessee in accordance with their terms. (c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement and each Schedule. (d) Lessee shall use the Equipment only for essential, traditional government purposes. (e) Should the Lessee cease to be an issuer of tax exempt obligations or if the obligation of Lessee created under any Lease ceases to be a tax exempt obligation for any reason, then Lessee shall be required to pay such applicable amount of additional sums to the Lessor or its assignees as are necessary so as to bring the after tax yield on any Lease to the same level as the Lessor or its assignees would attain if the transaction continued to be tax-exempt. (f) Lessee has never non -appropriated funds under an agreement similar to this Agreement. (g) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the IRS Code with respect to each Lease. (h) Upon written request by Lessor, Lessee will provide Lessor with current financial statements, reports, budgets or other relevant fiscal information. (i) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. as amended and supplemented. (j) Lessee presently intends to continue each Lease for the Original Term and all Renewal Terms as set forth on Exhibit "B" to the Schedule relating thereto. The official of Lessee responsible for budget preparation will include in the budget request for each Budget Year the Rental Payments to become due in such Budget year, and will use appropriate reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Rental Payments coming due therein. Lessee reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. Section 2.02.Escrow Agreement. In the event both Lessor and Lessee mutually in advance and in writing agree to utilize an escrow account, then immediately following the execution and delivery of any Schedule, Lessor and Lessee agree to execute and deliver and to cause an escrow agent to execute and deliver an escrow agreement. Such Lease shall take effect only upon execution and delivery of the escrow agreement by the parties thereto. Lessor shall deposit or cause to be deposited with the escrow agent for credit to an equipment acquisition fund the sum specified in such Schedule which shall be held, invested and disbursed in accordance with the escrow agreement. III. Acquisition of Equipment, Rental Payments and the Purchase Option Price Section 3.01. Acquisition: Lessee shall advise Lessor in writing of its desire to lease Equipment and of the desired lease terms. Upon agreement by Lessor and Lessee as to the lease of such Equipment and such terms, Lessee shall be solely responsible for the ordering of the Equipment and the delivery and installation thereof. Lessor shall furnish to Lessee a Schedule relating to such Equipment, which shall become effective upon the execution and delivery of such Schedule, all documents contemplated hereby and thereby with respect to such Schedule, and the earlier of Lessee's written acceptance of such Equipment or the deposit into escrow of moneys to pay for such Equipment as provided in Section 2.02. Nothing herein shall obligate Lessor to lease any Equipment to Lessee until Lessor shall have executed the lease and concurred in writing to the lease of such Equipment. Section 3.02.Rental Payments .Lessee shall promptly pay Rental Payments under each Schedule, from any and all legally available funds, exclusively to Lessor or its permitted assignees, in lawful money of the United States of America. The Rental Payments shall be sent to the location specified by the Lessor or its permitted assignees. The Rental Payments shall constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. Lessor shall have the option to charge interest at the lower of ;i) six percent (6%) or ii) the highest lawful rate permitted by Florida law on any Rental Payment received later than the due date. The Rental Payments will be payable without notice or demand. Section 3.03.Rental Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE. Section 3.04. Purchase Option Price. With respect to each Schedule, upon thirty (30) days written notice, Lessee shall have the option to pay, in addition to any Rental Payment due thereunder, the corresponding Purchase Option Price which is listed on the same line on Exhibit B to such Schedule. If Lessee chooses this option and pays the Purchase Option Price to Lessor then Lessor will transfer any and ail of its rights, title and interest in the Equipment subject to such Lease to Lessee. Section 3.05. Lease Term. The Lease Term of each Lease shall be the Original Term and all Renewal Terms thereunder until all the Rental Payments due thereunder are paid as set forth in the applicable Schedule except as provided under Section 4.01 and Section 9.01 below. If, after the end of the budgeting process which occurs at the end of the Original Term or any Renewal Term, Lessee has not terminated a Lease pursuant to Section 4.01 hereof then the Lease Term for such Lease shall be extended into the next Renewal Term and the Lessee shall be obligated to make the Rental Payments that come due during such Renewal Term. Section 3.06.Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY LESSEE. IV. Non -Appropriation Section 4.01.Non-Appropriation. If insufficient funds are available in Lessee's budget for the next Budget Year to make the Rental Payments for the next Renewal Term under any Lease, then Lessee shall have the option to non -appropriate the funds to pay the Rental Payments for the next Renewal Term with respect to such Lease. Lack of a sufficient appropriation shall be evidenced by the passage of an ordinance or resolution by the governing body of Lessee specifically prohibiting Lessee from performing its obligations under such Lease for a designated Budget Year and all subsequent Budget Years. If Lessee chooses this option, then all obligations of the Lessee under such Lease regarding Rental Payments for all remaining Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without other recourse or penalty or liability to the Lessee of any kind provided that if Lessee has not delivered possession of the Equipment subject to such Lease to Lessor as provided herein and conveyed to Lessor or released its interest in such Equipment by the end of the last Budget Year for which Rental Payments were paid, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit "B" to the Schedule for such Lease which are attributable to the number of days after such Budget Year during which Lessee fails to take such actions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Lessee shall immediately notify the Lessor in writing as soon as the decision to non -appropriate is made. If such non -appropriation occurs, then Lessee shall deliver the Equipment to Lessor or to a commercially reasonable location within the State of Florida designated by Lessor at Lessee's expense. Lessee shall be liable for all damage to the Equipment other than normal wear and tear. If Lessee fails to deliver such Equipment to Lessor, then Lessor may enter the premises where such Equipment is located and peaceably take possession of the Equipment and charge Lessee for costs incurred. V. Insurance, Damage, Insufficiency of Proceeds, Lessee Negligence Section 5.01.Insurance. (s)Pursuant to Florida Statute Section 768.28, which provides for limited waiver of sovereign immunity in tort actions or claims against the state and its agencies and subdivisions up to the statutory limits, the present statutory limit of recovery in the absence of special relief granted by the Florida legislature is $200,000 per person and $300,000 per incident. Under the protection of this sovereign immunity limit, Florida Statutes 768.28 and Chapter 440, Florida Statutes covering Workers' Compensation), Lessee has established a self -insured program to provide coverage for almost all areas of liability including Workers' Compensation, General Liability, Automotive Liability, Police Professional Liability, Public Officials' Liability, and Employment Practices Liability. Lessee may, with Lessor's consent (which consent is hereby granted), self —insure against the risks described above. Lessee shall furnish Lessor evidence of such self-insurance coverage throughout each Lease Term as set forth in Exhibit G to each Schedule. Lessee shall not materially modify or cancel such self-insurance coverage without first giving written notice thereof to Lessor at least ten (10) days in advance of such cancellation or modification. Section 5.02.Lessee Negligence. To the extent allowed by Florida Statute 768.28 and other applicable laws, Lessee assumes all risks and liabilities, whether or not covered by insurance, for; i) loss or damage to the Equipment, ii) for injury to or death of any person to the extent that such injury or death is attributable to the negligence of Lessee, its employees or agents, and iii) damage to property other than the Equipment arising out of or incident to any negligent possession, use, operation, condition or storage of any Equipment by Lessee, provided that such damage is proximately caused by the negligence of Lessee or its employees or agents. The property damage for which Lessee may be liable hereunder includes but is not limited to loss or damage relating to the release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and all similar or successor laws or statute or local laws now existing or hereafter enacted. Lessee hereby assumes responsibility for all liabilities, obligations, losses, damages, penalties, claims, actions costs and expenses, including reasonable attorney's fees, incurred by or asserted against Lessor that in any way relate to or arise out of a claims, suit or proceeding based in whole or in part upon the negligent conduct of Lessee, its agents or employees to the maximum extent permitted by law under Section 768.28, Florida Statutes. Notwithstanding the foregoing, nothing contained herein shall, impair or affect any right of Lessee to bring a claim against any third party in connection with any personal injury, death or property damage. VI. Title and Security Interest Section 6.01.Title. Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment. Title to the Equipment subject to a Lease will automatically transfer to the Lessor in the event Lessee non -appropriates under Section 4.01 with respect to such Lease or in the event Lessee defaults under Section 9.01 with respect to such Lease. In either of such events, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to the Equipment subject to such Lease to Lessor. Section 6.02.Security Interest. If and only to the extent applicable to municipalities pursuant to the Florida law to secure the payment of all Lessee's obligations under each Lease, Lessee hereby grants to Lessor a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit "A" to each Schedule. If applicable pursuant to Florida law, the security interest established by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Also if applicable pursuant to Florida law, Lessee agrees that Lessor or its assignee may execute such additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Lessee which Lessor deems necessary or appropriate to protect Lessor's interest in the Equipment and in this Agreement and each Lease. If and only to the extent applicable to municipalities pursuant to Florida law,. Lessee authorizes Lessor to record such documentation as necessary for Lessor to perfect its security interest. The Security Interest shall only apply to this equipment and to no other equipment of the Lessee. Section 6.03.Personal Property. The Equipment is and shall at all times be and remain personal property notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise. VII. Assignment Section 7.01.Assignment by Lessor: The Lessor shall provide prior written notification to the Lessee of its intention to assign or transfer any Lease under this Agreement, which written notification shall include the name and address of the proposed transferee, the date of the expected transfer and a statement that the transferee is an "accredited investor" or a "qualified institutional buyer." Lessor shall not transfer or assign any Lease to a Disqualified Lessor. A Disqualified Lessor is a financial institution which has a position that is adverse to the City of Miami in any litigation from time to time during the term of this Agreement, including such litigation currently involving allegations of housing discrimination or other alleged fair housing vioiations. A Lessor shali cease to be a Disqualified Lessor once it is no ionger has a position that is adverse to the City of Miami in any such litigation. Upon execution of this Agreement, Lessee shall provide Lessor with a written list of Disqualified Lessors and shall update that list quarterly, including both additions and deletions ( i.e. Lessors who are no longer involved in fair housing litigation or such other previously disclosed adverse litigation with the City of Miami). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (b) No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee to the attention of the City Manager, Chief Financial Officer, and Purchasing Director, prior written notice of assignment, by certified mail,. Return receipt requested, identifying the assignee as required by the Uniform Commercial Code. Lessee shall pay all Rental Payments due under each Lease to or at the direction of Lessor or the assignee named in the notice of assignment. No further payments will made to the Assignor. Lessee shall keep a complete and accurate record of all such assignments. Section 7.02.Assignment by Lessee. None of Lessee's right, title and interest under this Agreement, each Lease and in the Equipment may be assigned by Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally recognized Bond Counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect, test, service, maintain, repair or make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear and tear. Notwithstanding the foregoing, nothing contained herein shall impair or affect any right of Lessee to bring a claim against any third party in connection with any damage to the Equipment.. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the installation, operation, possession, storage or use of the Equipment. If the Equipment includes any titled vehicles, then Lessee is responsible for obtaining such titles from the State and also for ensuring that Lessor is listed as first lien holder on all of the titles which are included in the Equipment. Lessee shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Lessee shall not during the term of this Agreement create, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement. The Equipment is and shall at all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable times. IX. Default Section 9.01. Events of Default defined. Absent a Force Majeure Situation, the following events shall constitute an "Event of Default" with respect to a Lease: (a) Failure by Lessee to pay any Rental Payment listed on Exhibit "B" to the applicable Schedule for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit "B". (b) Failure to pay any other payment required to be paid under this Agreement and the applicable Schedule at the time specified herein and therein and a continuation of said failure for a period of fifteen (15) days after written notice by Lessor that such payment must be made. If Lessee continues to fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all costs incurred plus interest at the highest lawful rate. (c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement or the applicable Schedule for a period of thirty (30) days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in writing to an extension of time. Lessor will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee. Subsection (c) does not apply to Rental Payments and other payments discussed above. (d) Any statement, material omission, representation or warranty made by Lessee in or pursuant to this Agreement or the Schedule which proves to be false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely affects the rights or security of Lessor under this Agreement or the applicable Schedule. (e) Any provision of this Agreement or the applicable Schedule which ceases to be valid for whatever reason and the loss of such provision, would materially adversely affect the rights or security of Lessor. (f) Lessee admits in writing its inability to pay its obligations, Lessee applies or consents to the appointment of a receiver or a custodian to manage its affair, or. Lessee makes a general assignment for the benefit of creditors. Section 9.02.Remedies on Default. Absent a Force Majeure Situation, whenever any Event of Default exists with respect to any Lease and such Event of Default is continuing without being cured as provided herein, Lessor shall provide written notice of such Event of Default to the Lessee, and Lessor shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating the Lease, Lessor may declare (i) only such Rental Payments and other amounts payable by Lessee pursuant to the Section 3.02 above for the particular Schedule thereunder that has not been cured by payment, and (ii) only to the end of the then current Budget Year under the particular Schedule, to be immediately due and payable.(There is no cross -default to any other Schedule that is not in default.) (b) With or without terminating the Lease, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment subject thereto to Lessor to a location specified by Lessor. Such delivery shall take place within thirty (30) days after the Event of Default occurs. If Lessee fails to deliver such Equipment, Lessor may peaceably enter the premises where such Equipment is located and take possession of such Equipment and charge Lessee for cost incurred. Notwithstanding that Lessor has taken possession of such Equipment, Lessee shall still be obligated to pay the remaining Rental Payments under the Lease due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to such Equipment caused by Lessee or its employees or agents. (c) Lessor and Lessee may take whatever action at law or in equity that may appear necessary or desirable to enforce its their respective rights. Section 9.03 Force Majeure Situations If Lessor or Lessee has been prevented from performing any duty or obligation regarding fundings or payments hereunder due to a Force Majeure Situation (as defined below), each shall use any reasonable and practicable means as soon as possible to alert the other of such Force Majeure Situation that is preventing such party from acting or undertaking the particular duty or obligation. Such party experiencing the Force Majeure Situation may request the other party for a waiver or for certain extensions of time to avoid a breach or Event of Default and such waiver or extension request and granting of the same shall be limited to that particular circumstance and shall not be deemed to waive any other breach or Event of Default hereunder. "Force Majeure Situation" means any of the following items, events, or conditions, provided that such item, event, or condition has a reasonably demonstrable effect on the Lease or the related Schedule(s) at such time: (i) hurricanes, floods, tornados, earthquakes, fires, ice storms, blizzards, or other natural catastrophes and other acts of God, (ii) terrorist acts, threats, war, cyber attacks, or other similar civil or criminal disturbances, (iii) any similar event, item, or condition beyond the control of the respective parties. Section 9.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor or to Lessee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or shall be construed to be a waiver thereof, Lessee reserves all remedies, claims, defenses, privileges and immunities it has under applicable laws. X. Miscellaneous Section 10.01.Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 10.02.Bindinq Effect. This Agreement and each Schedule shall inure to the benefit of and shall be binding upon Lessee and Lessor and their respective duly authorized successors and assigns. Section 10.03. Severability. In the event any provision of this Agreement or any Lease or any Schedule 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 10.04.Amendments, Addenda, Changes or Modifications. This Agreement and each Lease may be amended, added to, changed or modified by written agreement duly executed by Lessor and Lessee by their respective authorized representatives. Section 10.05.Execution in Counterparts. This Agreement and each Lease and reiated Scheduie(s) and Exhibits may be simuitaneously executed in several counterparts, each of which shall be an originai and all of which shaii constitute but one and the same instrument. Section 10.06.Captions. The captions or headings in this Agreement do not define, iimit or describe the scope or intent of any provisions or sections of this Agreement. Section 10.07.Entire Writing. This Agreement, each Lease, and all Schedules and Exhibits executed hereunder constitute the entire writing between Lessor and Lessee. No waiver, consent, modification or change of terms of this Agreement or any Lease, Schedule or Exhibit, shall bind either party uniess in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective oniy in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or warranties express or impiied, which are not specified herein regarding this Agreement or any Lease, Schedule, Exhibit, or the Equipment leased thereunder. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease, Schedule, or Exhibit, will not be binding on Lessor or the Lessee and wili not appiy to this Agreement or any Lease. Section 10.08 Applicable Law; Venue; Jurisdiction, Attorneys' Fees. 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 Agreement, any Lease, Schedule, or Exhibit, the laws of the State of Florida shail apply. Venue shall be in courts of competent jurisdiction in Miami -Dade County, Fiorida, or in the Federal or State Court sitting in Miami -Dade County, Florida. Each party shaii bear their own respective attorney's fees and costs. Section 10.09: Florida Public Records Laws: (a) The Lessee and the Lessor acknowledge and agree that this Agreement, the Lease, Schedules, and Exhibits are public records within the meaning of Florida Public Records laws. Should the City receive a request to copy or inspect a public record that the City does not possess, but the City believes the Lessor may possess, the City shall forward such public records request to the Lessor in writing and the City and the Lessor shall work together expeditiously to determine whether the Lessor possesses such public record and if so to comply with the request; provided, that should the Lessor believe (1) that any public records request is subject to an exemption for the Lessor under the Florida Public Records laws, or (2) that the Florida Public Records laws do not apply to the Lessor with respect to the public records request, the Lessor shall so notify the City in writing. If the City disagrees with the position of the Lessor then the City may take such further action as it deems necessary to enforce production of the document or other record in question. (b) In addition, if the Lessor receives a request to copy or inspect a public record from any party other than the City or another governmental agency, the Lessor shall not honor the request. Rather, the Lessor shall forward the request to the City and the provisions and procedures in the preceding paragraph shall be applied to the forwarded request. Notwithstanding the foregoing, information may be disclosed by Lessor (a) to its affiliates; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over Lessor or its affiliates (including any self -regulatory authority); (c) to the extent required by applicable laws or by any subpoena or similar legal process; and (d) in connection with the exercise of any remedies hereunder or under the Lease or Resolution or any action or proceeding relating to this Agreement, the Lease, Schedule, Exhibits, the Resolution, or the enforcement of rights hereunder or thereunder. 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 AGREEMENT, ALL EXHIBITS HERETO, AND THE NOTE, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(aML4IMTIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE LESSOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI FINANCE DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT AND THE NOTE. Lessor and Lessee �yj� aused this Agreement to be e cuted in their names by their duly authorized representatives listed below. Lessee: City of th By: i, FL,a municip of Flaria rporation Typed: Emilio T. Gonzalez, as-Ci Manager Date: Attest %) Todd B. Hannon, City Cie (SEAL) APPROVED AS TO INSU/RAN6UIRMENTS: By: Anne -Marie Sharpe, Risk Management Director APPR By: ED AS TO FORM AND CORRECTNESS: Victoria Mendez, City Attorney Lessor: Santander Bank, N.A. By: Typed Name: Title: Date: Attest By: Typed Name: Title: 1- z W W 0 N �w zm 0 z 7 U 1— J N z co m— N K w a O 2 V1 j7 U z Q0 2 m N 7 •= U J F O LL � O N(20 F o w agreement duly executed by Lessor and Lessee by their respective authorized representatives. Section 10.05.Execution in Counterparts. This Agreement and each Lease and related Schedule(s) and Exhibits may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.06.Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 10.07.Entire Writing. This Agreement, each Lease, and all Schedules and Exhibits executed hereunder constitute the entire writing between Lessor and Lessee. No waiver, consent, modification or change of terms of this Agreement or any Lease, Schedule or Exhibit, shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or warranties express or implied, which are not specified herein regarding this Agreement or any Lease, Schedule, Exhibit, or the Equipment leased thereunder. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease, Schedule, or Exhibit, will not be binding on Lessor or the Lessee and will not apply to this Agreement or any Lease. Section 10.08 Applicable Law: Venue; Jurisdiction Attorneys' Fees. 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 Agreement, any Lease, Schedule, or Exhibit, the laws of the State of Florida shall apply. Venue shall be in courts of competent jurisdiction in Miami -Dade County, Florida, or in the Federal or State Court sitting in Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees and costs. Section 10.09: Florida Public Records Laws: (a) The Lessee and the Lessor acknowledge and agree that this Agreement, the Lease, Schedules, and Exhibits are public records within the meaning of Florida Public Records laws. Should the City receive a request to copy or inspect a public record that the City does not possess, but the City believes the Lessor may possess, the City shall forward such public records request to the Lessor in writing and the City and the Lessor shall work together expeditiously to determine whether the Lessor possesses such public record and if so to comply with the request; provided, that should the Lessor believe (1) that any public records request is subject to an exemption for the Lessor under the Florida Public Records laws, or (2) that the Florida Public Records laws do not apply to the Lessor with respect to the public records request, the Lessor shall so notify the City in writing. If the City disagrees with the position of the Lessor then the City may take such further action as it deems necessary to enforce production of the document or other record in question. (b) In addition, if the Lessor receives a request to copy or inspect a public record from any party other than the City or another governmental agency, the Lessor shall not honor the request. Rather, the Lessor shall forward the request to the City and the provisions and procedures in the preceding paragraph shall be applied to the forwarded request. Notwithstanding the foregoing, information may be disclosed by Lessor (a) to its affiliates; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over Lessor or its affiliates (including any self -regulatory authority); (c) to the extent required by applicable laws or by any subpoena or similar legal process; and (d) in connection with the exercise of any remedies hereunder or under the Lease or Resolution or any action or proceeding relating to this Agreement, the Lease, Schedule, Exhibits, the Resolution, or the enforcement of rights hereunder or thereunder. 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 AGREEMENT, ALL EXHIBITS HERETO, AND THE NOTE, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE LESSOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI FINANCE DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT AND THE NOTE. Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below. Lessee: City of Miami, FL,a municipal corporation of the State of Florida By: Typed: Emilio T. Gonzalez, as -City Manager Lessor: Santander B. k By: Typed Name: MICAA Title: JAI P \ N.Z b-21- ►q Attest By: Attest By: , ' %�ul/ l" Todd B. Hannon, City Clerk Typed Name: ('1f l«ie / Hcai„ 61 (SEAL) Title: \4 Pre f . Date: Date: APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney DESCRIPTION OF EQUIPMENT OF VEHICLE LEASE PURCHASE AGREEMENT RE: Master Vehicle Lease Purchase Agreement dated as of 06/20/2019, between Santander Bank, N.A. (Lessor) and City of Miami (Lessee) and Schedule No. thereto dated as of , 20_. Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Quantity VIN #/Serial Number Type, Make, Model EQUIPMENT LOCATION Complete only if equipment will not be located at Lessee's address BILLING ADDRESS: GARAGING ADDRESS: Lessee: City of Miami, €-L-ra municipal corporation of the State of Florida By: Typed: Emilio T. Gonzalez, as -City Manager Lessor: Santander Bank, N.A. By: Typed Name: Title: Date: Date: Attest By: Todd B. Hannon, City Clerk (SEAL) APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney Attest By: Typed Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT B SCHEDULE OF PAYMENTS Lessee: City of Miami, €tea municipal corporation of the State of Florida Lessor: Santander Bank, N.A. By: By: Typed: Emilio T. Gonzalez, as -City Manager Typed Name: Title: Date: Date: Attest By: Attest By: Todd B. Hannon, City Clerk Typed Name: (SEAL) Title: APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney EXHIBIT C THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FINAL ACCEPTANCE Provide for each draw Re: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019, between Santander Bank, N.A. (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee) and Schedule No. thereto. I, the undersigned, hereby certify that I am a -duly qualified authorized representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Final Acceptance Certificate with respect to the above referenced Master Vehicle Lease Purchase Agreement and Schedule No. (the "Lease"). I hereby certify that: 1. All Equipment described on Exhibit A has been delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and authorizes Lessor to disburse, or direct the escrow agent to disburse, to the vendor or Lessee the remaining net proceeds of the Lease in the amount of Dollars ($ ) by wire transfer or by check. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease. 4. Lessee has provided to Lessor the Self -Insurance Certificate as required under the Lease. 5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments. 6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. Quantity Year Make Type/Style/Model VIN/Serial Number Price Total Cost: Down Payment Total Amount Financed Vendor Name and Address: Vendor Federal ID Number: Lessee: City of Miami, €tea municipal corporation of the State of Florida Acknowledged: Lessor: Santander Bank, N.A. By: By: Typed: Emilio T. Gonzalez, as -City Manager Typed Name: Title: Date: Date: Attest By: Attest By: Todd B. Hannon, City Clerk Typed Name: (SEAL) Title: APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. OPINION OF BOND COUNSEL AND OPINION OF CITY ATTORNEY DRAFTS OF FORMS Opinions provided with each draw THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Form of City Attorney's Opinion to be provided with each draw. , 2019 The Honorable Mayor and City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Santander Bank, N.A. 3 Huntington Quadrangle, Suite 101N Melville, NY 11747 Bryant Miller Olive 1 South East 3rd Avenue, Suite 2200 Miami, Florida 33131 Re: Master Vehicle Lease Purchase Agreement dated as of June 1, 2019 ("Master Agreement') between Santander Bank, N.A. (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee), in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and Schedule No. thereto dated as of , 2019 in the total principal amount of =;.Dollars ($ Ladies and Gentlemen: I ain the City Attorney for the City of Miami, Florida (the "Lessee" and the "City") and have served in such capacity since September, 2013. My Office of the City Attorney and I have served as Counsel to the Lessee and we are furnishing this opinion of Counsel, in connection with .the financing of vehicles for the City's public purposes pursuant to the Master Vehicle Lease Purchase Agreement dated as of June 1, 2019 ("Master Agreement") between Santander Bank, N.A. (the "Lessor") and City of Miami, a municipal corporation of theState of Florida (the "Lessee"), in an aggregate principal total amount not to exceed thirty-six million dollars ($36,000,000.00) and Schedule No. thereto` dated as of , 2019, in the total principal amount of Dollars ($ ) ("Schedule No. ) (collectively, the "Lease"). The City as Lessee is entering into the Lease pursuant to Miami City Commission Resolution No. R-19-0207, adopted May 23, 2019 (the "Authorizing Resolution", a copy of which is attached to and incorporated by the Lease), which authorized the selection of the proposal submitted by Santander Bank, N. A. (the "Lessor") for the provision of capital financing in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) for the Lease/Purchase acquisition of approximately five hundred forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, the "Equipment") and for the payment of the financing Draft Form of Opinion 1185102 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. costs of the same. The Authorizing Resolution further authorized the City Manager to negotiate and execute the Lease for said vehicles, in a form acceptable to the City Attorney. The Office of the City Attorney has examined the foregoing Lease and such other documents, instruments, proceedings, public records, and matters of law, as we have deemed necessary to render the requested opinion. In such examination, we have assumed the genuineness of all signatures on all documents (other than those of City officials), the authenticity of all documents submitted to us as originals, and the legal capacity of all natural persons executing documents, resolutions, certifications, reports, and any other items related to the Lease and the execution thereof. Based on such participation, examination, 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 federal and State tax matters and securities laws, and in reliance upon the certificates of the Lessor and City Officials, and subject to the reservations set forth herein, I am of the opinions that: -r 1. The City as the Lessee is a municipal corporation, duly createdand validly existing under the Constitution and Statutes of the State of Florida (the "State"), particularly Chapter 166, Florida Statutes, and a local government unit within the meaning of Section 1.103 1(b)'of the Internal Revenue Code of 1986, as amended (the "IRS Code"), authorized to horrow and to finance the Equipment through its obligations under the Lease on its. Own behalf under the laws of the State. 2. Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the Lease and to perfoim its obligations under the Lease. The Lease and the other dociments'cither attached thereto or required therein pursuant to the Authorizing Resolution have been duly authorized, approved and executed by and on behalf of Lessee, and the Lease is a legal, valid and binding obligation Lessee enforceable in accordance with its teiiiis. 3. The authorization, approval andexecution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance_ with all open meeting laws, public bidding laws, and all other applicable State la 4. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meaning as in the foregoing Agreement and the Authorizing Resolution. I am an attorney qualified to practice law only in the State of Florida and express no opinion as to the laws of any other state (including any laws which may be applicable Draft Form of Opinion 1185102 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. by virtue of the application of the choice of law provisions under State law). No opinion is expressed herein as to the compliance with State or federal tax matters and securities laws. The foregoing opinions are subject to the effect of, and restrictions and limitations unposed by or resulting from bankruptcy, insolvency, debt adjustment, moratorium, reorganization, or other similar laws affecting creditors' rights and judicial discretion and the valid exercise of the sovereign police powers of the State and the Constitutional powers of the United States of America. This opinion should not be construed as offering material or an offering circular, prospectus, or official statement and is not intended in any way to be a disclosure statement used in connection with the financing of the Equipment pursuant to the Lease. My opinions expressed herein are predicated upon present law (and interpretation thereof), facts, and circumstances, and I. assume no affirmative obligation to update the opinions expressed herein if such laws (and interpretations thereof), facts, or circumstances change after the date hereof. No one, other than the specific addressees named above, is entitled to rely upon the statements made and conclusions expressed within this opinion. Draft Form of Opinion 1185102 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM OF BOND COUNSEL OPINION , 2019 The Honorable Mayor and City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Santander Bank, N.A. 3 Huntington Quadrangle, Suite 101N Melville, NY11747 Re: Master Vehicle Lease Purchase Agreement dated asof' June 1, 2019 ("Master Agreement') between Santander Bank, N.A., (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee), in anaggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and Schedule No. thereto dated as of 2019, in the total principal amount of"`` Dollars ($ ) Ladies and Gentlemen: We have acted as Bond Counsel ..to``the City of Miami, Florida (the "Lessee") in connection with the issuance by the Lessee of its aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) Master Vehicle Lease Purchase Agreement (the "Master Agreement") as supplemented by the Schedule No. ("Schedule No. 1" and, together with the Master Agreement, the "Lease Agreement") by and between the Lessee and Santander Bank, N.A. (the "Lessor"), pursuant to and under the authority of the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the Lessee and other applicable provisions of law, and pursuant to the terms of Resolution No. R-19-0207 adopted on May 23, 2019 by the Lessee (the "Authorizing Resolution"). In such capacity, we have examined such law and certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. Any capitalized undefined terms used herein shall have the meaning set forth in the Authorizing Resolution or the Lease Agreement. As to questions of fact material to our opinion, we have relied upon representations of the Lessee contained in the Authorizing Resolution, the Lease Agreement and in the certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. We have not undertaken an independent audit, examination, investigation or inspection of such matters and have relied City of Miami, Florida Santander Bank, N.A. , 2019 Page 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. solely on the facts, estimates and circumstances described in such proceedings and certifications. We have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. In rendering this opinion, we have examined and relied upon the opinion of even date herewith of Victoria Mendez, Esq., counsel to the Lessee, as to the due creation and valid existence of the Lessee, the due adoption of the Authorizing Resolution, the due execution and delivery of the Lease Agreement and the compliance by the Lessee with all conditions contained in ordinances and resolutions of the Lessee precedent tothe issuance of the Lease Agreement. The Lease Agreement does not constitute a general obligation or indebtedness of the Lessee within the meaning of any constitutional,;statutory or other limitation of indebtedness and the holders thereof shall never have the right to compel the exercise of any ad valorem taxing power of the Lessee or taxation in any form on any real or personal property for the payment of the principal of or interest on the Lease Agreement. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based on our examination, we are of the opinion, that, under existing law: 1. The Lease Agreement constitutes a valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms. The Lease Agreement is a valid and binding limited obligation of the Lessee enforceable in accordancewith its 'terms, payable solely from legally available non -ad valorem revenues of the Lessee lawfully appropriated in the manner and to the extent provided therein. 3. The interest component of the Lease Agreement is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The opinion set forth in the preceding sentence is subject to the condition that the Lessee complies with all requirements of the Internal Revenue Code of 1986, as amended, (the "Code") that must be satisfied subsequent to the issuance of the Lease Agreement in order that the interest component thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Lessee has covenanted in the Lease Agreement to comply with all such requirements. Failure to comply with certain of such requirements may cause the interest component of the Lease Agreement to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Lease Agreement. City of Miami, Florida Santander Bank, N.A. 2019 Page 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. It is to be understood that the rights of the owners of the Lease Agreement and the enforceability thereof may be subject to the exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida and of the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. For purposes of this opinion, we have not been engaged or undertaken to review and, therefore, express no opinion herein regarding the accuracy, completeness or adequacy of any offering material relating to the Lease Agreement This opinion should not be construed as offering material, an offering circular, prospectus or official statement and is not intended in any way to be a disclosure statement used in connection with the sale or delivery of the Lease Agreement. Furthermore, we are not passing on the accuracy or sufficiency of any CUSIP numbers appearing on the Lease Agreement. In addition, we have not been engaged to and, therefore, express no opinion as to compliance by the Lessee or the Lessor with any federal or state statute, regulation or ruling with respect to the sale and distribution of the Lease Agreement. Further, we express no opinion regarding federal income tax consequences arising with respect to the Lease Agreement other than as expressly set forth herein. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Delivery of this opinion to a non -client does not create an attorney -client relationship. Respectfully submitted, BRYANT MILLER OLIVE P.A. LESSEE RESOLUTION Please insert City Commission Resolution for each draw and provide certification by City Clerk R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH... Page 1 of 3 1- Z w w O V1 w z co O z 7 U F J N Z N • K W Q o CA 7 Z O U 0 w 2 m N U • F O LL O Z0 U)tip 2 1—OO ww Miami FL Resolution R-19-0207 A RESOLUTION ,r%F THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, PURSUANT TO THE REQUEST FOR PROPOSALS THAT WAS ISSUED APRIL 22, 2019 BY CITY OF MIAMI (`CITY") FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), THE SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING IN A NOT TO EXCEED TOTAL AGGREGATE PRINCIPAL AMOUNT OF THIRTY SIX MILLION DOLLARS ($36,000,000.00) FOR THE LEASE/PURCHASE ACQUISITION OF APPROXIMATELY FIVE HUNDRED FORTY (540) POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FINANCING LEASE/PURCHASE AGREEMENT ("AGREEMENT") FOR SAID VEHICLES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. Information Department: Office of Management Sponsors: and Budget Category: Other Attachments Agenda Summary and Legislation 5382 Exhibit Body/Legislation WHEREAS, on April 14, 2005, the Miami City Commission approved Resolution No. 05- 0215 for the accessing of the Florida Sheriffs Association ("FSA") contract ("Contract") for the purchasing of vehicles, trucks, vans, and other equipment for the City of Miami ("City"); and WHEREAS, the Contract is still available for the City to make piggyback purchases; and WHEREAS, the City has an immediate need to finance and to acquire approximately Five Hundred Forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, "Vehicles") in the current fiscal year estimated at a not -to -exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) to be repaid according to the respective useful lives of the vehicles at five (5), seven (7), or ten (10) years; and WHEREAS, on April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. http://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=53 82&highlightTerms=V ehicl... 6/12/2019 R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH... Page 2 of 3 1- z w w O co �w zm Oz 7 U J N z coco m— K W ▪ O 2 CA j7 U W Q 0 2 m N 7 • z U J F O a LL • O CA 2 z O mow RESULT: ("PFM"), issued a Request for Proposals ("RFP") solicitation process on behalf of the City to the banking and financial industry consistent with the City's needs to obtain a means of financing the lease acquisition the Vehicles in the current fiscal year from the FSA Contract, with the lowest cost for funds based on the current market at the most favorable terms possible for the resulting Financing Lease/Purchase Agreement ("Agreement"); and WHEREAS, PFM's RFP solicitation process resulted in seven (7) proposal responses from various banking and financial institutions; and WHEREAS, on May 13, 2019, after review and analysis by the City and PFM of the proposals received, the City's Finance Committee unanimously approved a favorable recommendation of the proposal received from Santander Bank ("Santander") for the vehicle lease/purchase financing program and recommendation; and WHEREAS, it is recommended that the proposal received from Santander be approved by the City Commission, as this financial institution provided the most favorable terms and overall conditions, with the differentiating factors presented in Santander's proposal including a combination of the bank's lowest interest rates for the draw structure, lack of onerous and non-standard provisions, and most generous pre -payment terms; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The selection of the proposal response to the PFM RFP submitted by Santander for the provision of capital financing in a not to exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) for the lease/purchase acquisition of the Vehicles and for payment of the financing costs of the same is approved. Section 3. The City Manager is authorized[1] to negotiate and execute the Agreement, in a form acceptable to the City Attorney, and any and all amendments and documents required by said Agreement, provided that the terms are consistent and in a form acceptable to the City Attorney. Section 4. The City Manager is further authorized' to take any and all actions necessary to effectuate said lease/purchase acquisitions, subject to the availability of funds and budgetary approval at the time of need. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.[2] [1] The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. [2] If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Meeting History May 23, 2019 9:00 AM City Commission ADOPTED [UNANIMOUS] Planning and Zoning Draft http://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID' 5382&highlightTerins=Vehicl... 6/12/2019 R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH... Page 3 of 3 MOVER: Keon Hardemon, Commissioner, District Five SECONDER: Wifredo (Willy) Gort, Commissioner, District One AYES: Ken Russell, Wifredo (Willy) Gort, Keon Hardemon ABSENT: Joe Carollo, Manolo Reyes Select Language Powered by Googtc Translate littp://miamifl.igm2.coni/Citizens/Detail_LegiFi1e.aspx?ID=53 82&highlightTerms=Vehicl... 6/12/2019 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. AGENDA ITEM SUMMARY FORM File ID: #5382 Date: 05/14/2019 Commission Meeting Date: 05/23/2019 Type: Resolution Subject: Vehicle Master Lease Program Purpose of Item: Requesting Department: Office of Management and Budget Sponsored By: District Impacted: All A resolution authorizing the City Manager to enter into a Vehicle Master Lease program for lease -to -own vehicles for all departments that need vehicles, as competitively procured through the City's Financial Advisor, Public Financial Management. Background of Item: As part of the FY 2018-19 Adopted Budget, the City Commission was informed that a Vehicle Lease -to -Own Program would be brought before them since no new vehicles were funded outright in the Adopted Budget. This is similar to previous Vehicle Lease - to -Own Programs that the City has undertaken in recent years. Budget Impact Analysis Item is Related to Revenue Item is an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: Office of Management and Budget City Manager's Office Legislative Division City Manager's Office Office of the City Attorney Office of the City Attorney Office of the City Attorney City Commission Reviewed By Christopher M Rose Sandra Bridgeman Valentin J Alvarez Nikolas Pascual Pablo Velez Barnaby L. Min Victoria Mendez Todd B. Hannon Department Head Review Assistant City Manager Review Legislative Division Review City Manager Review ACA Review Deputy City Attorney Review Approved Form and Correctness Meeting Completed 05/14/2019 10:38 AM Completed 05/14/2019 2:17 PM Completed 05/14/2019 2:19 PM Completed 05/14/2019 3:42 PM Completed 05/14/2019 4:13 PM Completed 05/14/2019 4:32 PM Completed 05/14/2019 6:37 PM Pending 05/23/2019 9:00 AM THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5382 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, PURSUANT TO THE REQUEST FOR PROPOSALS THAT WAS ISSUED APRIL 22, 2019 BY CITY OF MIAMI ("CITY") FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), THE SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING IN A NOT TO EXCEED TOTAL AGGREGATE PRINCIPAL AMOUNT OF THIRTY SIX MILLION DOLLARS ($36,000,000.00) FOR THE LEASE/PURCHASE ACQUISITION OF APPROXIMATELY FIVE HUNDRED FORTY (540) POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FINANCING LEASE/PURCHASE AGREEMENT ("AGREEMENT") FOR SAID VEHICLES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. WHEREAS, on April 14, 2005, the Miami City Commission approved Resolution No. 05- 0215 for the accessing of the Florida Sheriffs Association ("FSA") contract ("Contract") for the purchasing of vehicles, trucks, vans, and other equipment for the City of Miami ("City"); and WHEREAS, the Contract is still available for the City to make piggyback purchases; and WHEREAS, the City has an immediate need to finance and to acquire approximately Five Hundred Forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, "Vehicles") in the current fiscal year estimated at a not -to -exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) to be repaid according to the respective useful lives of the vehicles at five (5), seven (7), or ten (10) years; and WHEREAS, on April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. ("PFM"), issued a Request for Proposals ("RFP") solicitation process on behalf of the City to the banking and financial industry consistent with the City's needs to obtain a means of financing the lease acquisition the Vehicles in the current fiscal year from the FSA Contract, with the lowest cost for funds based on the current market at the most favorable terms possible for the resulting Financing Lease/Purchase Agreement ("Agreement"); and WHEREAS, PFM's RFP solicitation process resulted in seven (7) proposal responses from various banking and financial institutions; and WHEREAS, on May 13, 2019, after review and analysis by the City and PFM of the proposals received, the City's Finance Committee unanimously approved a favorable recommendation of the proposal received from Santander Bank ("Santander") for the vehicle lease/purchase financing program and recommendation; and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHEREAS, it is recommended that the proposal received from Santander be approved by the City Commission, as this financial institution provided the most favorable terms and overall conditions, with the differentiating factors presented in Santander's proposal including a combination of the bank's lowest interest rates for the draw structure, lack of onerous and non- standard provisions, and most generous pre -payment terms; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The selection of the proposal response to the PFM RFP submitted by Santander for the provision of capital financing in a not to exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) for the lease/purchase acquisition of the Vehicles and for payment of the financing costs of the same is approved. Section 3. The City Manager is authorized to negotiate and execute the Agreement, in a form acceptable to the City Attorney, and any and all amendments and documents required by said Agreement, provided that the terms are consistent and in a form acceptable to the City Attorney. Section 4. The City Manager is further authorized' to take any and all actions necessary to effectuate said lease/purchase acquisitions, subject to the availability of funds and budgetary approval at the time of need. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: dez, City ttor5/14/2019 ' The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. pfm Memorandum — Request for Proposals To: Prospective Financing Providers Iiroin: PFM Financial Advisors, LLC ("PFM") Re: Equipment Lease — Request for Proposals Due April 26, 2019 @ 1:00 pm 2222 Ponce De Leon Blvd 3rd Floor Coral Gables, FL 33134 April 22, 2019 305 448-6992 305 448-7131 fax www.pfm.com On behalf of the City of Miami, Florida (the "City"), PFM is requesting proposals for a non -bank qualified financing arrangement that would provide the City with up to $36,000,000 which it will use to acquire through purchase or lease/purchase of equipment for various vehicles, including light and heavy fleets, fire apparatus, and police vehicles. The City is requesting financing arrangements that would provide capacity for a two-year draw period (draws can be divided up), followed by a fixed rate, level repayment structure. Alternatively, proposers may offer a structure whereby the Lessor will fund the total financing amount in escrow, and there would be draws from the escrow as equipment is delivered. The financing shall be secured by a contractual obligation of the City to make semi-annual payments of interest and annual payments of principal. The City will evaluate all financing proposals which may range from loans to capital leases. If you are interested in providing a tax-exempt equipment financing proposal to the City, please submit a proposal describing your qualifications, outlining all anticipated costs and detailing the material terms and conditions of the principal legal documents, Outlined below are the items of information that should be specifically included in your firm's response. Please provide a proposal that is in line with the requirements noted below, plus supplemental schedules as needed. • Interest Payment Dates: Sena -annual on January 1 and July 1 • Principal Payment Dates: January 1 of each year • Given the different useful lives of the equipment to be financed, please provide different interest rate formulas for various repayment terms. We would ask that at a minimum., the proposer provide for 5, 7, and 10 year terms. If proposing the draw period structure, please account for the two-year draw period occurring before the start of the repayment term, • Final Maturity Date to be a date no longer than 10 years from end of draw period (or individual draws) • 30/360 Day Count Basis • Expected 2019 Lease Start Date of June 1, 2019 (subject to change) • Structure: Draws for up to 2 years (this 'nay include multiple draws, as in a draw program), or upfront escrow funding • Level repayment schedule • The City Attorney's Office will provide any necessary tax opinions. 1. Discuss any limitations on the type of projects that can be financed. 2. Detail optional redemption provisions, if offered. 3. Provide the maximum duration of the Lease. Provide a schedule of terms for each asset class if available. 4f. Funding amounts; include funding limits either by draw or total funding. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5, Provide sample master lease documents preferably with Florida local governments. Please specifically note unique conditions related to Florida leases, If sample documents are not available, provide detailed terms and conditions. 6. The financings shall be secured by a contractual obligation of the City to make semi-annual payments of interest and annual payments of principal. 7. Please provide a not -to -exceed fee for bank counsel for the Lease. The City is requesting that proposals be submitted by April 26, 2019 at 1:00 pin to the following email addresses: Pete Varona (varonap@pfincom) and Sergio Masvidal (masvidals@pfm.com). Any inquiries requesting clarifications of this solicitation or additional information shall also be submitted to PFM. The City will not accept any offer with capital adequacy or other interest rate adjustment language with respect to changes to tax law. The only interest rate adjustment provision the City will consider is one imposed by the IRS and due from the holder which results solely from actions of the City. Included in its written proposal, each Proposer shall agree to the following certifications which will be included, among others, as representations in the financing documents: • You have an understanding of the City's Self -Insurance Policy with respect to the vehicles. Section 768.28, Florida Statute, provides for waiver of sovereign immunity in tort actions or claims against the state and its agencies and subdivisions. The present statutory limit of recovery in the absence of special relief granted by the Florida legislature is $200, 000 per person and ,$'300, 000 per incident. Under the protection of this sovereign immunity .limit, Florida Statutes 768.28 and Chapter 440, Florida Statutes covering Workers' Compensation, the City has established a self -insured program to provide coverage for almost all areas of liability including Workers' Compensation, General.Liability, Automotive Liability Police Professional LiabiliO, Public OSicials' Liability, and Employment Practices Liability. • The City shall not deliver any offering document with respect to the financing arrangement. • You have conducted your own investigation, to the extent you deem satisfactory or sufficient, into inatters relating to business affairs or conditions (either financial or otherwise) of the City. For additional financial information please use the following link http://archive.nniarnigov.com/F.inancce/finacialInfo,ht:ml providing access to the Comprehensive Annual Financial Reports and Compliance Reporting. While this financing arrangement will not be rated, the City's current underlying credit ratings for their Special Obligation debt (secured by eligible Non -Ad Valorem revenues) is Aa3, AA-, and A+ by Moody's, S&P, and Fitch, respectively. • No inference should be drawn that you, in the acceptance of any financing documents, are relying on the City Attorney as to any such matters other than the legal opinions which may be rendered by such counsel, • You have made such independent investigation of the financing risks associated with the financing as you, in the exercise of sound business judgment, consider being appropriate under the circumstances, • You have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of participating in the financing with the City and you can bear the economic risk of such participation. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • You will also represent that you have a present intent to hold the Bond subject to this transaction to maturity, earlier redemption, mandatory tender, or for your loan portfolio, and have no present intention of reselling or otherwise disposing of all or a part of such lease. You acknowledge that PFM Financial Advisors LLC ("Municipal Advisor") is relying on the foregoing representation and based on this representation this transaction meets the requirements for being a qualifying exception for purposes of MSRB Rule G-34, and the Municipal Advisor is excepted and released from the requirement to request a CUSIP assignment on behalf of the City pursuant to MSRB Rule G-34 for the lease. • You are not acting as a broker or other intermediary, and are entering into the financing as an investment for your own account and not with a present view to resale or other distribution to the public. • You are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517,061(7), Florida Statutes. THE CITY WILL ULTIMA'1ELY SELECT THE PROPOSAL THAT IS DEEMED TO BE THE BEST OVERALL VALUE TO THE CITY, INCLUDING THE INTEREST RATE, PREPAYMENT '1'b,RMS, AND OTHER TERMS AND CONDITIONS. THE CITY RESERVES THE RIGHT TO REJECT ANY AND AT,T, BIDS AND RESERVES THE RIGHT TO WANE, IF PERMITTED ED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. 4S n ender April 25, 2019 VIA ELECTRONIC MAIL Pedro Varona Senior Analyst Public Financial Management, inc. 255 Alhambra Circle, Suite 404 Coral Gables, FL 33134 RE: Equipment Lease Request for Proposal Dear Mr. Varona: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 18685 Main Street, Suite 101-601 Huntington Beach ■ CA 92648 Santander Bank is pleased to submit the following proposal for your review and acceptance. Our proposed terms and conditions are as follows: Company Overview: Santander Bank is a market leader in providing cost-effective financing to public entities nationwide. With over $3 billion in financings we have the knowledge, flexibility and financial strength that is unmatched in the finance industry. Our public finance team of professionals has a thorough understanding of the municipal market to ensure transactions are completed quickly, efficiently and cost effectively. Santander Bank was founded in Northern Spain in 1857, with over $1.7 trillion in assets. Santander is one of the world's strongest, safest and most successful banks and has grown to become one of the five largest banks in the world by profit. Structure: Tax-exempt installment Financing Agreement ("Lease") Borrower: City of Miami, FL ("City") Lender: Santander Bank, N.A. ("Santander") Equipment: General Fleet Vehicles: 176 of units (max term 7 years) Police Department: 302 of units (max term 7 years) Fire Department: 23 of units (max term 10 years) Heavy Fleet: 30 of units (max term 10 years) Amount Financed: $36,000,000 Option #1 (Two Year Draw Program): Financing Term: Financing arrangement that will provide capacity for a two- year draw period, followed by a fixed rate, level repayment structure for 5, 7 or 10 Years. Each draw period (Lease Schedule) will be created on a quarterly basis (unless otherwise approved by Santander) at which time an interest rate will be calculated and locked for a closing Financing Proposal Santander Bank April 25, 2019 Page 2 of 6 Interest Rates: 5 Year Term: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. within 10 business days. Each Lease Schedule will consist of annual principal payments and semi-annual interest payments beginning January 1 of the following calendar year after Lease Commencement, Interest Rates will be indexed and locked 10 business days prior to a Lease Commencement. Each Lease Commencement will occur on the let of the following months (unless otherwise approved by Santander): Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) index Spread March 2.49% 3,0 Years 2.4168% 0,7016% June 2,46% 3.0 Years 2.4168% 0,6716% September 2.43% 2,0 Years 2.4795% 0,5952% December 2,43% 2.0 Years 2.4795% 0.5952% 7 Year Term: Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread March 2.56% 4.0 Years 2,3978% 0.7856% June 2.54% 4.0 Years 2.3978% 0,7656% September 2.51% 3.0 Years 2.4168% 0.7216% December 2,50% 3.0 Years 2.4168% 0,7116% 10 Year Term: Month Closing Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread March 2.71% 5.0 Years 2,4035% 0,9314% June 2.69% 5.0 Years 2,4035% 0,9114% September 2.70% 5.0 Years 2.4035% 0.9214% December 2,69% 5.0 Years 2A035% 0,9114% Option #2 (Escrow Funding Program): Financing Term: Interest Rates: Financing arrangement that will provide capacity to fund into an escrow account where the City will have a fixed rate, level repayment structure for 5, 7 or 10 Years that will consist of annual principal payments and semi-annual interest payments beginning January 1 of the following calendar year after Lease Commencement. The City will seek reimbursement over a two year period. Interest Rates will be indexed and locked 10 business days prior to Lease Commencement (unless otherwise approved by Santander): 18685 Main Street • Suite 101-601 ■ Huntington Beach • CA ■ 92648 (714) 374-5289 (480) 848-7758 Cell THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Financing Proposal Santander Bank April 25, 2019 Page 3 of 6 Interest Rates: Term Interest Rate Ave Life Ave Life Libor (as of 4/18/2019) Index Spread 5 Years 2.46% 3,0 Years 2.4168% 0.6716% 7 Years 2.54% 4,0 Years 2.3978% 0.7656% 10 Years 2.69% 5,0 Years 2.4035% 0.9114% Projected Closing Date: Prepayment Terms: Interest Rates and Payments will be indexed according to changes to its respective Average Life based on Term and Closing Date. For example 5 Year Term (March Closing): For every change in the (3) Three Year Libor, an adjustment will be made to the Interest Rate and Payment. Sample Calculation: Using April 189' Libor Rate, the formula for calculating the Interest Rate will be as follows: 3 Year Libor Rate (as of April 18, 2019) = 2.4168% (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.4168% x 0.74%) + 0.6716% = 2.4600% If Libor goes up 15 basis points: Adjusted 3 Year Libor Rate = 2.5668% (2.4168% + 0.15%) (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.5668% x 0.74%) + 0.6716% = 2.5710% If Libor goes down 15 basis points: Adjusted 3 Year Libor Rate = 2.2668% (2.4168% - 0.15%) (3 Year Libor Rate x 0.74%) + Indexing Spread = Interest Rate (2.2668% x 0.74%) + 0.6716% = 2.3490% On or about June 1, 2019 After the first anniversary date of a specific Lease Schedule's Commencement Date, the City may prepay the Lease Schedule on any payment date with no prepayment premium. 18685 Main Street a Suite 101-601 ■ Huntington Beach ■ CA ■ 92648 (714) 374-5289 (480) 848-7758 Cell THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Financing Proposal Santander Bank April 25, 2019 Page 4 of 6 Escrow Agreement: Tax Assumption: Credit Review: Fees/Closing Costs: Documentation: Contract Specifications: If needed, proceeds from this financing will be deposited into an Escrow Agreement with Bank of Oklahoma ("BOK"). BOK charges a one-time fee of $1,500. If acceptable to the City, the proceeds will be deposited into the Federated Treasury Obligations Fund (Symbol — TOTXX and CUSIP #609934N120 with a current YTD Total Return NAV of 0.55%). Interest earnings are subject to change based on market conditions. Interest income received by Santander will be exempt from Federal and State Income Tax. Upon Credit Approval, Santander will provide the City of Miami with a committed credit facility for a period of 24 months (per the bid specs) subject to annual credit review and approval until the $36,000,000 is fully utilized. None other than those listed herein, however the City will be responsible for any fees or expenses with respect to its (i) legal and bond counsel and (ii) title, and registration fees, if any. Santander is willing to finance any expenses related to closing the transaction. It is anticipated the City and Santander will utilize their current Master Lease Purchase Agreement between Santander Bank, N.A. and City of Miami dated October 30, 2015 subject to both parties having the opportunity to review the document for minor cleanup or modifications if deemed necessary. Santander understands and agrees to the certifications outlined in the RFP but is unable able to agree to any "other" certifications that have not been disclosed at this time. This proposal is subject to final credit approval and final documentation. Please feel free to call me at 714-374-5289 with any questions or further clarification. Thank you for the opportunity to present this proposal. Sincerely, Bruce Block Senior Vice President 18685 Main Street • Suite 101-601 • Huntington Beach • CA • 92648 (714) 374-5289 (480) 848-7758 Cell THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Financing Proposal Santander Bank April 25, 2019 Page 5of6 Sample Amortization Schedule Lease Commencement Date: June 1, 2019 5 Year Term: Rate = 2.46% Date Payment Interest Principal Balance 6/1/2019 36,000,000,00 1 1/1/2020 7,483,154.23 517,507.74 6,965,646,49 29,034,353.51 2 7/1/2020 357,122.55 357,122,55 0.00 29,034,353.51 3 1/1/2021 7,483,154.23 357,122,55 7,126,031.68 21,908,321.83 4 7/1/2021 269,472.36 269,472,36 0.00 21,908,321.83 5 1/1/2022 7,483,154.23 269,472.36 7,213,681.87 14,694,639.96 6 7/1/2022 180,744,07 180,744.07 0.00 14,694, 639.96 7 1/1/2023 7,483,154.23 180,744,07 7,302,410.16 7,392,229.80 8 7/1/2023 90,924.43 90,924,43 0,00 7,392,229.80 9 1/1/2024 7,483,154.23 90,924,43 7,392,229.80 0.00 Grand Totals 38,314,034.56 2,314,034.56 36,000,000.00 7 Year Term: Rate = 2,54% Date Payment Interest Principal Balance 6/1/2019 36,000,000.00 1 1/1/2020 5,418,856.61 534,367,74 4,884,488.87 31,115,511,13 2 7/1/2020 395,166,99 395,166,99 0.00 31,115,511.13 3 1/1/2021 5,418,856.61 395,166,99 5,023,689.62 26,091,821,51 4 7/1/2021 331,366.13 331,366.13 0.00 26,091,821,51 5 1/1/2022 5,418,856.61 331,366.13 5,087,490.48 21,004,331,03 6 7/1/2022 266,755.00 266,755.00 0.00 21,004,331.03 7 1/1/2023 5,418,856.61 266,755.00 5,152,101.61 15,852,229.42 8 7/1/2023 201,323.31 201,323,31 0.00 15,852,229.42 9 1/1/2024 5,418,856,61 201,323.31 5,217,533.30 10,634,696.12 10 7/1/2024 135,060.64 135,060.64 0.00 10,634,696.12 11 1/1/2025 5,418,856.61 135,060,64 5,283,795.97 5,350,900.15 12 7/1/2025 67,956.43 67,956.43 0.00 5,350,900.15 13 1/1/2026 5,418,856.61 67,956.46 5,350,900.15 0,00 Grand Totals 39,329,624,77 3,329,624.77 36,000,000.00 18685 Main Street . Suite 101-601 a Huntington Beach a CA ■ 92648 (714) 374-5289 (480) 848-7758 Cell Financing Proposal Santander Bank April 25, 2019 Page 6 of 6 10 Year Term: Rate = 2,69% Date THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Payment Interest Principal Balance 6/1/2019 36,000,000.00 1 1/1/2020 3,880,324.33 565,985.42 3,314,338.91 32,685,661.09 2 7/1/2020 439,622.14 439,622.14 0.00 32,685,661.09 3 1/1/2021 3,880,324.33 439,622.14 3,440,702.19 29,244,958.90 4 7/1/2021 393,344.70 393,344,70 0.00 29,244,958.90 5 1/1/2022 3,880,324.33 393,344,70 3,486,979.63 25,757,979,27 6 7/1/2022 346,444.82 346,444,82 0.00 25,757,979.27 7 1/1/2023 3,880,324.33 346,444.82 3,533,879.51 22,224,099,76 8 7/1/2023 298,914,14 298,914.14 0.00 22,224,099.76 9 1/1/2024 3,880,324.33 298,914,14 3,581,410.19 18,642,689.57 10 7/1/2024 250,744,17 250,744.17 0.00 18,642,689.57 11 1/1/2025 3,880,324.33 250,744.17 3,629,580.16 15,013,109.41 12 7/1/2025 201,926.32 201,926.32 0.00 15,013,109,41 13 1/1/2026 3,880,324.33 201,926.32 3,678,398.01 11,334,711.40 14 7/1/2026 152,451.87 152,451,87 0.00 11,334,711.40 15 1/1/2027 3,880,324.33 152,451.87 3,727,872.46 7,606,838.94 16 7/1/2027 102,311.98 102,311,98 0.00 7,606,838.94 17 1/1/2028 3,880,324.33 102,311.98 3,778,012.35 3,828,826.59 18 7/1/2028 51,497.72 51,497.72 0.00 3,828,826.59 19 1/1/2029 3,880,324.33 51,497,74 3,828,826.59 0.00 Grand Totals 41,040,501.16 5,040,501,16 36,000,000.00 18685 Main Street ■ Suite 101-601 m Huntington Beach • CA ■ 92648 (714) 374-5289 (480) 848-7758 Cell THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 2222 Ponce de Leon Blvd Third floor Coral Gables, FL 33134 Memorandum To: City of Miami, Florida From: PFM Financial Advisors, LLC Re: Lease Financing Proposal Results and Recommendation 786.671-748N www.pfm.com May 3,2019 The purpose of this memorandum is to summarize the City of Miami, Florida (the "City") request for a tax- exempt lease financing and the subsequent proposals received, as well as provide PFM Financial Advisors LLC's ("PFM") recommendation for the most attractive proposal. In April of 2019, PFM requested proposals for a tax-exempt lease financing with estimated terms of five, seven, and ten years. The total estimated principal amount of the lease is slightly over $36 million, including issuance costs, Prospective bidders could provide for either an upfront escrow structure, where the entire $36 million was funded upfront, or a draw structure whereby the City would make periodic draws over a two year time interval. In response to the lease financing request, seven firms submitted proposals on April 26, 2019. Proposals were received from the following firms: • Capital Bank • JP Morgan • PNC Equipment Finance • Regions Bank • Santander Bank • SunTrust Equipment Financing & Leasing • U.S. Bank Leasing & Finance PFM's reviewed the responses based on the financial terms (rate quoted), as well as other terms to ensure that no onerous or non-standard provisions were included that might impact the City's financial flexibility or credit ratings. Upon review of all of the proposals for both financial impact as well as bank terms, we found that most of the proposals included language customary for this type of transaction. Upon review of proposals, Santander Bank provided the lowest rate for the draw structure option, and provided competitive rates for the escrow structure (usually second to either JP Morgan or Regions Bank). In addition, Santander provided the City with the most generous prepayment terms across the spectrum, allowing for prepayment on any lease schedule after one year with no prepayment premium. Finally, Santander Bank already has a lease program with the City, which should simplify the document review and adoption process, especially given that no additional terms or conditions were found in the bank's proposal. Rates will be locked ten days prior to any individual lease commencement, Given the above, PFM's recommendation is for the City to engage Santander Bank for the lease financing program. As mentioned, the rates proposed by Santander Bank are the lowest proposed for the draw structure, which is the same structure that the City currently utilizes with their police equipment lease, and the proposal includes standard terms and provisions that do not create additional risk or burden to the City, Please feel free to contact us with any questions or comments, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Miami Equipment Lease (2019) RFP Summary Upfront Escrow or Line Draw (Either) 'Proposer JP Morgan Santander SunTrust (STEEL) Proposed Structure Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Upfront escrow funding with all terms/assets to one schedule, or two-year draw period with level repayment structure of 5, 7, or 10 years Security Subject to annual appropriation Subject to annual appropriation Security Interest In property Interest Rates Option 1: Upfront escrow structure Indicative draw term/rate: 5 years: 2.401% 7years: 2.571 % 10 years: 2.671% Option 2: Draw Structure Indicative draw term/rate: 5 years: 2.481% 7 years: 2.641% 10 ears: 2,731 % Y Option 1: Upfront escrow structure Indicative draw term/rate: 5 years: 2.46°% 7 years: 2,64 /o 10 years: 2.69% Option 2: Draw Structure (assuming June Closings) Indicative draw term/rate: ° 6 years: 2.48% 7 years: 2.54/° 10 years: 2.69% Option 1: Upfront escrow structure Fixed draw term/rate; 5 years: 2,61% 0 7 years: 2,682 /° 10 years: 2.79% Option 2: Draw Structure Indicative draw term/rate:. 5 years: 2.61% 7 years: 2.682% 10 Years: 2.79% Calculation Rate Calculation: (IR Swap * 79%) + Spread = All -In Rate individual rates seen in proposal Rate Calculation: (LIBOR *74%) + Spread = All -In Rate Individual rates seen in proposal Rate Calculation: (IR Swap * 79%) + Spread = Ali -In Rate individual rates seen In proposal Rate Locked to Closing, or Date to be set Rate to be locked 3 days prior to closing Rates to be locked 10 days prior to lease commencement Set at closing for escrow structure, or at closing for draw structure Prepayment Penalty Pre -payable in whole on any payment date with make -whole, After the first anniversary date of a specific lease Schodule's Commencement Date, the City may prepay the Lease Schedule on any payment date with no prepayment premium. Prepayable In whole on any payment date at a premium of 3% of the amount prepaid in year 1, 2% In year 2, 1% in year 3 Legal/Other Fees $750 escrow fee If BNY Is used $5,000 bank counsel (If necessary, subject to negotiation) If needed, escrow account with Bank of Oklahoma ($1,500 one time fee) $250 fee If escrow used $250 documentation fee per schedule Amount $36,000,000 $36,000,000 836,000,000 Other Conditions Right to adjust pricing proposed to maintain economic return as a result of material adverse change Capital adequacy / taxation language May modify rates with market disruption Prepared by PFM Financial Advisors LLC 4/26/2019 Miami Equipment Lease (2019) RFP Summary THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Line Draw Proposer Capital Bank PNC Equipment Finance Proposed Structure Two-year draw period followed by level repayment structure of 5, 7, or 10 years Two-year draw period with level repayment structure of 5, 7, or 10 years Contractual Obligation of the City to make - semi -annual payments and annual payments of principal, and a CB&A from non -ad valorem revenues Subject to annual appropriation Interest Rates Indicative draw term/rate: 7 years; 2.93% 9 years: 3.02% 12 years: 3.15 /° (2 year draw period + 5, 7, or 10 year repayment) Indicative draw term/rate: 5 years: 2.60% 7 years; 2,80% 10 years: 3.16% Calculation Not provided Rate Calculation: (IR Swap) + Spread All In Rate individual rates seen In proposal Rate Locked to Closing, or Date to be set Not specified Rate to be locked 3 days prior to closing Prepayment Penalty Pre -payable In whole on any payment data with make -whole, May pay off after second anniversary of - each lease commencement, with three percent premium Legal/Other Fees $5,000 bank legal fee Amount $36,000,000 $36,000,000 Other Conditions Rating downgrade fee adjustment Fee if funding less than $22 million over 2 year draw period Prepared by PFM Financial Advisors LLC 4/26/2019 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Miami Equipment Lease (2019) RFP Summary Upfront Escrow Proposer Regions US Bank Leasing & Finance • Proposed Structure upfront escrow funding Funds will be deposited Into a no fee U,S. Bank N,A, escrow account at closing to be expended over a term not to exceed 2 years, Security Subject to annual appropriation The financing will be structured as a Tax - Exempt Master Lease/Purchase Agreement dated and secured by a covenant to return the equipment In the event of a non -appropriation or default. Interest Rates Indicative draw term/rate: 7 years: 2.45% 9 years: 2.68% 12 years: 2.90% (2 year draw period from escrow + 5, 7, or 10 year repayment) Fixed draw term/rate: 7 years: 2.786% 9 years: 2.87% 12 years: 3,052% (2 year draw period from escrow + 5, 7, or 10 year repayment) Calculation Rate Calculation: (IR Swap) + Spread = All -In Rate Individual rates seen in proposal Not provided Rate Locked to Closing, or Date to be set Not specified In proposal Rates locked Prepayment Penalty Prepayable on or after a certain date (depending on term) without penalty 5-Year 1/1/23 7-Year: 1/1/24 10-Year: 1 /1 /26 Prepayment is permitted on any payment date after 13 months at 103% of outstanding balance Legal/Other Fees Trust fee of $2,000 Bank Counsel Fee of $7,500 (If drafting all docs, $25,000) Amount $36,000,000 $36,000,000 Other Conditions Prepared by PFM Financial Advisors LLC 4/26/2019 Please insert City's Self -Insurance Letter updated for each draw. Thank you. 1- z w w O co �w zm O z a 7 U co m— F J co K W a O 2 V1 j 7 Z O W U p 2 m N 7 = U J F O a LL O N U 2 z 1—O W CITY OF MIAMI CERTIFICATE OF SELF INSURANCE COVERAGE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. June 12. 2019 INSURED: CITY OF MIAMI, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ITS EMPLOYEES, AGENTS AND OFFICIALS SELF INSURED EVIDENCE OF COVERAGE This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder. This Certificate does not amend, extend, nor iter the coverages or defense afforded by the self-insurance mans below. Type of Coverage Effective Date Expiration Date Limits of Liability - in Thousands GENERAL LIABILITY 10/1/90 Until canceled or revoked Bodily Injury, Property Damage Personal Injury Combined $200 per Claimant $300 per Occurrence Self -Insured in accordance with S.768.28 F.S. (X) Comprehensive (X) Premises/Operations (X) Products/Completed Operations (X) Contractual (X) Independent Contractors (X) Broad Form Property Damage (X) Personal Injury (X) Errors & Omissions AUTOMOBILE LIABILITY 10/1/90 Until canceled or revoked Bodily Injury Property Damage Combined $200 per Claimant $300 per Occurrence Self -Insured in accordance with S.768.28 F.S. (X) Any Auto O All Owned Autos (Private Passenger Autos) ( ) All Owned Autos (Other than Private Passenger) (X) Hired Autos (X) Non Owned Autos WORKERS COMPENSATION AND 10/1/90 Until canceled or revoked WC Statutory Limits - Florida Self -Insured in accordance with S.440 F.S. EMPLOYERS LIABILITY BLANKET DISHONESTY BOND 10/1/90 Until canceled or revoked $25 Per Occurrence Self -Insured in accordance with S.768.28 F.S. (Including faithful performance. money & securities & depositors forgery) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL/ITEMS: Re: MIAMI SANTANDER MASTER LEASE PURCHASE AGREEMENT CANCELLATION: Should any of the above described coverages be cancelled before the expiration thereof, the is piiig'City will endeavor to mail 10 days to mail such notice shall impose no obligation, or liability ofi anv kind upon the City its agents, or 1 /4 / written notice to the Certificate Holder named, but failure representatives. Santander Bank 3 Huntington Quadrangle, # 101N Melville, NY 11747 Frank Gomez Property & asualty Manager/Ann Marie Sharpe, Director of it.-- Risk Management Risk Management Department, 444 SW 2"d Ave. Miami, FL 33130 (305) 416-1740 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. LESSEE CERTIFICATE Please provide for each draw RE: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019, between Santander Bank, N.A. (Lessor) and City of Miami (Lessee) and Schedule No. thereto dated as of 2019. I, the undersigned, hereby certify that I am a duly authorized representative of Lessee and that I have been given the authority by the Governing Body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Master Vehicle Lease Purchase Agreement and Schedule No. (the "Lease"). I hereby certify that: 1. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Budget Year of Lessee, and such moneys will be applied in payment of all Rental Payments due and payable during such current Budget Year. 2. The governing body of Lessee has approved the authorization, execution and delivery of the Lease on its behalf by the authorized representative of Lessee who signed the Lease. 3. During the term of the Lease, the Equipment will be used for essential governmental functions. Such functions are: 4. The source of funds (fund Item in budget) for the Rental Payments that come due under Exhibit B of this Lease is as follows: 5. Lessee reasonably expects and anticipates that adequate funds will be available for all future Rental Payments that will come due under Exhibit B because: By: Emilio T. Gonzalez, City Manager Date: Attest By: Todd B. Hannon, City Clerk (SEAL) CONTRACT #: 002-0024604-000 EXHIBIT A (Page 1 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF VEHICLE LEASE PURCHASE AGREEMENT RE: Master Vehicle Lease Purchase Agreement dated as of 06/20/2019, between Santander Bank, N.A. (Lessor) and City of Miami (Lessee) and Schedule No. 1 thereto dated as of April 15, 2020. Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Vendor Name PO # Year V.I.N. Model Invoice Amount Request Number 1 Alan Jay Automotive 1906900 2019 KNDCB3LC8K5316931 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1 K5316933 Kia Niro 22,999.00 Alan Jay Automotive 1906899 2019 KNDCB3LCOK5337160 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC2K5337161 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC4K5337162 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC4K5337176 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC6K5337177 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC8K5337178 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LCXK5337179 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC6K5337180 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC8K5337181 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LCXK5337182 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC1 K5337183 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC9K5337223 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LCXK5337246 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC1 K5337247 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC3K5337248 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC5K5337249 Kia Niro 22,894.00 Alan Jay Automotive 1906899 2019 KNDCB3LC1 K5337250 Kia Niro 22,894.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 2 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906900 2019 KNDCB3LCXK5338249 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1K5338253 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC3K5338254 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC2K5338262 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC4K5338263 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC6K5338264 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC8K5338265 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LCXK5338266 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1K5338267 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC3K5338268 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC5K5338269 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1K5338270 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC3K5338271 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC5K5338272 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC7K5338273 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LCXK5338283 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1K5338284 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC3K5338285 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC5K5338286 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC7K5338287 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC9K5338288 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC0K5338289 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC7K5338290 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC6K5338295 Kia Niro 22,999.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 3 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906900 2019 KNDCB3LC8K5338296 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LCXK5338297 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC1 K5338298 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LCXK5338302 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC3K5338304 Kia Niro 22,999.00 Alan Jay Automotive 1906900 2019 KNDCB3LC5K5338305 Kia Niro 22,999.00 Alan Jay Automotive 1907012 2019 1FD8W3A65KEG53303 Ford X2C 36,794.00 Alan Jay Automotive 1907012 2019 1FD8W3A67KEG53304 Ford X2C 36,794.00 Alan Jay Automotive 1907012 2019 1FD8W3A69KEG53305 Ford X2C 36,794.00 Alan Jay Automotive 1907012 2019 1 FD8W3A60KEG53306 Ford X2C 36,794.00 Alan Jay Automotive 1907070 2019 STDZARFH 1 KS059774 Toyota Highlander 29,303.00 Alan Jay Automotive 1906774 2019 4T1 B31 HK6K0009076 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HKXKU517292 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HKOKU517656 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HK6KU517712 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HK0KU517821 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HK8KU518005 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2019 4T1 B31 HKXKU518006 Toyota Camry 25,937.00 Alan Jay Automotive 1907064 2020 1GCHSBEA4L1123549 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEAOL1123564 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEA7L1124095 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907070 2020 1GCHSBEA8L1125014 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEA5L1125245 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEA6L1125285 Chevrolet Colorado 23,235.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 4 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1907064 2020 1 GCHSBEA1 L1125887 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEA6L1127523 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907064 2020 1GCHSBEA6L1128025 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1907065 2020 1GCHSBEA5L1128145 Chevrolet Colorado 24,450.00 Alan Jay Automotive 1907064 2020 1GCHSBEA5L1128193 Chevrolet Colorado 23,235.00 Alan Jay Automotive 1906901 2020 JTDKARFU1L3108036 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU6L3108050 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU9L3108060 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU3L3108071 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU6L3108095 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU3L3108104 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU6L3108114 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU5L3108122 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU6L3108162 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU5L3108167 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFUOL3108173 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU9L3108205 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU5L3108217 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFUOL3108223 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU5L3108251 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFUXL3108259 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU5L3108265 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU4L3108273 Toyota Prius 22,609.00 Alan Jay Automotive 1906901 2020 JTDKARFU3L3108281 Toyota Prius 22,609.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 5 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906901 2020 JTDKARFUOL3108299 Toyota Prius 22,609.00 Alan Jay Automotive 1907990 2020 1 FT7W2A68LEC11837 Ford F250 28,298.00 Alan Jay Automotive 1907990 2020 1FT7W2A6XLEC11838 Ford F250 28,298.00 Alan Jay Automotive 1907990 2020 1 FT7W2A61 LEC11839 Ford F250 28,298.00 Alan Jay Automotive 1907990 2020 1 FT7W2A68LEC11840 Ford F250 28,298.00 Alan Jay Automotive 1907932 2020 1 FT7W2B63LEC11842 Ford F250 30,368.00 Alan Jay Automotive 1907463 2020 1FD7W2A65LEC12083 Ford W2A 49,189.00 Alan Jay Automotive 1907056 2020 1 FTEX1 CB6LFA28634 Ford F150 23,424.00 Alan Jay Automotive 1907057 2020 1 FTEX1 EB1 LFA28635 Ford F150 27,178.00 Alan Jay Automotive 1908351 2020 3GCPWAEH5LG216167 Chevrolet Silverado 1500 25,451.00 Alan Jay Automotive 1908351 2020 3GCPWAEHOLG221972 Chevrolet Silverado 1500 25,451.00 Alan Jay Automotive 1906898 2020 JTDEBRBEI LJ021225 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE7LJ021231 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEI LJ021242 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE9LJ021246 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE2LJ021248 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEOLJ021068 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE2LJ021072 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE3LJ021081 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEOLJ021085 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEOLJ021099 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE9LJ021103 Toyota Corolla 21,053.00 Alan Jay Automotive 1906897 2020 JTDEBRBE4LJ021106 Toyota Corolla 21,428.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 6 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906897 2020 JTDEBRBEXLJ021109 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBEXLJ021112 Toyota Corolla 21 428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE3LJ021114 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE5LJ021115 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE9LJ021117 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021119 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBEOLJ021121 Toyota Corolla 21 428.00 Alan Jay Automotive 1906898 2020 JTDEBRBE5LJ021146 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE7LJ021150 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEXLJ021157 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE1 LJ021161 Toyota Corolla 21,053.00 Alan Jay Automotive 1906897 2020 JTDEBRBE7LJ021164 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE6LJ021169 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE4LJ021171 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE6LJ021172 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE5LJ021177 Toyota Corolla 21 428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE7LJ021181 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE7LJ021195 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021198 Toyota Corolla 21,428.00 Alan Jay Automotive 1906898 2020 JTDEBRBE6LJ021219 Toyota Corolla 21,053.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021251 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE4LJ021252 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE3LJ021257 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE9LJ021263 Toyota Corolla 21,428.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 7 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021265 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE1LJ021273 Toyota Corolla 21 428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021282 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE8LJ021285 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE1 LJ021290 Toyota Corolla 21,053.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021296 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE8LJ021299 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE2LJ021301 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEXLJ021305 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE2LJ021315 Toyota Corolla 21,428.00 Alan Jay Automotive 1906898 2020 JTDEBRBE3LJ021324 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE4LJ021333 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE1 LJ021337 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE5LJ021339 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE9LJ021344 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBEOLJ021345 Toyota Corolla 21 428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE3LJ021355 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBEOLJ021362 Toyota Corolla 21,053.00 Alan Jay Automotive 1906897 2020 JTDEBRBEXLJ021370 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEOLJ021393 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEXLJ021398 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE6LJ021401 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBEXLJ021403 Toyota Corolla 21,053.00 Alan Jay Automotive 1906898 2020 JTDEBRBE3LJ021405 Toyota Corolla 21,053.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 8 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906897 2020 JTDEBRBE9LJ021411 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE1LJ021412 Toyota Corolla 21 428.00 Alan Jay Automotive 1906898 2020 JTDEBRBE6LJ021415 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBEI LJ021418 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE5LJ021423 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE9LJ021425 Toyota Corolla 21,428.00 Alan Jay Automotive 1906897 2020 JTDEBRBE2LJ021427 Toyota Corolla 21 428.00 Alan Jay Automotive 1908127 2020 1 FBAX2C84LKA15434 Ford X2C 37,691.00 Alan Jay Automotive 1908127 2020 1 FBAX2C86LKA15435 Ford X2C 37,691.00 Alan Jay Automotive 1908127 2020 1 FBAX2C88LKA15436 Ford X2C 37,691.00 Alan Jay Automotive 1908127 2020 1 FBAX2C8XLKA15437 Ford X2C 37,691.00 Alan Jay Automotive 1908127 2020 1 FBAX2C81 LKA15438 Ford X2C 37,691.00 Alan Jay Automotive 1908127 2020 1 FBAX2C83LKA15439 Ford X2C 37,691.00 Alan Jay Automotive 1908352 2020 1 FTBR1 Y87LKA16722 Ford T250 28,341.00 Alan Jay Automotive 1908352 2020 1 FTBR1 Y89LKA16723 Ford T250 28,341.00 Alan Jay Automotive 1908359 2020 1FBAX2Y88LKA16725 Ford X2Y 36,300.00 Alan Jay Automotive 1908359 2020 1FBAX2Y8XLKA16726 Ford X2Y 36,300.00 Alan Jay Automotive 1908359 2020 1 FBAX2Y81 LKA16727 Ford F150 36,300.00 Alan Jay Automotive 1906903 2020 1 FTMF1 CB9LKDO2818 Ford F150 26,349.00 Alan Jay Automotive 1906903 2020 1FTMF1CBOLKDO2819 Ford F150 26,349.00 Alan Jay Automotive 1907054 2020 1FTMF1CB7LKDO2820 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1 FTMF1 CB9LKDO2821 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CBOLKDO2822 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB2LKDO2823 Ford F150 22,462.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 9 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1907054 2020 1FTMF1CB4LKDO2824 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB3LKD12227 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB5LKD12228 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB7LKD12229 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB3LKD12230 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB5LKD12231 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB7LKD12232 Ford F150 22,462.00 Alan Jay Automotive 1907054 2020 1FTMF1CB9LKD12233 Ford F150 22,462.00 Alan Jay Automotive 1907491 2020 1FTMF1CBOLKD12234 Ford F150 26,863.00 Alan Jay Automotive 1906776 2020 1GNSCBKC9LR179651 Chevrolet Tahoe 42,834.00 Alan Jay Automotive 1906776 2020 1 GNSCBKC6LR180921 Chevrolet Tahoe 42,834.00 Alan Jay Automotive 1906776 2020 1GNSCBKCOLR181174 Chevrolet Tahoe 42,834.00 Alan Jay Automotive 1906776 2020 1GNSCBKC3LR181427 Chevrolet Tahoe 42,834.00 Alan Jay Automotive 1907071 2020 1 GNSKKKCXLR193125 Chevrolet Suburban 43,932.00 Alan Jay Automotive 1907411 2020 1 GNSKEKC4LR194630 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907411 2020 1GNSKEKCXLR194986 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907411 2020 1 GNSKEKC5LR195253 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907411 2020 1 GNSKEKCOLR195287 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907411 2020 1 GNSKEKC1 LR195329 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907411 2020 1 GNSKEKCOLR195631 Chevrolet Tahoe 41,492.00 Alan Jay Automotive 1907071 2020 1GNSKKKCOLR196843 Chevrolet Suburban 43,932.00 Alan Jay Automotive 1907071 2020 1 GNSKKKCXLR197854 Chevrolet Suburban 43,932.00 Alan Jay Automotive 1908358 2020 1 GNSKKEC3LR207667 Chevrolet Suburban 41,588.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK1 L0009664 Toyota Camry 25,937.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 10 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Alan Jay Automotive 1906774 2020 4T1031AK3L0009665 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK1 L0009681 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK5L0009683 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK2L0009690 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK3L0009696 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK7L0009698 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9L0009699 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK7L0009703 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AKOL0009705 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK8L0009709 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK1 L0009714 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK2L0009768 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK3L0009780 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK7L0009782 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9L0009783 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK0L0009784 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9L0009797 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK2L0009799 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AK5L0009800 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AK7L0009801 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9L0009802 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK7L0009846 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK5L0009862 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK4LU519474 Toyota Camry 25,937.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 11 of 18) DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Alan Jay Automotive 1906774 2020 4T1031AK9LU519504 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK2LU519506 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK3LU519546 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9LU519549 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK0LU519553 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK2LU519604 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AK1 LU519612 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AKXLU519673 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK7LU519680 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9LU519728 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AKXLU519754 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AKXLU519799 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK8LU519803 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9LU519874 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK0LU519892 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AKXLU519950 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AKXLU519981 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK9LU520071 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1C31AKXLU520077 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1 C31 AKOLU520119 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK6LU520142 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK7LU520246 Toyota Camry 25,937.00 Alan Jay Automotive 1906774 2020 4T1031AK5LU520522 Toyota Camry 25,937.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 12 of 18) DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. All American Trailer Connection, Inc. 1907613 2020 Equipment -- 4,783.00 Amazon.com LLC 2020 Equipment -- 899.95 Ameri- Recreational Sports, LLC 1907010 2020 JKBAFSA16KB501638 Kawasaki 14,811.00 Ameri- Recreational Sports, LLC 1906904 2020 JK1AFEJ16LB505454 Kawasaki 8,246.00 Ameri- Recreational Sports, LLC 1907010 2020 JKBAFSA13KB501869 Kawasaki 14,811.00 Beach Auto Tag Agency -- 2020 Equipment -- 13,735.73 Beach Auto Tag Agency -- 2020 Equipment -- 13,735.73 Beach Auto Tag Agency -- 2020 Equipment -- 8,223.36 Beach Auto Tag Agency -- 2020 Equipment -- 8,223.36 Dana Safety Supply, Inc. 1602332- 216 2020 Equipment -- 2,574.60 Dana Safety Supply, Inc. 1602332- 225 2020 Equipment -- 9,552.00 Dana Safety Supply, Inc. 1602332- 237 2020 Equipment -- 1,546.00 Dana Safety Supply, Inc. 1602332- 225 2020 Equipment -- 7,164.00 Dana Safety Supply, Inc. 1602332- 222 2020 Equipment -- 1,194.00 Dobbs Equipment, LLC 1907067 2020 Equipment -- 174,912.00 Duval Motor Company d/b/a Duval Ford 1907998 2020 1FT8W3BTXLEC23826 Ford 45,677.00 Duval Motor Company d/b/a Duval Ford 1907996 2020 1 FT8W3BT3LEC23828 Ford 48,666.00 Duval Motor Company d/b/a Duval Ford 1907996 2020 1 FT8W3BT5LEC23829 Ford 48,666.00 Duval Motor Company d/b/a Duval Ford 1907997 2020 1FT8W3DT7LEC23831 Ford 46,829.00 Duval Motor Company d/b/a Duval Ford 1906774 2020 1 FT7W2BT7LEC30481 Ford 45,050.00 Duval Motor Company d/b/a Duval Ford 1906774 2020 1 FT8W3DT3LEC30484 Ford 43,508.00 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 12 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Duval Motor Company d/b/a Duval Ford 1908453 2020 1 FT7X2B60LEC30488 Ford F-250 31,499.00 Duval Motor Company d/b/a Duval Ford 1908357 2020 1 FT8X3CT4LEC30489 Ford F-350 39,498.00 Duval Motor Company d/b/a Duval Ford 1907060 2020 3FA6P0G79LR128613 Ford Fusion 16,982.00 Graphic Designs International Inc. 1803420-54 -- Equipment 614.92 Graphic Designs International Inc. 1803420-57 -- Equipment 623.41 Graphic Designs International Inc. 1803420-58 -- Equipment 39.00 Graphic Designs International Inc. 1803420-58 -- Equipment 3,506.22 Kelly Tractor Co. 1907991 2020 5FTBE2226L1003929 5FTBE2222L1003930 FLG FT-10 19,450.00 National Lift Truck Service 2001342 -- AC44B-L1000233 Columbia Journeyman 100 7,989.64 Orlando Freightliner, Inc. 1907062 -- Equipment 600,942.00 Orlando Freightliner, Inc. 1907055 -- Equipment 244,900.00 Orlando Freightliner, Inc. 1907061 -- Equipment 170,122.00 Orlando Freightliner, Inc. 1907061 -- Equipment 510,366.00 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment 333.80 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 13 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 13 of 18) DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 14 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 15 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 16 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 17 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-6 -- Equipment -- 2,583.08 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-16 -- Equipment -- 333.80 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 18 of 18) DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-11 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1707099-12 -- Equipment -- 756.56 Strobes-R-Us Inc 1707099-12 -- Equipment -- 756.56 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-13 -- Equipment -- 1,312.48 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 Strobes-R-Us Inc 1707099-7 -- Equipment -- 4,702.22 CONTRACT #: 002-0024604-000 EXHIBIT A (Page 18 of 18) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DESCRIPTION OF EQUIPMENT OF LEASE AGREEMENT Strobes-R-Us Inc 1707099-7 -- Equipment -- 3,370.36 Strobes-R-Us Inc 1907066 -- Equipment -- 3,370.36 Strobes-R-Us Inc 2000272 -- Equipment -- 3,370.36 Strobes-R-Us Inc 2000272 -- Equipment -- 756.56 Bond Counsel Fee 60,250.00 Financial Advisor Fee 5,000.00 Total Vehicles 269 $9,256,278.56 BILLING ADDRESS: 444 S.W. 2nd Avenue, 10th Floor, Miami FL 33130 GARAGING ADDRESS: 444 S.W. 2nd Avenue, Miami, FL 33130 Lessee: City of of the S'ta'te of Florida By: Typed: Arthur F?riega , as City Manager Atter' (SEAL) Todd B. Hannon ity erk mi, FL, a municipal corporation Lessor: Santander Bank, N.A. By: Typed Name: Michael J. Paez Title: Senior Vice President Date: April 15, 2020 Attest By: Typed Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CONTRACT A. 602-00246D4 000 Ex.HI8tT A R Page tl3 of 181 DESCRIPTION Of EQUIPMENT OF LEASE. AGREEMENT 5notie. R-Ua Inc ITCTnw r —T fgi+ipmint 1,310.36 r?treben R- Ustree 1atilsi6o t4u'Prnent — 3,37C 36 i Strobes-It-cictnt r ;72 Eawp•ncnt 3,3Al36 Steobes R UN, tt:t .7110pZa7 14a4:imer! 756 56 Rind tcunse, F r fiCISOM0 F rant. al advi.,ur Fee 5.000 00 Total vehecles Z69 59,266,131_56 BtLONIG 4-a4 4u 1 -true " e=- i,a:' Flc.0 !dawn Et 3313C GAFiA(;ING ADDt2F 5' , 414 S V 2'',iveY'{ir, Miami fL Leader Crty of Miami, FL., & municipai torporeti*n of the State of Ronda By. Typed: Arinut Noriega IC ae City Manager Attest By: ISEAL) Todd B. Hannon, City Clerk Lessor_ Santander Bank. N a. By: Typed Name: Michael J- Frei Title: Senior vice President Date- +ant 15, 2dID �r t'• e Ct '= • Attest By: Typed Name; Title: 3f+"1 DC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director [Signature page to Description of Equipment] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APP ED AS TO FORM AND CORRECTNESS: i By• �1`---"-----2--) ictoria Mendez, City Attorney [Signature page to Description of Equipment] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED BY CENERALSERVICES ADMINISTRATION: By: Ricardo Fates) Director, General Services Administration [Signature page to Description of Equipment] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED BY GENERALSERVICES ADMINISTRATION: J rxhifer f mirez Assists t Direct*, General Services Administration [Signature page to Description of Equipment] CONTRACT #: 002-0024604-000 SCHEDULE OF PAYMENTS Lease Commencement Date: April 15, 2020 Interest Rate=1.167% Date 4/15/2020 1 1/1/2021 2 1/1/2022 3 1/1/2023 4 1/1/2024 5 1/1/2025 Payment $1,910,489.67 1,910,489.67 1,910,489.67 1,910,489.67 1,910,489.66 Grand Totals $9,552,448.34 Interest $78,315.06 86, 639.29 65,354.96 43, 822.24 22, 038.23 $296,169.78 Principal $1,832,174.61 1,823,850.38 1,845,134.71 1,866,667.43 1,888,451.43 $9,256,278.56 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Balance $9,256,278.56 7,424,103.95 5,600,253.57 3,755,118.86 $1,888,451.43 0.00 Purchase Option* $5,600,253.57 $3,755,118.86 $1,888,451.43 0.00 *Assumes that all rental payments and other amounts due on and prior to that date have been paid. This Certificate may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Lessee: City of Miami, Florida, a municipal corporation of the State of'FYorida By: Typed: Arthur Noriega V, as City Manager Date: April 15, 2020 Todd B. Han on, Cit 'Clerk (SEAL) Lessor: Santander Bank, N.A. By: Typed Name: Michael J. Paez Title: Senior Vice President Date: April 15, 2020 Attest By: Typed Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CON IkACT 3' Ili12-tX QUO -min , l/1 DULEUF I'44tiIE\TS Lease Commencement IJape: April 1%.21221E Interest Flair = 1.T47"o I'i:ri lux iJate I'aymoot intrrr,.l t'nnt tpel tl,xiani a Clpnon' 4.15/2021.1 1.9,4),27 h.7in — 1 1'112021 Si;4111,4N4 h" 57 S."11-7111 $1;331%174 61 .424.103 9s — 2 1!1,21.122 1.91t.t4101.ii 46,61 -19 1 S^l,FilF..ik S,rAlA.151.;,7 S3.bt111.2314: 1 l n 2tt23 t,9I11,4:0.47 t' .. 344 W 1.h4 ri,134.71 1.7.'6,118 S4 C1,7r1,. t 1 +.Si 4 t l'?I124 t;1il].489,67 13.3i22.14 Liihri.bb..43 $1 hkti4CA.43 51.5743,51.4i 5 1,9,rztr21, 1411.,Sl!4 ht. 2=.11.144,13 1:1004.4+1A:1 0 01,1 11.01. (;raltd Tutd1s S*r 9`=2,•%4F.34 52%.. Itc9_'k 59.7.36.2/ti.5h '.Assumes that all rental payments and other amounts Jur on end prior M that bate have been Doti. Thi+ Certificate may hr vuerulcel in twisty more co m erparts, each of which rFutli 1 e deerned to ti• ;en urtgtnal but a1I of which,-ha11 Iu 1l uIv one and the same instrument. Lessee! City id Miami. Florida, a ihuniripat c:orpuxation I esyor Santander eri the Slaty. a# Florida By - Typed: Adilly Noricascity Manua_ l Jate_ Apra 15. 2010 Acted ey 15FA1! Todd B. t'Lnnpy City Clerk t By, ryprd %ame: Mjchadl J, ratx Title: ,4l;IIiSLrlriilePtl'yidiprit ) N.A. CJaEe: 9Fri 1 1 k_12t! Atte,I.1 . _ typed Name E, [Signature page to Schedule of Payments] APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. [Signature page to Schedule of Payments] APPROVED AS TO FORM AND CORRECTNESS: By: ).' V c r ria Me dez, City Attorne THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. [Signature page to Schedule of Payments] APPROVED BY GENERALSERVICES ADMINISTRATION: By: Ricardo Falero Director, General Services Administration 4 APPROVED BY GENERALSERVICES ADMINISTRATION: _.By,t J ifer R • xrez Ass' ant rector inistration THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CONTRACT #: 002-0024604-000 FINAL ACCEPTANCE Re: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019, between Santander Bank, N.A. (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee) and Schedule No. 1 thereto. I, the undersigned, hereby certify that I am a duly qualified authorized representative of Lessee and that I have been given the authority by the Miami City Commission as the Governing Body of Lessee to sign this Final Acceptance Certificate with respect to the above referenced Master Vehicle Lease Purchase Agreement and Schedule No. 1 (the "Lease"). I hereby certify that: 1. All Equipment described on Exhibit A -Description of Equipment of Lease Agreement has been delivered and installed in accordance with Lessee's specifications and Lessee hereby requests and authorizes Lessor to disburse to the Lessee the proceeds of Schedule No. 1 in the amount of Nine Million Two Hundred Fifty -Six Thousand Two Hundred Seventy - Eight Dollars and Fifty Six Cents ($9,256,278.56) by wire transfer. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Rental Payments with respect to such Equipment are due and owing as set forth in Exhibit B to the Lease. 4. Lessee has provided to Lessor the Self -Insurance Certificate as required under the Lease. 5. Lessee is exempt from all personal property taxes and is also exempt from sales and/or use taxes with respect to the Equipment and the Rental Payments. 6. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. Reimbursement to Lessee: City of Miami 444 S.W. 2nd Avenue Miami, FL 33130 Federal ID Number: 59-6000375 7. This Certificate may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Lessee: City of Miami, Florida, a municipal corporation Lessor: Santander Bank, N.A. of the State of Florida By: Typed:Arthur Noriega V, as City Manager Date: April 15, 2020 Attst. Todd B. Hann (SEAL) Clerk By: Typed Name: Michael J. Paez Title: Senior Vice President Date: April 15, 2020 Attest By: Typed Name: Title: [Signature Page to Final Acceptance] Page 2 of 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. lessee: City of Miami, Florida, a municipal corporation Lessor Santander Bank, N.A. of the State of Florida - By: Typed Name: Mju hay iFtaez 1 yped:Arthur Nuriega \', as City Manag+:r Tltic Senior \Itce Proictdpt Dafe: April l _2 f11._ e' Date. April-B. MO Attest By: (SEAL! Todd B. Hannon, City Clerk Attest liy:i Typed dame: Title: er ;I, j i put: urr Prat to Final A t(glance.] P'agr 2 trf 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED AS TO INSURANCE REQUIRMENTS: By: Anne -Marie Sharpe, Risk Management Director [Signature Page to Final Acceptance] Page 3 of 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED AS TO FORM AND CORRECTNESS: 71 4 \\, Ji By: if f--f' (1 \ O Victlipla Mendez, City Attorne [Signature page to Final Acceptance] Page 4 of 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED BY GENERALSERVICES ADMINISTRATION: By: Ricardo Faler© Director, General Services Administration [Signature Page to Final Acceptance] Page 5 of 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. APPROVED BY GENERALSERVICES ADMINISTRATION: Jea rfifer R... irez Assistant Director, General Services Administration [Signature Page to Final Acceptance) Page 6 of 6 CITY OF MIAMI CERTIFICATE OF SELF INSURANCE COVERAGE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. INSURED: CITY OF MIAMI, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, ITS EMPLOYEES, AGENTS AND OFFICIALS April 14, 2020 SELF INSURED EVIDENCE OF COVERAGE This Certificate is issued as a matter of information only and confers no rights upon the Certificate Holder. This Certificate does not amend, extend, nor alter the coverages or defense afforded by the self - Type of Coverage Effective Date Expiration Date Limits of Liability - in Thousands GENERAL LIABILITY 10/1/90 Until canceled or revoked Bodily Injury, Property Damage Personal Injury Combined $200 per Claimant $300 per Occurrence Self -Insured in accordance with S.768.28 F.S. (X) Comprehensive (X) Premises/Operations (X) Products/Completed Operations (X) Contractual (X) Independent Contractors (X) Broad Form Property Damage (X) Personal Injury (X) Errors & Omissions AUTOMOBILE LIABILITY 10/1/90 Until canceled or revoked Bodily Injury Property Damage Combined $200 per Claimant $300 per Occurrence Self -Insured in accordance with S.768.28 F.S. (X) Any Auto () All Owned Autos (Private Passenger Autos) () All Owned Autos (Other than Private Passenger) (X) Hired Autos (X) Non Owned Autos WORKERS COMPENSATION AND 10/1/90 Until canceled or revoked WC Statutory Limits - Florida Self -Insured in accordance with S.440 F.S. EMPLOYERS LIABILITY BLANKET DISHONESTY BOND 10/1/90 Until canceled or revoked $25 Per Occurrence Self -Insured in accordance with S.768.28 F.S. (Including faithful performance, money & securities & depositors forgery) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL/ITEMS: Re: MIAMI SANTANDER MASTER LEASE PURCHASE AGREEMENT CANCELLATION: Should any of the above described coverages be cancelled before the expiration thereof the issuing City '11 endea 't-. mai110 days to mail such notice shall impose no obligation, or liability of any d upo ity its agents, or written notice to the Certificate Holder named, but failure representatives. Santander Bank 3 Huntington Quadrangle, # 101N Melville, NY 11747 L-------------- Frank Gomez Property & Casualty anager/Ann Marie Sharpe, Director of Risk Management Risk Management Department, 444 SW 2nd Ave, Miami, FL 33130 (30) 416-1740 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FIRST LEASE LESSEE CERTIFICATE RE: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019, between Santander Bank, N.A. ("Lessor") and City of Miami ("Lessee" and "City") and Schedule No.1 (First Draw) thereto dated as of April 15, 2020. I, the undersigned, hereby certify that as the duly authorized City Manager, I am a duly authorized representative of Lessee and that I have been given the authority by the Miami City Commission as the Governing Body of Lessee ("Governing Body") pursuant to Resolution No. R-19-0207, adopted May 23, 2019 ("Master Resolution") to sign the Certificate of Acceptance with respect to the above referenced Master Vehicle Lease Purchase Agreement ("Master Agreement") and Schedule No.1 (First Draw) (the Master Agreement and the Schedule No.1 (First Draw) being collectively, the "First Lease"). I hereby further certify that: 1. Pursuant to Ordinance No. 13861, adopted September 26, 2019 ("Budget Ordinance"), Lessee has appropriated for Debt Service Fund 24028 in the General Fund line item Lease to Own Program and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the First Lease during the current Budget Year of Lessee, and such moneys will be applied in payment of all Rental Payments due and payable during such current Budget Year. 2. The Governing Body of Lessee pursuant to the Master Resolution has approved the authorization, execution and delivery of the First Lease on its behalf by the authorized representative(s) of Lessee who signed the First Lease. 3. During the term of the First Lease, the Equipment set forth in Exhibit A of the First Lease will be used for essential governmental functions for City departments and offices as follow: (a) Fire -Rescue Department, (b) Police Department, (c) General Services Administration, (d) Solid Waste Department, (e) Resiliency and Public Works, Department (f) Mayor's office, (g) Building Department, (h) City Commission District 3 Office, (i) Department of Code Compliance, (j) Community Redevelopment Agency, (k) Commission District 2 Office, (1) Department of Real Estate and Asset Management, (m) Neighborhood Enhancement Team, (n) Office of Capital Improvements, (o) Risk Management Department, (p) Civilian Investigative Panel, (q) Homeless Assistance Team, (r) Human Services Department, and (s) Information Technology Department. 4. The source of funds (Debt Service Fund 24028 Line Item Vehicle Lease to Own Program in the current fiscal year budget under the Budget Ordinance) for the Rental Payments that come due under Exhibit B of this First Lease is as follows: Non -Ad Valorem Revenues in the General Fund. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. Lessee reasonably expects and anticipates that adequate funds will be available for all future Rental Payments that will come due under Exhibit B because: Such funds have been budgeted for the first payment beginning January 1, 2021 and thereafter will be budgeted and appropriated during the normal budgeting process. Date: As of April 15, 2020 City of Miami, Florida, a municipal corprion of the State of Florida By: Arthur Noiega V, City Manager g t-Byr Todd B. Han on Clerk (SEAL) [Signature Page to First Lease Lessee Certificate] 2 City of Wang, FlOrldt Department of Finance Summary of Invoices THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Draw Down Program: City of Miami Fleet Equipment Lease Request Number: 1 Date: April 15, 2020 PO6 Inwolte Date Invoke Amount Vendor Name Check# Chalk Date VINE Make Model Year 1907360 16•lan-20 LR128613 16,982,00 Duval Motor Company 126163i 18-6eb-20 3FA6P0G79LR128613 Ford Fusion 2020 2001342 6-lan-20 02E7988260 7,98'3.64 National Uft Truck Service 1261184 3-Feb-20 AC448-11000233 Columbia IOIJRNEYM NIA 1906904 27-Dea-19 16675 8,246,00 Amert-Recreati0nal SpOrta, 1260590 27-Jan-20 JK1AFEJ161.0505454 Kawasaki KAF4O0F13 2020 1906898 11-Dec-19 F1.1021225 21,053.00 Alan Jay Automotive 193076 3•Jan-20 JTDEBRBE10021225 Toyota Corolla 2020 19061398 11-0ec-19 FL1021231 21,053.00 Alan Jay Automotive 193076 3Jan-20 ITDEBRBE7UO21231 Toyota Corolla 2020 39061398 11.0ac-19 F0021242 21,053.00 Alan Jay Automotive 193076 3-Jan-20 1TOEB8BE1U021242 Toyota Coro3a 2020 2906898 11-6ec-19 FL1021246 21,053.00 Alan Jay Automotive 193076 3-Jan-ID JTDEBRBE9UO21246 Toyota Corolla 2020 1906898 11-Dec•19 FL1021248 21,053.00 Alan Jay Automotive 193076 3-Jan•20 JTDE8RBE2U621248 Toyota Corolla 2020 I9061398 21-Nov.19 FU021068 21,053.00 Alan lay Automotive 193183 10-1an020 JTDEBRBEOU4210E8 Toyota Corolla 2020 2906898 21-Nov-19 FU021072 21,053.00 Alan Jay Automotive 193183 10Jen.20 JTDE888521.J011072 Toyota Corolla 2020 2906898 21-Plov-19 FU021081 21,053.00 Alan Jay Automotive 193183 1G.Jan.20 1TDEBR8E311021081 Toyota Corolla 2020 1906898 21-Nov-19 FU021085 21,053.00 Alan Jay Automotive t93183 16-Jan.20 JTDEBRBE00021085 Toyota Corolla 2020 1906898 21-Nov-19 FUD21099 21,053.00 Alan Jay Automotive 193183 10-Jan-20 JTDEB88E0U021099 Toyota Corolla 2020 1906898 21-Nov-19 F11021103 21,053.00 Nan Jay Automotive 193183 10-Jan•20 .13018R8E9U021103 Toyota Corolla 2020 1906898 3-0ec-19 F11021146 21,053.00 Nan Jay Automotive 192488 27-Dec-19 JTDEBRBE5U021146 Toyota Corolla 2020 1906998 3-Dec-19 FU021150 21,053.00 Man Jay Automotive 192488 27-0en19 JTDEBRBE7U021150 Toyota Corolla 2020 1906898 3-Del-19 FU021157 21,053.00 Alan Jay Automotive 192488 27•Dec-19 JTOEBRBEXU021157 Toyota Corolla 2020 1906898 3-0ec-19 FU021161 21,053.00 Alan Jay Automotive 192488 27-oec-39 JTDEBRBE1U021161 Toyota Corolla 2010 1906898 16-Dec-19 FU021219 21,1353.00 Nan Jay Automotive 193183 10-Jan-20 JTDEBR8E61.1021219 Toyota Corolla 2020 1966898 16-0ec-19 FU021290 21,053.00 Nan Jay Automotive 193183 10-Jan-20 JTDEBR8E1U021290 Toyota Corolla 2020 1906898 16•Dec-19 FU021296 21,053.00 Nan Jay Automotive 193183 10-Jan-20 JF0E6RBE2U021296 Toyota Corolla 2020 1906898 16-0ec-19 FU021299 21,053.00 Alan Jay Automotive 193183 10-Jan•20 JTDEB88E8U021299 Toyota Corolla 2020 1906898 16-0ec-19 FU021301 21,053.00 Alan Jay Automotive 193183 10Jan-20 JTDEBRBE2U021301 Toyota Corolla 2020 1906898 16-Dec-19 FU021305 21,053.00 Alan Jay Automotive 193183 10-Jan-20 JTDEBRBEXU021305 Toyota Corolla 2020 1906898 16-Dec-19 FU021362 21,053.00 Alan Jay Automotive 193183 10-Jan-20 JTDEBRBE00021362 Toyota Corolla 2020 1906E198 21-0ec-19 FU02137G 21,053.00 Alan Jay Automotive 193336 17-Jan-20 JTDEBRBEXL3021370 Toyota Corolla 2020 19136898 21.0.-19 FU021393 21,053.00 Alan Jay Automotive 193336 17-Jan-20 J10E808E00021393 Toyota Corolla 2020 1906898 21-Dec-19 FU021398 21,053.00 Man Jay Automotive 193336 17-Jan-20 1TDEBRBEXU021398 Toyota Corolla 2020 1906898 16-Dec-19 FU021401 21,053.00 Nan Jay Automotive 193183 10-Jan-20 JTDE8R8E60021401 Toyota Corolla 2020 1906898 23•Jan-20 FU021403 21,053.0G Alan Jay Automotive 194182 7-Feb-20 JTDE8RBEXU021403 Toyota Corolla 2020 1906898 16-0ec-19 FU021405 21,053.00 Alan Jay Automotive 193183 10.1art•20 1TDEBRBE3U023405 Toyota Corolla 2020 1906897 14-Jan-20 FU021121 21,428.00 Alan Jay Automotive 194182 7-Feb-20 )TDE8RBE00022121 Toyota Corolla 2020 1996897 28-Jan-20 FU021345 21,428,00 Alan Jay Automotive 194447 21-Feb-20 JTOEBRBEOL1021345 Toyota Corolla 2020 1906897 28-Jan-20 FU021273 21,428.00 Alan Jay Automotive 194447 21-Feb-20 JTDE8RBE1U022273 Toyota Corolla 2020 1906897 14•Jan•20 FU021337 21,42E100 Alan Jay Automotive 194182 7-Fab-20 J70E88BE1U021037 Toyota Corolla 2020 1906897 31.Oec-19 F11021418 21,428.00 Man Jay Automotive 193456 24-Jan-20 JTDEBR8E1U023418 Toyota Corolla 2020 1906897 14-Jan-20 FU0211 t9 21,428.00 Alan Jay Automotive 194182 7•Feb-20 JTDEBRBE20O21119 Toyota Corolla 2020 1906897 31.0.-19 FU021198 21,428.00 Alan Jay Automotive 193456 24-Jan-20 JTDE8RBE2U021198 Toyota Corolla 2020 1906897 31.0ec-19 FU021251 21,428.00 Man Jay Automotive 193456 24-Jar-20 JTDEBRBE2U021251 Toyota Corolla 2020 1906897 14-Jan-20 FU021265 21,428.00 Alan Jay Automotive 194182 7-Feb-20 ITDEBRBE2U021265 Toyota Corolla 2020 1906897 28-Jan-20 FU021282 21,428.00 Alan Jay Automotive 194447 21-Feb-20 JTDEBRBE2U021282 Toyota Corolla 2020 1906897 28•Jan-20 FU021315 21,428.00 Man Jay Automotive 194447 21-Feb-20 1TDE8RBE2U021315 Toyota Corolla 2020 1966897 7-Jan-20 FU021427 21,428.00 Man Jay Automotive 193553 31-Jan-20 IT0EBRBE2U021427 Toyota Corolla 2020 1965897 7•lan-20 FU021114 11,428.00 Alan lay Automotive 193553 31-Jan-20 JTDEBRBE3U021114 Toyota Corolla 2020 1906897 28-Jan-20 FU021257 I1,428.00 Man Jay Automotive 194447. 21-Feb-20 JTDEBRBE3U021257 Toyota Corolla 2020 1906897 7-Jan-20 FU021324 21,428.00 Nan Jay Automotive 193553 31Jan-20 JTDE8R8E3U021924 Toyota Corolla 2020 1906897 28-Jan-20 FU021355 21,428.00 Alen Jay Automotive 194447 21-Feb-20 JTDEBRBE3U021355 Toyota Corolla 2020 1906897 31-Dec-19 FU021106 21,428.00 Alan Jay Automotive 190456 24Jan-20 JTOEBRBE4U0211O6 Toyota Corolla 2020 1906897 7-Jan-20 FU021171 21,428.00 Alan Jay Automotive 193553 31.Jan-20 JTDE8R5E4tJ021171 Toyota Corolla 2020 1906897 14.Jan-20 FU021252 21,428.00 Nan Jay Automotive 194182 7-Feb-20 JTD3BR9E4 U021251 Toyota Corolla 2020 1906897 28-Jan-20 FU021333 21,428.00 Man Jay Automotive 194447 21-Feb-20 JTDEBR8E4U021333 Toyota Corolla 2020 1906897 7-Jan-20 FU021115 21,428.00 Alan Jay Automotive 193553 31-Jan-20 JT0EBR8E5U021115 Toyota Carol/a 2020 1906897 17•Dac-19 FU021177 21,428.00 Nan Jay Automotive 193183 10-Jan•20 1TDE8R8E53J021177 Toyota Corolla 2020 1906897 14-Jan-20 FU021339 21,428.00 Nan Jay Automotive 194182 7-Feb-20 JT0EBRSE51J021339 Toyota Corolla 2020 1906897 14-Jan.20 FU021423 21,42800 Man Jay Automotive 194182 7-Feb-20 1T0£8R8ESU021423 Toyota Corolla 2020 19061397 14-Jan-20 FU021169 21,428.00 Alan Jay Automotive 194182 7-Feb-20 1TOEBR8£6U021169 Toyota Corolla 2020 1906897 31-Dec-19 FU021172 21,428.00 Man lay Automotive 193456 24-Jan•20 JT0E8R9E6U021172 Toyota Corolla 2020 _ 1906898 7-Jan-20 FU021415 21,428.00 Nan Jay Automotive 193553 31-Jan•20 JTDEBR8E6U021415 Toyota Corolla 2020 1906897 7-Jan•20 FU021164 21,428.00 Man Jay Automotive 193553 31-Jan-20 JTDE8RBE7U021164 Toyota Corolla 2020 1906897 31-Dec-19 F11021181 21,428.00 Alan Jay Automotive 193456 24-1an-20 JTDE8RBE7U021181 Toyota Corolla 2029 1906897 31-Dec-19 FU021195 21,428.00 Nan Jay Automotive 193456 24-Jan-20 JTDE8R8E7U021195 Toyota Corolla 2020 1906897 14Jan-20 FU0212a5 21,428.00 Alan Jay Automotive 194282 7-Feb-20 JTDEBRBESU021285 Toyota Corolla 2020 1906897 7-Jan-20 FU021117 21,428.00 Nan Jay Automotive 193553 31-Jan-20 JTDEBRBE91..1021117 Toyota Corolla 2020 1906897 7Jan-20 FU021263 21,428.00 Man Jay Automotive 193553 31-Jan-20 JTDEBRBE9U021263 Toyota Corolla 2020 1906897 14Jan-20 F12021344 21,428.00 Alan Jay Automotive 194182 7-Fab-20 )TDEBRBE9U021344 Toyota Corolla 2020 1906897 14Jan-20 FU021411 21,428.00 Alan Jay Automotive 194182 7-Feb-20 1TDEBRBE9U021411 Toyota Corolla 2020 1906897 7•Jan-20 F1/021425 21,428.00 Alan Jay Automotive 193553 31Jan-20 ITDEBRBE9U021425 Toyota Corolla 2020 19061397 31-Dec-19 F1.1021109 22,428.00 Alan Jay Automotive 193456 24-Jan-20 JTDEBRBEXU021109 Toyota Corolla 2020 1906897 31-0ec-19 F11021112 21,4213.00 Alan Jay Automotive 193456 24-Jan-20 JTDEBR8EXU021112 Toyota Corolla 2020 1907054 21-Nov-19 FLKD02820 22,462.00 Man Jay Automotive 192982 20-1.6er19 1FTMF1C87LK002820 Ford F150 2020 1907054 21•Nov19 FLKD02821 22,462.00 Nan Jay Automotive 192382 20-Dec-19 1FTMF1C89LKD02821 Ford F150 2020 1907054 21-Nov19 FLKD02822 22,462.00 Alan Jay Automotive 192382 20-Dec-19 1FTIv1F1C80LK002822 Ford F150 2020 1907054 , 21-Nov.19 FLK002823 22,462.00 Alan Jay Automotive 192382 20-Dec-19 1FTMF1C82L0002823 Ford F150 2020 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. PO N Involve Data Invplca P Amount vendor Name Check N Check Date YIN N Make Model Year 1907054 21-Nov-19 FLKD02824 22,462-00 Alan Jay Automotive 192382 20-Dec-19 1FTMF1C134tXD02824 Ford F150 2020 1907054 21-Dec-19 FLKD12227 22,462.90 Alan Jay Automotive 193335 17-Jan-20 1FTMF1CB3LK012227 Ford F150 2020 1907054 29-Nov-19 FLKD12228 22,462.00 Alan Jay Automotive 1924138 2741ec-19 1FTMF10151.K012228 Ford F150 2020 1907054 29-Nov-19 FLKD12229 22,462.00 Alan Jay Automotive 192488 27-0ec-19 1FTMF1C87LKD12229 Ford F150 2020 1907054 29-Nov-19 F4J0112130 22,462.00 Alan Jay Automotive 192488 27.Dec-19 1FTMF1CB3LKD12230 Ford F150 2020 1907054 29-Nov-19 FLKD12231 22,46200 Alan Jay Automotive 192488 27-Dee-19 1FTF11F1CR5LK012231 Ford F150 2020 1907654 29-Nov-19 FL012232 22,46100 Alan Jay Automotive 192488 27-Dec-19 1FTMF1C87LKD12232 Ford F150 2020 1907954 2143ec-19 FL9312233 22,467_00 Alan Jay Automotive 193336 17-Jan-20 1FTMF1CB9LKD122..33 Ford F150 2020 1906902 3-Dec-19 F13108036 22,609.00 Alan Jay Automotive 192488 27-Dec-19 JTDKARFU1t3108036 Toyota Prius 2020 1906502 3-Dat-19 F13108050 22,609,00 Alan lay Automotive 192488 27-Dec-19 JTDKARFUGL3108050 Toyota Prius 2020 1996902 3-Dec-19 FL3108060 22,609.00 Alan lay Automotive 192488 27-Dee-19 JTDKARFU9L3108060 Toyota Prius 2020 1906902 3-Dec-19 F13108071 22,609.00 Alan Jay Automotive 192488 27-Dec-19 1TOKARFU3t3108071 Toyota Prfus 2020 1906901 3-Dec-19 FL3108095 22,609.00 Alan lay Automotive 192488 27-Dec-19 JTOKARFU643108095 Toyota Pries 2020 1906902 11-Dec-19 FL3108104 22,609.00 Alan Jay Automotive 193076 3-Jan-20 JTDKARFU3L3108104 Toyota Prlus 2020 1906901 11-Dec-19 FL3108114 22,609.00 Alan Jay Automotive 193076 3-Jan-20 JTDKARFL613108114 Toyota Prius 2020 1906901 11-Dec-19 FL3108122 22,609.00 Alan Jay Automotive 193076 3-Jan-20 JTDKARFU5L3108122 Toyota Prius 2020 1906501 11-Dec-19 FL3108182 22,669.00 Alan Jay Automotive 193076 3-Jan-20 ITDKARFI161.3108162 Toyota Prius 2020 1906901 21Dec-19 0L3108187 22,609.90 Alan Jay Automotive 193336 17-Jan-20 JTOKARFU5L3108167 Toyota Prius 2020 1906901 21-Dec-19 FL3108173 22,6139.00 Alan Jay Automotive 193336 17Jan-20 JTOKARFU0L3108173 Toyota Prius 2020 1906901 21-66C-19 FL3106205 22,699.09 Alan Jay Automotive 193336 17Jan-20 JTDKARFU9L3108205 Toyota Prius 2020 1906901 21-Dec-19 FL3108217 22,609.00 Alan Jay Automotive 193336 17Jan-20 JTOKARFU5L3108217 Toyota Prius 2020 1906901 8-ian-20 FL3108223 22,699.69 Alan Jay Automotive 193553 31Jan-20 JTDKARF1J0L3108223 Toyota Prius 2020 1906901 5Mn-20 F12168251 22,699.00 Mao lay Automotive 193553 31-Jan-20 JTDKARF1J5L3108251 Toyota Prius 2020 1906901 21-0ec-19 FL3108259 22,609.00 Alan Jay Automotive 193336 17Jar,-20 JTDKARFV90.3108259 Toyota Prius 2020 1906901 21-Dec-19 FL3108265 22,609.00 Alan Jay Automotive 193336 17 Jan-20 tTDKA8F1151.3108265 Toyota Prius 2020 1906901 13-Jan-20 113I08273 22,609.00 Alan Jay Automotive 193553 31Jan-20 JTOKARFI1413108273 Toyota Prius 2020 1906901 8-Jan-20 FL3108281 22,609.00 Alan Jay Automotive 193553 31Jan-20 JTDKARFV31.3165291 Toyota Prius 2620 1906901 8-Jan-20 FL3108299 22.,609.00 Alan Jay Automotive 193553 31.2an-20 JTOKARFU01.3108299 Toyota Prius 2020 1996899 10-Dec-19 FK5337160 22,894.90 Alan Jay Automotive 193076 3-Jan-20 KN5C83LC0K5337160 Kia Nfro 2019 1906899 17-3ec-19 FK5337161 22,994.00 Alan Jay Automatise Network 193183 10 Jan-20 KNDC1331C2K5337161 Kla Nlro 2019 1906899 17-0eo-19 005337176 2289400 Alan Jay Automotive Network 193183 10•Jan-20 K005831.0505337178 Kia Nlro 2019 1906899 17-0ec-19 FK5337181 22,894.00 Alan Jay Automotive 193183 10-Jan-20 KNDC83LC8K5337181 Kla Niro 2019 1904899 10-Dec-19 FK5337182 22,894.00 Alan Jay Automotive 193876 3Jan-20 KNBC83L0015337182 KJa Niro 2019 1406899 17.Oec-19 FIt5337183 22,894.00 Alan Jay Automotive 193183 10Jan-20 KNOCB3LC114.5337183 Ma Niro 2019 1906899 10-3ec-19 FK5337223 22,894.90 Alan Jay Automotive 193076 3-Jan-20 RNOCB3LC91t5337223 Kia Niro 2019 1596899 10.0ec-19 FI15337246 22,894.130 Alan Jay Automotive 193076 3-Jan-20 KNOCB31.01K5337246 Kia Niro 2019 1506899 17-13ec-19 FK5337247 22,994.00 Alan Jay Automotive 193183 10-Jan-20 KN0CB31C1K5337247 Kia Niro 2019 1906999 10-0ec-19 fK5337248 22,894.00 Alan Jay AuLam otive 193076 3-Jan-20 KN0C93LC3K5337248 Kla Nlro 2019 1906999 17-Der-19. FK5337249 22,894.00 Alan Jay Automotive 193183 10-Jan-20 KN0CB3LC5K5337249 Kia Niro 2019 1906899 17-0ee-19 FK5337250 22.894.00 Alan Jay Automotive 193183 10-Jan-20 KNDCB3LC1K5337250 Kla Nlro 2019 1906900 19-5ep-19 FK5316931 22,999.00 Alan Jay Automotive 189524 25-Sep-19 KNDCB31C8K5316931 kla Nlro 2019 1906900 18-5ep-19 FK5316933 22,999.00 Alan Jay Automotive 189524 25-Sep-19 KNDCB3LC0K5316933 Kla Nlro 2019 1904900 6-Nov-19 FK5138249 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNDCB31.0(15338249 Kia Niro 2019 1506900 11-Nov-19 FK5338253 22,999.00 Nan Jay Automotive 192159 6-Dec-19 8NOCB5LC1K5338253 Kia Nlro 2019 19069013 7-111ov-19 FK5338259 22,999.30 Alan Jay Autamotlya 192159 6-Dee-19 KNDCB31C3K53382.54 Kia Niro 2019 1906900 6-Nov-19 FK5338262 22,999,00 Alan Jay Automotive 191553 27Nov-19 KNDC1331.C2K5338262 Kla Nlro 2019 1596900 11-Dec-19. FK5338263 22,999.130 Alan Jay Automotive 193076 3-Jan-20 KNDCB31C4K5338263 Kia Niro 2019 1906900 1-Nav-19. FK5338264 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KN0CB3LC6K5338264 Kla Niro 2019 1906900 31-Oct-19 fK5338265 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNBCBSLC8K533B265 Kia Niro 2019 1906900 6-Nov-19 FK5338266 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNDCB3LOIK5338266 Kla Niro 2019 1906900 6-Nov-19 FK5338267 22,999.90 Alan Jay Automotive 191553 27-Nov-19 KNDCB3LC1K5338267 Kia Nfro 2019 1906900 11-Nov-19 FK5339268 22,999.90 Aian Jay Au to motive 192159 6-Dec-19 KN0C831C3115338268 lila Niro 2019 1906900 1-Nov-19 FK5338269 22,999,00 Alan Jay Automotive 191553 27-Nov-19 YNDCB310115338269 Kia Niro 2019 1966900 1-Nov-19 FIG338270 22,999.09 Alan Jay Automotive 193553 27-Nov-19 KNDC83LC1K5338270 Kia Niro 2019 1996900 11-Nov-19 FK5338271 22,999.00 Arian Jay Automotive 192159 6-Dec-19 KNDC83LC3K5338271 Kia Niro 2019 1906900 1-Nov-19 FK5338272 22,999.00 Nan lay Automotive 191553 27-Nov-19 KNOCB3461(5338272 Ka Nfro 2019 1906900 11-N0v-19 FK5338273 22,999-00 Alan Jay Automotive 192159 64Dec-19 KNDCB3LC7K5338273 Kia Niro 2019 1906900 11-Nov-19 FK5338283 22,999.00 Alan Jay Automotive 192159 6-0ec-19 KN0C83LCKK5338283 Kia Niro 2019 3.906900 31-Oct-19 F05338284 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNOC83LC1K5338284 Kia Niro 2019 1906909 1-Nov-19 FK3338285 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNOC831.C3K5338285 Kia NEro 2019 1906900 11-Nov-19 FK5338286 22,999,00 Alan Jay Automotive 192159 6-Dec-19 KN00531.C5K5338286 Kia Niro 2019 1906900 31.0ct.-19 FK5338287 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNDC631C7K5338287 Kia Niro 2019 1906900 6-Nov-19 FK5338288 22,999-00 Alan Jay Automotive 191553 27-Nov-19 KNDC83LC9K5338288 Kia Niro 2019 1906900 6-Nov-19 FK5338289 22,99990 Alan Jay Automotive 191553 27-Nov-19 KN0C831t0K5138289 Kia Niro 2019 1906960 22-Nov-19 FKS338290 22,949.00 Alan Jay Automotive 192382 20-0ec-19 KNDC83LC7K5338290 I6a Niro 2019 1906900 6-Nov-19 FK5338295 22,999.00 Alan Jay Automotive 191553 27-Nov-19 KNOC831.C5K5338295 Kia Nfro 2019 1906990 14-Nov-19 FK5338296 22,999.00 Nan Jay Automotive 192382 20-Dec-19 KNO083LC8K5338296 Kla Nfro 2019 1906900 6-tvou-19 FK5338297 22,999.00 Nan Jay Automotive 191553 27Nov19 KN0C631C1915338297 Kia Niro 2619 1906900 6-Nov-19 FJr5338298 22,999.00 Nan Jay Automotive 191553 27-Nov-19 KNDCB3LC11(5338298 Kia Niro 2019 3906990 11-Nov-19 FK5338302 22,999.00 Nan Jay Automotive 192159 6-Dec19 KNDC63L006338302 IGa Niro 2019 1906900 6- tov-19 F10338304 22,999.00 Nan Jay Automotive 191553 27-Nov-19 KNDCB31C316338304 $la Nfro 2019 1906900 31-0ct-19 FK5338305 22,999.130 Alan Jay Automotive 191553 27-Nov-19 KNDCB31C515338305 Kla Niro 2019 I907064 26-Nov-19 FL1123549 23,235.00 Alan Jay Automotive 192382 20-1ec-19 SGCHSBEA4L3123549 Chevrolet Colorado 2020 1907064 26-Nov-19 FL1123564 23,235.00 Alan Jay Automotive 192382 20-0ec-19 1GCH5BEA0L1123564 Chevrolet Colorado 2020 1907064 26-Nov-19 FL1124095 23,235.00 Alan Jay Automotive 192382 20-0ec-19 1GCHSBFA711124095 Chevrolet Colorado 2020 1907070 26-Nov-19 FL1125014 23,235.00 Alan Jay Automotive 192382 20-0ec-19 1G0458EA81_1125014 Chevrolet Colorado 2020 1907054 26-Nov-19 FL1125245 23,235.00 Alan Jay Automotive 192382 20•13ec-19 1GCH5BEA51.1125245 Chevrolet Colorado 2020 1907064 14-0ct-19 F11125285 23,235.00 Alan Jay Automotive 191191 8-Nov-19 1GCHSBEA6L1125285 Chevrolet Colorado 2020 1907064 14-041-19 FL1125887 23,235.00 Alan lay Automotive 191191 8•Nov-19 10CH56EA11.1125887 Chevrolet Colorado 2020 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. POe Invoke Date Invoke Amount vendor Nance Chock*/ 0teck Date VINO Make Model Year 1907064 26-Nov-19 FL1127523 23,235.00 Alan Jay Automotive 192382 10-0ec-19 1GCN58EA6L1127523 Chevrolet Colorado 2020 1967064 26-Nov-19 FL1128025 23,235.60 Alan Jay Automotive 192382 20-Der-19 1G0H50EA6L2128025 Chevrolet Colorado 2020 1907064 26.Nov-19 FL1128193 21,235,00 Alan Jay Automotive 192382 20-0er-19 1GCHSBEA5L3128193 Chevrolet Colorado 2020 1907056 21-Nov-19 FLFA28634 21,424.00 Alan Jay Automotive 192382 20-Der-19 1FTEX1C861FA28634 Ford F150 2020 1907065 4-0ec-19 FL1128145 24,450.00 Alan Jay Automotive 1924E18 27-pee-19 1GCHSBEA5L1178145 Chevrolet Colorado 2020 1908351 28•lan-20 FLG216167 25,451.00 Alan Jay Automotive 194447 21-Feb-20 3GCPWAEHSLG216167 Chevrolet 511verado 2020 1908351 28-Jan-20 F16221972 25,451.00 Aian Jay Automotive 194447 21-Feb-20 36CPWAEH0LG221972 Chevrolet Silvered° 2020 1906899 30-Dec-19 F145337176 22,894.00 Atan Jay Automotive 193076 3-Jan-20 KN0C934C4K5337176 KM Niro 2019 1906899 20-Dec-19 FK5337177 22,894.00 Nan Jay Automotive 193076 3-Jan-20 KN0C93LC6K5337177 Kla Niro 2019 1906899 10-Dec-19 FK5337179 22,894.00 Man fay Automotive 193076 3-Jan-20 KN0C133LCO{5337179 Rh Niro 2019 1906899 10-0e9-19 FK5337180 22,894.00 Alan lay Automotive 193076 3-Jan-20 KNDC83LC6K5337120 Kia Niro 2019 1906774 20-Sep-39 FKU517656 25,937.00 Alan lay Automotive 189552 27-Sep-19 4T1931HKOKU517656 Toyota Camry 2019 1906774 18-Sep-19 FKU009076 25,937.00 Alan Jay Automotive 189524 25-Sep-19 411831HX6K0009076 Toyota Camry 2019 1906774 27-5ep-I9 FKU517712 _ 25,937.00 Alan Jay Automotive 190160 4Oct-19 4T1831HK6KU517712 Toyota Camry 2019 2906774 4.0ct-19 FKU518005 25,937.00 Alan Jay Automotive 190308 11-Oct-19 4T1B31HKOKU518005 Toyota Camry 2019 1906774 27-Sep-19 FKU517292 25,937.00 Alan Jay Automotive 190160 4-0et-19 4T1931HKXKU517292 Toyota Camry 2019 2906774 4-0ct-19 FK0518006 25,937.00 Nan Jay Automotive 190308 11-0tt-19 4T1931Hi0LK0518006 Toyota Camry 2019 2906774 5-Nov-19 FU,1009705 25,937.00 Nan Jay Automotive 1.91553 27-N9v-19 4T1C31AK0LU009705 Toyota Camry 2020 1906774 26-NOo-19 FLUoO9784 25,937.00 Nan Jay Automotive 193076 3-Jan-20 42.1allAK010009784 Toyota Camry 2020 1906774 29-0ct-19 FLU51.9553 25,937.00 Alan Jay Automotive 191422 22-Nov19 4T1C31AK0LU519553 Toyota Camry 2020 1906774 12-Nov-19 FL11519892 25,937.00 Nan Jay Automotive 192159 6-Dec-19 4T1C31AK0W5 L9892 Toyota Camry 2020 1906774 15-Nov-19 FLU520119 25,937,00 Alan Jay Automotive 192240 13-Dec-19 4T1C31AK0LU520119 Toyota Camry 2020 1906774 29-Oct-19 FLUo09654 25,937.00 Alen Jay Automotive 191422 22-Nov-19 4T1031AK10.1009664 Toyota Camry 2020 1906774 5-Nov-19 FLU009661 25,937.00 Alan Jay Automotive 191553 27-Nov-19 4T1C111AK14U009681 Toyota Camry 2020 1909774 12-Nov-19 FLU009714 25,937.00 Nan Jay Automotive 192159 6-Dec-19 4T2C31AK2L0009714 Toyota Camry 2020 19136774 29-0ot-19 FL0519612 25,937.00 Alan Jay Automotive 191422 22-N0v-19 4T1031AK51U519612 Toyota Camry 2020 1906774 29-0tt-19 FL0009690 25,937.00 Nan Jay Automotive 191422 22-Nov-19 4T1C31AK2L0009690 Toyota Camry 2020 1906774 12-Nov-19 FLU009768 25,937.00 Alan lay Automotive 192159 6-Dee-19 4T1C31AK2L0009758 Toyota Camry 2020 1906774 22-Nov-19 F111009799 25,937.00 Alan Jay Automotive 192159 5-D84-19 4T1131AK2L0009799 Toyota Caney 2020 1906774 24-0ct-19 FLU519506 25,937.00 Alan Jay Automotive 191422 22-Nov-19 4T2C31AK21U519506 Toyota Camry 2020 1906774 29-0tt-19 FLU519604 25,937.00 Man Jay Automotive 191422 22-Nov-19 4T1C31AK2LU519604 Toyota Camry 2020 1906774 12-Nov-19 FL5HI09665 25,937.00 Alan lay Automotive 192159 6-Dec-19 4T1C31AK310009665 Toyota Camry 2020 1906774 5-Nov-19 FLU009696 25,937.00 Alan lay Automotive 191553 27-Nov-19 4T1C31A1C310009696 Toyota Camry 2020 1906774 15-Nov-19 FLU099780 25,937.00 Alan lay Automotive 192240 13-Doc-19 4T1C31AK31.0009780 Toyota Camry 2020 1906774 5dlov-19 FL0519546 25,937.00 Alen lay Automotive 191551 27-Nov-19 4T1C31AK3LU519546 Toyota Canny 2020 1906774 24-0ct-19 FLU519474 25,937.00 Alan Jay Automotive 191422 22-N0v19 4T1031AK4LU519474 Toyota [burry 2020 19136774 29-0ct-19 FL0009683 25,937.00 Alen Jay Automotive 191422 22-Nov-19 4T1031AK5L0009683 Toyota Camry 2020 1936774 26-Nov-19 FLU009800 25,937,00 Alan Jay Automotive 193076 3-Jan-20 4T1C314K51.0009800 Toyota aunty 2020 1906774 154eov-19 FL0009862 25,937.00 Alan Jay Automotive 192240 13-0ec-19 4T1C31AK5LU009862 Toyota Camry 2020 1906774 15-Nav-19 FLU520522 25,937.00 Alan Jay Automotive 192240 13-0ec-I9 4T3231AK51U520522 Toyota Camry 2020 1996774 15-Nov-19 FLU520142 25,937.00 Alan ley Automotive 192240 13-Dec-19 4T1C31AK61U520142 Toyota Camry _2020 1906774 26-Nov-19 FL0009698 25,937,00 Alan lay Automotive 193076 3-ian-20 4T1C31AK71Un09698 Toyota Canny 2020 1906774 29-0st-19 FLU009703 25,937.00 Alan Jay Automotive 191422 21-Nov-19 4T1031AK7L0009703 Toyota Camry 2020 1906774 5-Nov-19 F00009702 25,937.00 Alan Jay Automotive 191553 27-Nov-19 4T1C31AK71.000976.2 Toyota Camry 2020 1906774 15-Nov-19 F111009801 25,937.00 Alan Jay Automotive 192240 13-Dec-19 4T1C31AK7L0009801 Toyota Camry 2020 1906774 15-Nov-19 FL0009846 25,937,00 Alan Jay Automotive 192240 13-Deo-19 4T1C31AK7L0009646 Toyota Camry 2020 1906774 5-Nov-19 FLUS19680 25,937.00 Alan Jay Automotive 191553 27-Nov-19 4T1C31AK7LU519680 Toyota Calmly 2020 1906774 12-Nov-19 FLU520246 25,937.00 Alan Jay Automotive 192159 6-Dee-19 4T1C31AK7.LU520246 Toyota Camry 2020 1906774 26•Nov-19 FL0009709 25,937.00 Alan Jay Automotive 193076 3-Jan-20 4T1C.31AK8L0009709 Toyota Camry 2020 1906774 5-Nov-19 FLU519803 25,937.00 Alan lay Automotive 191553 27-Nov-19 4T1C31AK8LU519803 Toyota Camry 2020 1906774 5-Nov69 FL0009699 25,937.00 Alan Jay Automotive 191553 27-Nov-19 4T101AK910009699 Toyota Camry 2020 1906774 15-Nov-19 FL0009783 25,937.00 Alan Jay Automotive 192240 13-Dec-19 471C31AK91U009783 Toyota Camly 2020 1906774 12-Nov 19 FL0009797 25,937.00 Man Jay Automotive 192159 6-Dec-19 4T1C31Ax9L0009797 Toyota Camry 2020 1906774 15•Nov-19 FL4009802 25,937.00 Alan Jay Automotive 192240 13-Dec-19 4T1C31Ai<912/009902 Toyota Camry 2020 1906774 24-0ct-19 FL0519504 25,937.00 Alan Jay Automotive 191422 22-Nov-19 4T1C31AK9W519504 Toyota Camry 2020 1906774 24-0et-19 F10519549 25,937.00 Alan Jay Automotive 141422 22•210v-19 4T1C31AK910519549 Toyota Camry 2020 1906774 5-Nov-19 FLU519728 25,937.00 Aian Jay Automotive 191553 27•Nov.19 4T1031AK9LU519728 Toyota Canny 2020 1906774 29-0tt-19. FLU519874 25,937.00 Man Jay Automotive 192422 22-Nov-19 4T1C31AK9LU519874 Toyota Camry 2020 1906774 5-Nov-19 FLU520071 25,937.00 Alan lay Automotive 191553 27-Nev19 4T1C31AK90U520971 Toyota Canny 2020 1906774 29-0ct-19 FLU519673 25,937.00 Alan Jay Automotive 191422 22-Nov-19 4T1C31AKXLU519673 Toyota Camry 2020 1906774 29-0et-19 FLU519754 25,937.00 Alan Jay Automotive 191422 22-Nov-19 4T1C31AKXL0519754 Toyota Camry 2020 1906774 19-Nov-19 FLU519799 25,937.00 Alan Jay Automotive 192240 13-Dec-19 4T1C31A10/W519799 Toyota Carney 2020 1906774 26-Nov-29 FLU519950 25,937.00 Alan Jay Automotive 193076 3-Jan-20 4T1C31A1(XLU519950 Toyota Carney 2020 1906774 12-Nov-19 FLU519981 25,937.00 Alan Jay Automotive 192159 6-Dec-19. 4T2C31AKXLU519981 Toyota Carty,' 2020 1906774 12-Nov-19 FLU520077 25,937-00 Alan Jay Automotive 192159 6Dec-19 4T1C31AKXLU520077 Toyota Carney 2020 1906903 29-Nov-19 FLK002818 26,349.00 Alan Jay Automotive 192488 27-Dec-19 1FTMF1C89LKD02818 Ford F150 2020 1906903 5-Dec-19 FLK002819 26,349.00 Alan Jay Automotive 193076 3-Jan-20 1FTMF1CB0LKDO2819 Ford F150 2020 1907441 5-Doe-19 FLK012234 26,863.00 Alan Jay Automotive 193076 3Jan•20 1FTMF1CB0LK1212234 Ford F150 2020 1907990 7-Jan-20 FLEC11837 28,298.00 Alan Jay Automotive 193553 31Jan-20 1FT7W2A68LEC11837 Ford F250 2020 1907990 7-Jan-20 FLEC11838 28,298.00 Atari Jay Automotive 193553 31-Jan-20 1FT7W2A6XLEC118313 Ford F250 2020 1907990 17-Dec-19 FLEC11839 28,298.00 Alan Jay Automotive 193183 10Jan-I0 1FT7W2A611101839 Ford F250 2020 1907490 7-Jan-20 FLEC11840 28,2913.00 Alan Jay Automotive 193553 31-Jan-20 1FT7W2968LEC3.1840 Ford F250 2020 19011352 16-Jan-20 FLKA16722 28,341.00 Nan lay Automotive 194346 14-Feb-20 1FTBR/N8711%16722 Ford 7250 2020 1908352 16-Jan-20 FLKA16723 28,342.00 Alan Jay Automotive 194346 14-Feb-20 1FTBR1Y89LKA16723 Ford T250 2020 1907057 21-N0v-19 FLFA28635 27,176.00 Alan Jay Automotive 192382 20.0ec-19 1FTEX1€B1LfA28635 Ford F150 2020 1907932 26-Dec-19 FLEC11842 30,368.00 Alan lay Automotive 193456 24-Jan-20 1FT7W2063LEC11842 Ford F250 2020 1907070 12-De,-19 Fx5059774 29,303.00 Alan lay Automotive 1931.83 10-Jan-20 5T02ARFH1K5059774 Toyota Highlander 2019 1907012 8-Jan-20 FKEG53303 36,794.00 Alan Jay Automotive 193553 31-Jan.20 1F128W3A65KEG53303 Ford X2C 2019 1907012 8-Jan-20 FKEG53304 36,794.00 Alan Jay Automotive 193553 31.-Jan-20 1F 98W3467KEG53304 Ford X2C 2019 1907012 0-Jan-20 FKEG53305 36,794,00 Alan Jay Automotive 193553 31-Jan-20 1F08W3A69KEG53305 Ford X2C 2019 1907012 B-Jan-20 FKEG53306 36,794.00 Alan Jay Automotive 193553 31-Jan.20 1F08W3A60KE653306 Ford X2C 2019 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. PO p Invoice 12818 Invoke N Amount Vendor Name Chet il [heck Date VIN a Make Model Year 1908127 3.lanm20 FLKA15434 37,69100 Alan ley Automotive 193553 31-Jan•20 1F8AX2C84LKA15434 Ford X2C 2020 1908127 3-lan-20 FLKA15435 37,691.00 Alan lay Automotive 193553 31-Jan-20 1F8AX2C861KA15435 Ford X2C 2020 19118127 23-Jan-20 FLKA15436 37,591.60 Alan lay Automotive 194182 7-Feb-20 1F8AX2C88LKA15436 Ford X2C 2020 1908127 13-Jan-20 FLKA15437 37,691.00 Alan lay Automotive _ 194182 7-Feb-20 1F8AX2C8XLKA15437 Ford X2C 2020 1908127 3-Jan-20 FLKA15438 37,691.00 Alan Jay Automotive 193553 31-Jan-20 1FBAX2C81LKA15438 Ford X2C 2020 1908127 3-Jan-20 FLKA15439 37,611.00 Alan Jay Automotive 193553 31-Jan-20 1FBAJ(2CJ13LKA15439 Ford X2C 2020 190741] 4-Dec-19 FLR194630 41,492.110 Alan Jay Automotive 192488 27-Dec-19 1GNSKEKC4LR]94630 Chevrolet Tahoe 2020 190741] 4-Dec-19 FtR194986 41,492.00 Alan Jay Automotive 192488 27-Dec-19 1GNSKEKO(LR194986 Chevrolet Tahoe 2020 1907411 4-Dec-19 F1R195253 41,492.00 Alen Jay Automotive 192488 27-Dec-19 1GNSKEKCSLR195253 Chevrolet Tahoe 2020 1007412 4-Deo-19 FLR195287 41,492.00 Alan Jay Automotive 192488 27•Dec-19 1GNSKEKCOLR595287 Chevrolet Tahoe 2020 1907412 5-Dec-19 FLR195329 41,491.00 Alen Jay Automotive 193076 3-Jan-20 1GNSKEKC1LR195329 Chevrolet Tahoe 2020 1907411 5-Dec-19 FLR195631 41,492.00 Alan Jay Automotive 193076 3-Jan-20 1GNSXEKCOLR195631 Chevrolet Tahoe 2020. 1908358 26-Dec-19 FLR207667 41,588.00 Man Jay Automotive 193456 24-Jan-20 1GNSKKEC3LR2O7667 Chevrolet Suburban 2020 1906776 25•Nov19 FLR181174 42,834.00 Man lay Automotive 192382 20-Dec-19 1GN5C8KC0LR181174 Chevrolet Tahoe 2020 1906776 258loy-19 FLR181427 42,834.00 Alan lay Automotive 192382 20-Dec-19 1GNSC8KC31.R181427 Chevrolet Tahoe 2020 1906776 25-Nov-19 FLR180921 42,834.00 Alan ley Automotive 192382 20-Dec-19 1GN50810.610180921 Chevrolet Tahoe 2020 1906776 14•Nov-19 FLR179651 42,834.00 Alan Jay Automotive 192240 13-Dec•19 1GNSCBKC9LR179651 Chevrolet Tahoe 2020 1907071 4-Dec-19 FLR193125 43,932.00 Alan Jay Automotive 192488 27-tee-19 1GN5KKKCXLR193125 Chevrolet Suburban 2020 1907071 12-Dec-19 F111196843 43,132.00 Alan Jay Automotive 193183 10-Jan-20 1GNSKKKC01.R196843 Chevrolet Suburban 2020 1907071 12-Dec-19 _ FLR197854 43,932.00 Alan lay Automotive 193183 10-Jan•20 1GN5KKKCXL0197854 Chevrolet Suburban 2020 1908354 9•Jan•20 1E00481 45,1150.00 Duval Motor Company 1261373 10-Feb-20 1FT7W2BT7LEC10481 Ford F350 2020 1907998 19-Dec-19 1E03826 45,677,00 0uvel Motor Company 1260403 21-Jan-20 1FT8W38TXLEC23826 Ford F350 2020 1907997 17-Dee19 LEC23831 46,829.00 Duval Motor Company 1260159 13.1an•20 IFTSW3DT7LEC23831 Ford F350 2020 1907996 28 Jan-20 LEC23828 48,666.09 Duval Motor Company 1261822 20-Feb-20 1FTBW38T3LEC23828 Ford F350 2020 1907995 28-3an-20 LEC23829 68,666.00 Duval Motor Company 1261822 20.Fob•20 1FT8W38T5LEC23829 Ford F350 2020 1907463 9'1an-20 FLEC12083 49,189.00 Alan Jay Automotive 194182 7-Feb-20 1FD7W2465LEC12083 Ford W2A 2020 1907010 15-Avg-19 16676 14,811.00 Amerl-0eereatlonal Sports, 1254849 9-Sep-19 JKBAFS4131(8501869 Kawasaki KAF820AHF 2019 1907010 164111-19 16650 14,611.00 Amerl-Recreational Sports, 1254849 9-5ep-19 JKBAFSA16101501638 Kawasaki KAF820AHF 2019 1908359 16Jan•20 FLKA16727 36,300.00 Alan Jay Automotive 194346 14-Feb-20 1FBAX2Y81LKA16727 Ford X2y 2020 1900359 7-Jan-20 FLKA16725 36,300.00 Alan Jay Automotive 193553 31Jan-20 1fBAX2Y88LKA16725 Ford X27 2020 1508359 13-Jan-20 FLKA16726 36,300.00 Alan Jay Automotive 194182 7-Feb-20 1FBAX2118XLKA16726 Ford X2Y 2020 1908453 31-0ec-19 LEC30488 33,499.00 Duval Motor Company 1260619 27-Jan20 1FT7X2B60LEC3048B Ford F250 2020 1908356 31-0ec-19 1EC30454 43,508.00 Duval Motor Company 1260619 27-1an•20 ]FT8W30T34EC30484 Ford F350 2020 15128357 24-Jan-20 1E00489 39,498.00 Duval Motor Company 1261822 20-Feb-20 1FT8X3CT4LEC30489 Ford F-350 2020 1906774 27.5ep-19 FKU517821 25,937.00 Alan Jay Au tomative 190160 4-0ct-19 4T1B31HK0Kt1517821 Toyota Camry 2019 19127991 5.0ec-19 E10000027081 9,725,00 Kelly Tractor Co. 1259900 6-Jan-20 5E78E222211003930 FLG FT_10 2020 1907991 5-0ec-19 E10000027081 9,725.00 Kelly Tractor Co. 1259924 6-Jan.20 5F78E222611003929 _ _ FLG FT10 _ 2020 1906897 26-0ee-19 FU021412 21,428.00 Alan Jay Automotive 193456 24Jan-20 1T0EBR8E1L1021412 Toyota Corolla _ 2029 1906819 10-Dec-19 FK5337162 22,894.00 Alan Jay Automotive 193076 3-Jan•20 KNDCB3LC4K5337152 Kla Niro 2019 1907613 16-Aug-19 5743 4,783.00 Ail American Trailer 1254646 9-Sep-19 53BPTEA290011036463 LGS lndustrI5JY7X14TE2 2019 1804048.10 3•Aug-19 5026 12,762.0S ANA El mirk & Fuel 1254562 3-Sep-19 Equipment 1804048-13 26-5ep-19 5044 46,146.00 AMA Electronic & Fuel 1256092 8-0ct-19 Equipment 26-0et-19 UMY-H9QC-YJCQ 899,95 Amaaaneam LLC 191425 22-Nov.19 Equipment N/A 19-Au6-19 GSADP-32478 13,735.73 beach Auto Tag Agency 1254867 9-3ap-19 Equipment N/A 2-Jan-20 GSADP-324798 13,735.73 Beach Auto Tag Agency 1260377 21-Jan-20 Equlpmmt N/A 2-Jan-20 GSM/P-324818 8,223.36 Beach Auto Tag Agency 1260377 21-Jan-20 Equipment N/A 19•Aug.19 GSAOP-32482A 8,223.36 Beach Auto Tag Agency 1254867 9-Sep-19 Equipment 1602332-216 29-Aug-19 592510 2,574.60 Dana Safety Supply, Inc. 189410 20-5epd9 Equipment 1602332-225 3044ov-19 608167 9,552.00 Dana Safety Supply, Inc. 193584 31-Jan-20 Equipment 1602332-237 3Dec-19 608403 1,546.00 Dana Safety Supply, Inc, 193094 3-Jan-20 Equipment 1602332-225 8-Dec-19 609180 7,164.00 Dana Safety Supply, Inc. 193584 31-Jan-20 Equipment 1602392-222 13-0ec-]9 610328 1,194.00 Dana Safety supply, Inc. 193198 10-Jan-20 Equipment 1907067 4-Nov-19 171065 174,912.00 Dobbs Equipment, LLC 1258768 9-Dee-19 Equipment 1803420.54 4-Aug19 11290 614.92 Graphic Designs 1254919 9-Sep-19 Equipment 1603420.57 5-Nov-19 J1453 623.41 Graphic Designs 1258322 2-Dec-19 Equipment 1803420.58 5-Nov-19 J1603 39.00 Graphic Designs 1258322 2-Dec-19 Equipment 1803420.58 2-0oc-19 11683 3,506.22 Graphic Designs 1259965 6-Jan-20 Equipment I907052 27-Jan-20 MD2599.2604 600,942.00 Orlando Freightliner, Inc 1261074 20-Feb-20 Equipment 1907055 ]5-Jan-20 MD2607-08 244,900.00 Orlando Freightliner, Inc. 1261437 10-Feb-20 Equipment 1907051 24-lan-20 MD2620 170,122.00 Orlando Freightliner, Inc. 1261074 20-Feb-20 Equipment 1907051 31-Jan-20 MD2629-31 510,366,00 Orlando Freightliner, Inc. 1261958 21-Feb-20 Equipment 1707099-6 4-Oct-19 26891 2,583.08 strobes-R-Us Inc 1257149 4-Nov-19 Equipment 1707099-6 4-19ct-19 16892 2,583.08 Strobes -it -Us Inc 1257149 4-Nov-19 Equipment 1707099-6 4.Oct-19 16893 2,583.08 Strobes-R-Us Inc 1257149 4•Nov-19 Equipment 1707099-6 4-Oct-19 16894 2,583.08 Strobes-R-Us Inc 1257149 4-Nov-19 Equipment 1707099-6 15-0ct-19 16895 2,583.08 Strobes-R-Us Inc 1257615 12-N0v-19 Equipment 1707099-6 15-Oct-19 16896 2,583.68 Strobes-R-Us Inc 1257615 12-Nov-11 Equipment 1707000-6 15-Ort-19 16897 2,583.08 Strobes-R-Us Inc 1257615 12.Nov19 Equipment 1707099-16 4-Oct-19 17159 333.60 Strobes-R-Us Inc 1269708 27-Jan•20 Equipment 1707099-10 4-Oct-19 17160 333.80 Strobes-R-Us Inc 1260708 27Jan-20 Egwpment 1707099-16 4-Oct-0 17161 333.80 Strobes-R-18 Inc 1260708 27-Jan-20 Equipment 1707099.16 4-Oct-19 17162 333.80 Strobes•R-tJo Inc 1260708 274am20 Equipment 17071191-16 5-Dec-]/ 17163 333.80 Strobes-R-Ur Inc 12507118 27.Jan-20 Equipment 1707099-16 1-Nev-19 17164 333.80 Streben-R-Ja Inc 1260708 27-Jan-20 Equipment 1707099-16 5-6ee-19 17165 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 31-00-19 17606 2,583.08 Strobes-R-11a Inc 12513398 2-Dec-19 Equipment I707099-6 31-0ct-19 17607 2,583.0E Strobes -El -Us Inc 12583913 2Dec-19 Equipment 1707099-6 31.42ct-19 17608 2,583.0E Strobes-R-Us Inc 1258398 2-Dec-19 Equipment 1707099-6 31-Oct•14 17609 2,583.08 Strobes-R-Us Inc 1258398 2-Dec-19 Equipment 1707099.16 1-Nov-19 17610 333,80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1747099.16 1-Nov-19 17611 333.80 Strobes-R-Us Inc 1260748 27-Jan-20 Equipment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. P08 Invoice Date Invoke 6 Amount Vendor Name Cbedsr, Check Date VIN8 Make Model Year 1707099-16 1-Nov-19 17612 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099.16 1-Noµ19 17613 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 31-0ct-19 17684 2,583.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 31-0ct-19 17685 2,583.08 Strobes-R-Us Inc 1258398 2-Dec-19 Equipment 1707099-6 5-Nov.19 27686 2,593.08 5trobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 31-Oct-19 17687 2,583.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 7-Nov-19 17688 2,583.08 Strobes-R-Us Inc 1258398 2-Dec-19 Equipment 1707099.6 7•Noy-19 17689 2,583.013 Strobes-R•tls Inc 1258398 2-Dec-19 Equipment 17070996 7-Non-19 17690 2,383.08 Strobes-R-Us Inc 1258398 2-Dec-19 Equipment 17070996 7-Nov-19 17691 2,583.08 Strobes-3-US Inc 1258857 9-Dec-19 Equipment 1707099-6 12-Nov19 17692 2,533.09 5trobes•R-Us Inc 2260708 27-Jan-20 Equipment 1707099-16 1-Nov-19 17693 333.80 Strobes-5-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 1-Nov-19 17694 333.80 Strobes-R-Us Inc 2260708 27-Jan-20 Equipment 1707099-16 1-Nov-19 17695 333.80 Strobes•R-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 1-Noy19 17696 333.80 Strobes-R-US Inc 1260708 27-Jan-20 Equipment 1707099-16 14-Noµ19 17697 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 14-Nov-19 17698 333.80 strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099.16 14-Nov19 17699 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 EqulpmeM 1787099-16 14-Nov-19 17700 333.80 Strobes•R-Us inc 1260708 27-JanQ0 EqulpmeM 1707099-26 14-Nov-19 17701 333.80 Strobes-R-Us Inc 1260708 27Jan-20 Equipment 17076996 12-Noy-39 17822 2,583.08 Strobes -IA -Us Inc 1260708 27•Jan-20 Equipment 17076996 12-N6µ19 17823 2,583,08 Strobes -Ft -Us Inc 1250708. 27-Jan-20 Equipment 1707099-6 14•Noµ19 17624 2,583.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 14-No9-19 1782S 2,5133.08 Strobes-R-Us Inc 1260708 27Jan•20 Equipment 1707099-6 14-Nov-19 17826 2,5E13.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 17070996 26•Nov-19 17827 2,583,08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099-6 263Noy-19 17828 2,583.08 Strobes-R-Us Inc 1259376 23-Dec-19 EqulpmeM 1707099-6 26-Nov-19 17829 2,583.08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099-6 26-Nov-19 17830 2,583.08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099-6 26-Nnn-19 1763.1 2,583.08 Strobes•R•Us Inc 1259376 23-D9c19 Equipment 1707099-16 14-Nov-19 17833 333.80 Strobes-R-Us Inc 1260708 27Jan-20 Equipment 1707099-16 14-Non-19 17834 333.80 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 14-Nov-19 17935 333.80 Strobes-R-Us Inc 1260703 27Jan-20 Equipment 1707099-16 14-Nov-19 17836 333.80 5trobes-R-Us Inc 1260708 27-1an-20 Equipment 1707099.16 14•Now19 17837 333.80 Strobes-R-Us Inc 1260708 27•1an-20 Equipment 1707099-16 26-N6v-19 17838 333.80 Strobes-914 Inc 1260708 27-Jan-10 Equipment 1707099-16 26•Nov-19 17839 333.80 Strobes-R-1N Inc 1260706 27-1an-20 Equlpment 1707099-16 26-Nov-19 17840 333.80 Strobes-9-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 5-Nov-19 17841 333.80 Strobes -Nils Inc 1260708 27-Jun•20 Equipment 1707099-16 5-Nov-19 17842 333.80 Strobes-S-Us Inc 1260708 27-Jan-20 EqulpmeM 1707099-6 26-Nov-19 17951 2,563.08 Strobes -Rile Inc 1259376 23-Dec-19 Equipment 1707099.6 26-Nev-19 17952 2,583,08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099.6 26-Nov-19 17953 2,553.08 Strobes-0-Us Inc 1259376 23•Dnc-19 Equipment 1707099-6 26•Noy-19 17954 2,583.08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 17070996 26-Nov-19 17955 2,583.08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099-6 26-Nov-19 17956 2,563.08 Strobes-R-Us Inc 1254376 23-Dec•19 Equipment 1707099-6 26•Nov-19 17957 2,583.08 Strobes -Kits Inc 1259376 23-Dec-19 Equipment 1707099-6 13-0ec-19 17958 2,583,08 Strobes-R4Js Inc 1260708 27-Jan-20 Equipment 1707099-6 27-Nov-19 17959 2,583,08 Strobes-R-Us Inc 1259376 23-Dec-19 Equipment 1707099-6 27•Nov-19 17960 2,5E13..08 Strobes-R-Us Inc 1259376 23-Dec-19 Equ€pment 1707099-16 25-Nev-19 17961 333.80 Strobes-R-tls Inc 1260708 27-Jan-20 Equipment 1707699-16 26-N6v-19 17962 333.80 Strobes-84Jc Inc 1260708 27-Jan-20 Equipment 1707099.16 26•Nov19 17963 333.80 Strobes -II -Us Inc 1260708 27-Jan-20 Equipment 1707099-16 25-Nov-19 17964 333.80 Strobes -Rill Inc 1260708 27-Jan•20 Equipment 1707099-16 12-Nov-19 17965 333.80 Strobes-R-Us Inc 1260708 27-Jan•20 Equipment 1707009-16 20-Nov-19 17966 333.130 Strobes-6-Us Inc 12607013 27-Jan-20 Equipment 1707099.16 25-Nov-19 17967 333.80 Strobes-R-Us Inc 1260708 27Jan-20 Equipment 1707099-16 13-Dec-19 17968 333.80 Strobes -#-Us Inc 1260708 27Jan•20 Equipment 1707099-16 27-Nov-19 17969 333.80 Strobes-R.11s Inc 1260708 274an•20 Equipment 1707099-16 27-Nov-19 17970 333.80 5trobes41-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 27-Nov-19 18125 2,583.08 Strobes-R-Us Inc 1259376 23.Dec-19 Equipment 17070996 27-Nov-19 18126 2,583.08 Strobes-R-Us Inc 1259376 23-0ec•19 EqulpmeM 1707099.6 27-Nov-19 18127 2,583.0E1 Strobes-5-Us Inc 1260708 27-Jan-20 Equipment 2707099.6 27-Nov-19 18128 2,583.08 Strobel-R-Us Inc 1260708 27-Jan-20 Equipment 17070996 27-Nov-19 18129 2,583.08 Strobes-R-Us Inc 1260708 27•Jan-20 Equipment 17070996 27-Nov-19 18130 2,583.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099.6 6-Dec-19 18131 2,583.08 Strobes-R-Us Inc 1260708 27-Jan-20 Equipment 1707099-6 6-Dec-19 18132 2,583.08 5trobes-5-U5 Inc 1260708 27-Jan-20 Equipment 17a7099-E. 6-Dec-19 18133 2,583.08 Strobes-6-Us Inc 1260708 27-Jan-20 Equipment 17070996 6-Dec-19 18134 2,583.08 Strobes•R-Us Inc 1260708 27Jan-20 Equipment 1707/199-16 5-Dec-19 18136 333.80 Strobes-R-Us Inc 1260708 27-Jan-70 Equipment 1707049.16 27-Nov19 18137 333.80 Strobes-R•Us Inc 1260708 27-Jan-20 Equipment 1707099-16 27-Nov-19 18138 333.80 Strobes-R-Us Inc I260708 27•Jan-20 Equipment 1707099-16 27-Noµ19 18139 333.80 Strobes-R-Us Inc 1260708 274an-20 Equipment 1707099-16 27-Non-19 28140 333.80 Strobes-R-Us Inc 1260708 27•Jan-20 Equipment 1707099-16 27-J6v-19 18141 333.80 Strobes-R-Us inc 1260708 274an-26 Equipment 1707099-16 6-Dec-19 18142 333.80 Strobes -A -Us Inc 1260708 274an•20 Equipment 1707099-16 6-Dec-19 18143 333.80 Strobes-9-Us Inc 1260708 27-Jan-20 Equipment 1707099-16 6-Dec-19 28144 333.80 Strobes -A -Us Inc 1260708 27Jun-20 Equipment _ _ 1707099-16 6-Dec-19 18145 333.8D Strobes-R-Us Inc 1260708 27•lan-20 Equipment 1707099-6 13-Dec-19 18263 2,583.08 Strobes-R-Us Inc 1260708 27•Jan-20 Equipment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. PO " Invoke Pate Invoke Amount Verifier FF.me Cheek Of Check Date 1 VINN Make Made! Year 17070996 13.0e09 18264 2,583.08 Strobes-R-sft Inc 12607081 27-13n-201 Equipment 1707099-6 13-Dec-19 18265 2,583.08 Strobes-R-US Inc 1260704 271an-201 Equipment 1707099,5 18-0ec-19 18266 2-583.08. StraberR-Us Inc 12607081 27-lan•I01 Equipment 1707099.6 18.0ec•19 18267 2,583.08 Strob.r3-Us Inc 12607081 27-14n-201 Equipment 1707099.16 13-Dec-19 18268 333.80 Strobes-R-Us Inc 12607014 2741n-201 Equipment 1707099-16 13-0ec-19 18269 331.80 Strobes-R-Us Inc 1 12607081 27•140-201 Equipment 1707099-16 1343ec-19 18270 333.80 5lrobes•11Us Inc 11607081 27-1an-201- Equipment 1707099-16 18-0e019 18271 333.80 51robe•R•Ih Inc 12607081 2741n-201 Equlpmem 1707099.16 18-D.c-19 18272 333.80 S7robas-R-Us Inc 12607081 2744n-201 Equipment 1707099-11 20.0.c-19 18481 3,370.36 Strobes-R-Us Inc 1260502 214an-201 Equipment 1707099-11 24-0ec•lil I8482 3,370.36 Strobes-R-Us In 12605071 21-Fan-201 Equipment 1707099.11 24-0ec-19 18483 3,370.36 Strobes-R-Ut Inc 12607014 27)en-201 Equipment 1707099-11 24-0ec-19 1888E 3,370.36 Strobes-R-Un Inc 1 12605021 21-Jan-201 Equipment 1707099-11 24-0.c•19 18485 3.370.36 IStrabes-R-tk Inc 1260502 21-Jan-201 Equipment 1707099.11 24•D.c•19 18486 3,370.36 5trabes-R-Us Inc 1260708 274in-20 Equipment 1707099-11 24-0ec-19 18487 3,370.576 5irabm-R-Us ins 1260708 21.12r1.20 Equipment 1-_-___ 1707099-11 31-Dec-19 18488 3,370.36 Slrabn-9111 Inc 12607081 27-14n-201 Equipment 1707099.11 31-Dec-19 18489 3,370.36 Serebes-R1k Inc 12607081 27-1an-201 Equipment 1707099-11 31-Dec-19 18490 3,370.36 Strabec-R-s Inc 12807081 27-Jan-201 Equipment 1707039-11 51-Dec-19 18491 3,370.36 Strobes-8411 IM 1260708 27-ten-20 Equipment 1707049-11 101.11-20 18492 3,370.36 Strobes-R•Un Inc 1261459 10-Feb-20 Equipment 1707099.11 944n-201 18493 3,370.36 Strobas•R•US Inc 2261459 10-Feb-20J Equipment 1707099.11 9-ten-201 18494 3.370.36 5trobns•6-Us inc 1261459 10-Feb201 Equipment 1707699.11 9-Inn-20 18495 r 3,370.36 Strobes-R-0, inc 1261459 10-Feb-20 Equipment 1707099-11 9-1an-20 18496 3,370.36 Strobel-R-Ul Inc 1251459 10-Feb-20 Equipment 1707099.11 9-Pin-20 18497 3,370.36 Strobes-R•Us int 1261499 10•Feb-20 Equipment 1707099-12 13•Dec-19 18522 756.56 Strobes-R-U41m 12607031 27J0n-201 Equipment 1707099-12 9-1an-201 18792 756.56 Strobes-R•Us Inc 12614591 10-Feb-201 Equipment r 1707099.7 13-Jan-20 18898 4,702.22 Strobe-R-U, inc 12617471 18•Feb-201 Equipment 1707099.7 23-14n-201 18899 4,702.22 Strobes4t401 Inc 1261747 18-Feb-201 Equipment 1707099-7 23-Jan-20 18900 4.702.12 Strobes-ibUS Inc 1261747 18-Feb-201 Equipment 1707099-7 234an-20 18901 4,702.22 Str0bet41-112 Ins 1261747 18-Feb-201 Equipment 1707099-7 23346n-201 18901 4,702.22 Strab.s-R•Uslnc 1261747 184.b-201 Equipment 1707099-7 304en-20 18903 4,702.22 Strobe-R-Us Inc 12617471 184eb•201 Equipment 1707099-7 30-14n-20 18904 4,702.22 Sirabes-R-Us Inc 1261747 18-Feb-20 Equipment 1707099.7 304an-20 18905 4,702.22 Strobe-R-Us Inc 1261747 184.3•20 Equipment 1707099-7 30-Jan-20 18906 4,702.22 Sunbelt-9-Eh Inc 1261744 18-Fe1r201 Equipment 1707099-7 304en-201 18907 4,702.I2 5trabes•R-Us Inc 12617471 I8-Feb•201 Equipment 1707099.7 30-Jen-201 18908 4,702.22 Strabn-R-Us Inc 12617471 18•Feb•201 Equipment 1707099-7 30-Jun-20 18909 4,702.22 Strobes-R-thlnc 12617471 18-Feb-201 Equipment f 1707099.13 23•Jan-20 19009 1,312.48 Strobes-t-Us inc 1 12617471 18-Feb-201 Equipment 1707099.7 30•14n-20 19150 4,702.22 Strobes-54111nc 12617471 19•Feb-201 Equipment 1707099-7 30,144.20 19151 4,702,22 Strobes-R•Us Inc 12617471 18-Feb-201 Equipment 1707099-7 3141n- 19152 4,702.22 Strobes-6-IJ Inc 12617471 18-Fe6401 Equipment _ 1707099-7 314an-2 19153 4,702..22 Strobes-6- 1 Inc 1251747 18•9.b-201 Equipment 1707099.7 31-lan•301 19154 4,702.22 Strobes-R-IJ, Inc 12617471 18-Feb.201 Equipment 1707099.7 314am-201 19155 4,702.22 Strobes-R-Us Inc 1261747 18-Feb-201 Equipment 1 1907066 7-0c1-19 EK00322 125,566.00 Vermeer Southeast Sales 12571791 4-Nov-191 Equlpmem 2000272 17-Oct-19 9326623964 125.44 W.W. Grainger, Inc 1257640 12-14av191 Equlpmem 2000272 17-0.1.191 9327282035 805.07 W.W. Greeter, Ins. 12576401 12-58w191 Equipment TOTALS 5 9,L41,02.L961 signature: Erica Paschal -Darling Director, Finance Department April 15, 2020 Approksc plr.Gener S.wices./1d istration BY: 4-• • --- Ricardo Falero Director, Geggral 8y: le Rarni Assltant Dir THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CERTIFICATE OF RECORDING OFFICER 1. I am the duly appointed and qualified City Clerk of the City of Miami, Florida, and keeper of the records thereof, including the minutes of its proceedings; 2. A meeting was duly convened on May 23, 2019, in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrument hereinafter mentioned was duly proposed, considered and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of said instrument have been duly fulfilled, carried out and otherwise observed; 3. I am duly authorized to execute this Certificate; and 4. The copy of Resolution No. R-19-0207 annexed hereto, entitled: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING, PURSUANT TO THE REQUEST FOR PROPOSALS THAT WAS ISSUED APRIL 22, 2019 BY CITY OF MIAMI ("CITY") FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), THE SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING IN A NOT TO EXCEED TOTAL AGGREGATE PRINCIPAL AMOUNT OF THIRTY SIX MILLION DOLLARS ($36,000,000.00) FOR THE LEASE/PURCHASE ACQUISITION OF APPROXIMATELY FIVE HUNDRED FORTY (540) POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FINANCING LEASE/PURCHASE AGREEMENT ("AGREEMENT") FOR SAID VEHICLES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. is a true, correct and compared copy of the original instrument referred to in said minutes and as finally adopted at said meeting, which is in full force and effect and, to the extent required by law, has been duly signed or approved by the proper officer or officers and is on file and of record. [Remainder of page intentionally left blank] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (SEAL) Dated the 15th day of April, 2020. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida Todd B. H City Clerk Signature Page to Resolution No. R-19-0207 2 1- z w w O co w zm Oz 7 U F J N z co N K W ▪ O 2 CA j7 U W Q 0 2 m N 7 • = U J F O Q LL • z O • z �Ow R-19-0207 A RESOLUTION OF THE MIAI\-41 CITY COMMISSION, WITH ATTACH... Page 1 of 3 3a. CAA CALVED 0 Miami FL Resolution R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACL MENT(S), APPROVING, PURSUANT TO THE REQUEST FOR PROPOSALS THAT WAS ISSUED APR.IL 22, 2019 BY CITY OF MIAMI ("CITY') FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), THE SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING IN A NOT TO EXCEED TOTAL AGGREGATE PRINCIPAL AMOUNT OF THIRTY SIX MILLION DOLLARS ($36,000,400.00) FOR THE LEASE/PURCHASE ACQUISITION OF APPROXIMATELY FIVE KUNDRED FORTY (540) POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A FINANCING LEASE/PURCHASE AGREEMENT ("AGREEMENT") FOR SAID VEHICLES, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED. Information Department: Office of Management Sponsors: and Budget Category: Other Attachments Agenda Summary and Legislation 5382 Exhibit Body/Legislation WHEREAS, on April 14, 2005, the Miami City Commission approved Resolution No. 05- 0215 for the accessing of the Florida Sheriffs Association ("FSA") contract ("Contract") for the purchasing of vehicles, trucks, vans, and other equipment for the City of Miami (''City"); and WHEREAS, the Contract is still available for the City to make piggyback purchases; and WHEREAS, the City has an immediate need to finance and to acquire approximately Five Hundred Forty (540) police vehicles, general fight fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, "Vehicles") in the current fiscal year estimated at a not -to -exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) to be repaid according to the respective useful lives of the vehicles at five (5), seven (7), or ten (10) years; and WHEREAS, on April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. http://iniamifl igm2.com/Citizens/Detail_LegiFile.aspx?ID=5382&highlightTerms=Vehicl... 6/12/2019 R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH... Page 2 of 3 ("PFM"), issued a Request for Proposals ("RFP") solicitation process on behalf of the City to the banking and financial industry consistent with the City's needs to obtain a means of financing the lease acquisition the Vehicles in the current fiscal year from the FSA Contract, with the lowest cost for funds based on the current market at the most favorable terms possible for the resulting Financing Lease/Purchase Agreement ("Agreement"); and WHEREAS, PFM's RFP solicitation process resulted in seven (7) proposal responses from various banking and financial institutions; and WHEREAS, on May 13, 2019, after review and analysis by the City and PFM of the proposals received, the City's Finance Committee unanimously approved a favorable recommendation of the proposal received from Santander Bank ("Santander") for the vehicle lease/purchase financing program and recommendation; and WHEREAS, it is recommended that the proposal received from Santander be approved by the City Commission, as this financial institution provided the most favorable terms and overall conditions, with the differentiating factors presented in Santander's proposal including a combination of the bank's lowest interest rates for the draw structure, lack of onerous and non-standard provisions, and most generous pre -payment terms; NOW, THEREFORE, BE lT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The selection of the proposal response to the PFM RFP submitted by Santander for the provision of capital financing in a not to exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) for the lease/purchase acquisition of the Vehicles and for payment of the financing costs of the same is approved. Section 3. The City Manager is authorized[1] to negotiate and execute the Agreement, in a form acceptable to the City Attorney, and any and all amendments and documents required by said Agreement, provided that the terms are consistent and in a form acceptable to the City Attorney. Section 4. The City Manager is further authorized' to take any and all actions necessary to effectuate said lease/purchase acquisitions, subject to the availability of funds and budgetary approval at the time of need. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.[2] [1] The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but hot limited to, those prescribed by applicable City Charter and City Code provisions. [2] If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Meeting History May 23, 201 9:00 AM City Commission Planning and Zoning Draft RESULT: ADOPTED [UNANIMOUS] IMous] http://miamifl.iquz2.coin/Citizens/Detail LegiFil_e.aspx?ID=5382&IiiglllightTerms=Vehicl... 6/12/2019 R-19-0207 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH... Page 3 of 3 MOVER: Keon Hardemon, Commissioner, District Five SECONDER: Wifredo (Willy) Gort, Commissioner, District One AYES: Ken Russell, Wifredo (Willy) Gort, Keon Hardemon ABSENT: Joe Carollo, Manalo Reyes Select Language d Powered by Goo Translate 1- z w w O V1 �w zm Oz a 7 U F J F a N Z j (7 F w a O 2 j 7 Z O W U 2 m N U • -I F O w O N p 2 z O F W http://miamifl.igm2.com/CitizensiDetail LegiFile.aspx?ID=5382&highlightTenns=Velucl... 6/12/2019 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DISCLOSURE LETTER The undersigned, as Lessor, proposes to negotiate with the City of Miami, Florida (the "Lessee") for the execution and delivery of the Master Vehicle Lease Purchase Agreement dated June 20, 2019 (the "Master Lease") and Schedule No. 1 to the Lease (the "Schedule" and together with the Master Lease, the "Lease"). Prior to the execution and delivery of the Schedule, the following information is hereby furnished to the Lessee: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Lessor") in connection with the execution and delivery of the Schedule (any 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 execution and delivery of the Schedule 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 Lessor. 3. The amount of the upfront fee or spread expected to be realized by the Lessor is $0. 4. The management fee to be charged by the Lessor is $0. 5. Truth -in -Bonding Statement: The Lease is being executed and delivered to finance the acquisition of Equipment as such term is defined in the Lease. The Lease is payable from non -ad valorem revenues of the Lessee, in the manner and to the extent described in the Lease. Execution and delivery of the Schedule is estimated to result in a maximum of $1,910,489.67 of revenues of the Lessee not being available to finance the services of the Lessee in each year during the life of the Schedule. [Remainder of page intentionally left blank] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 6. The name and addresoc of the 1 rww is ac tnitow.• Santander hank, N A. 3 Huntington Quadrangle .SuM: 101 N nvi, .' 11747 Attvnhctel6IPwi: vy.44 J Y GtQZ IN WTE'NLSS IAH{EREOF, the undersigned has executed tin,. Di'Jutiure',tahnwnt or. Isek tir or the Lrs+ur this 15", stay of April. ?t) O SANT-%N1)LR KANK. N.A. Name' T kthai•] 1. Pile/ 1itktr Aut h..riri:d.\Aent 2 LE.55 R S :ERUHH'CAT E This is to certify that _5cantan r Lank, NA_ (the " L ?r'-) has not rkaquired the City. !distill Florida ithe-1_,EsscO, to tiv'e- anw offering dricurnent and has conducted IFS owl!. in; motion, ti, he extent it deems satisfactory or sufficient into raters relating to business affairs or conditions (either fin.rn1i,tl art { erwise) of the iirr conhectim with t!e t i ° of the not to exceed +sty cir Miami. Florida Masirr ' 'hide Lease FilidlaSie Agreement dated ]hire 9 Vtha -Master Lease") and Schedule No- f to the Lease tthe 'Schedule" artd togrt er with the Mauer Lase,. the -Lease), and no infererine should be drawn that the L e or, in the acceptance of the LeaSe. iS relying on giant ] "filler OLi a F.A. ( G :unse ) r Victona E. M rtd , EN_ Ctiiy Attorney"} as to any szih matters other than the legal Dpinions addressed to the LLtr tendered by the Cory .tt,v. Any C_apit.aliz tandefned terms used not rwi9e defined shall have the meanings siet forth irt the Master Leap pursuant to Resolution Nio. R-1 adopted ran May . 3, 200 (the -Authorising HesolutinrCy We ado-kowledge. that no cuStr number or credit ratings have been obtained with respect to the Lease_ We acknowledge and understand that the Autholizing Reigalution and the Lease are not being qualified under the Trust Indenture Art oft 13 , as amended,. arid are not being registered ur, reliance upon. the e.xernpnorL fruraa registration under Section 30i(2). Che Securities Ad o 1.933.. Section 5!7.O 1w;1}, .Florida Statutes, arid,hir Section 517.061471 Hari& Statute andthat neither the Lessee; Bond Counsel t'r+ar City' Att'rth±d shall barn' any obligation to t .&L—I any skull registration tration or i]uaiiEira t We are not acting as a broker or lather intermediary and are purchasing the Lease with cur 01471 capital aired for u tr nt and rtaL with a pre5ent view iri a resale or ,ether loin .trihutirwi to the public. We are a bank as ai terrrpplated by Section 517. 1 , Florida Statutes. Wt. are not purchasing the Le.ilefie for the direct or indirect prlare sr k rr of any :w of enterprise with the intent of ,,iolating or evading any pert of Chapter 517, Florida Statutes - We are an "accredihed investor" as such terra is defined in the Securities Ad of 1933„ ate, avid Regulation') thereunder_ DATED this 15th day of April 202a. 5ANTANEt HANK! N_A.. Na :ri1e : i ieh ell 1. 'rifle; S'riikrr Vim m0 z� - GI OZ -nD • fN co v n o� nc c-0 nO m� 71 G) z r c) z CO m fN m m z THIS DOCUMENT IS A SUBSTITUTION TO THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. TAX CERTIFICATE AS TO ARBITRAGE AND THE PROVISIONS OF SECTIONS 141-150 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED Not to Exceed $36,000,000 Master Vehicle Lease Purchase Agreement as supplemented by and between the City of Miami (Lessee) and Santander Bank, N.A. (Lessor) dated as of June 20, 2019 In connection with the execution and delivery by the City of Miami, Florida (the "City") of the above -referenced Master Vehicle Lease Purchase Agreement (collectively, the "Lease"), the City makes and enters into the following Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, as amended (the "Code") and the Income Tax Regulations (the "Regulations"). The City acknowledges that the opinion of Bond Counsel regarding the exclusion of the interest component of the Lease from gross income under Section 103(a) and Sections 141-150 of the Code is rendered in reliance upon the representations and statements of fact and expectations contained herein and assumes the City's continued compliance with the provisions of this Certificate. 1. The Lease is being entered into pursuant to and under the authority of the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the City and other applicable provisions of law, and pursuant to the terms of Resolution No. R-19-0207 adopted on May 23, 2019 by the City (the "Authorizing Resolution"). Unless otherwise specifically defined, all capitalized terms used in this Certificate shall have the meanings set forth in the Lease or the Regulations. The proceeds of the Lease will be used to: (a) finance the costs of acquiring approximately five hundred forty police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, the "Equipment"); and (b) pay the costs of issuing the Lease (the "Issuance Expenses"). 2. There are no other obligations of the City that (i) are being sold at substantially the same time as the Lease (within 15 days); (ii) are being sold pursuant to a common plan of financing together with the Lease; and (iii) will be paid out of substantially the same source of funds as the Lease. 3. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the Lease being entered into this day and as to the use of the proceeds thereof: (a) The Lease is being issued as a draw -down loan, as described in Section 1.150-1(c)(4)(i) of the Regulations, and the City will draw $9,256,278.56 of proceeds THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. under the Lease on the date hereof. Total proceeds in the amount of $36,000,000.00 (the "Sale Proceeds") are expected to be derived by the City on a draw -down basis from entering into the Lease with Santander Bank, N.A. (the "Lessor") and are expected to be needed and fully expended as follows: (i) $65,250.00 of said proceeds will be used to pay the Issuance Expenses; and (ii) $35,934,750.00 of said proceeds, when drawn under the Lease, will be used to pay costs of the Equipment. (b) The total Sale Proceeds to be received from the sale of the Lease to the Lessor, together with the investment earnings thereon, if any, do not exceed the amount necessary for the purposes described above. (c) The City does not expect to sell or otherwise dispose of any property comprising a part of the Equipment financed with the proceeds of the Lease prior to the final maturity date of the Lease, except such minor parts or portions thereof that may be disposed of due to natural wear, obsolescence or depreciation in the normal course of business. 4. Binding contracts or commitments obligating the expenditure of not less than 5 percent of the Sale Proceeds of the Lease toward the cost of the Equipment will be entered into by the City within 6 months from the date hereof. Acquisition of the Equipment and the allocation of the Sale Proceeds of the Lease to the costs of the Equipment will proceed with due diligence. It is expected that the Equipment will be acquired and at least 85 percent of the Sale Proceeds of the Lease will be allocated to Equipment expenditures within three years of the date hereof. The City shall account for the allocation of Sale Proceeds of the Lease to Equipment expenditures not later than 18 months after the later of the date the expenditure is made or the date that the Equipment is placed in service, but in no event later than 5 years after the date of issuance of the Lease. The City agrees to maintain records detailing the allocation of the Sale Proceeds to those Equipment costs financed by the Lease throughout the term of the Lease and for a period of three years thereafter. 5. Not more than 50 percent of the proceeds of the Lease will be invested in obligations having a substantially guaranteed yield for 4 years or more. 6. Subject to annual appropriation, the Lease provides that the City will utilize legally available funds on each payment date on the Lease sufficient to pay principal of and interest on the Lease. No separate funds or accounts will be held or reserved by the City from which Lease Payments will be made. 7. There are no funds or accounts established pursuant to the Lease or otherwise which are reasonably expected to be used to pay debt service on the Lease, or which are 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. pledged as collateral for the Lease (or subject to a negative pledge) and for which there is a reasonable assurance on the part of the Lessor that amounts therein will be available to pay debt service on the Lease if the City encounters financial difficulties. 8. The City expects to reimburse itself for costs of the Equipment paid prior to the date of issuance of the Lease. Except for preliminary expenditures, such as architectural, engineering, surveying, soil testing, and similar costs, proceeds of the Lease will not be used to reimburse the City for Equipment costs paid prior to 60 days before May 23, 2019. Except for preliminary expenditures, any Equipment costs paid prior to the date of issuance of the Lease which are to be reimbursed from Sale Proceeds will be reimbursed not later than 18 months after the later of (a) the date the original expenditure was paid; or (b) the date that the portion of the Equipment to which the reimbursement relates was placed in service, but in no event more than 3 years after the date that the expenditure was paid. 9. In the event that amounts drawn under the Lease are not immediately used to pay or reimburse costs of the Equipment, the following represents the expectations of the City with respect to the investment of such proceeds of the Lease: (a) Proceeds derived from the sale of the Lease to be applied to pay Issuance Expenses may be invested at an unrestricted yield for a period not to exceed three years from the date hereof. (b) Proceeds derived from the sale of the Lease to be used to pay Equipment costs may be invested at an unrestricted yield for a period not to exceed three years from the date hereof. (c) Investment earnings on obligations acquired with amounts described in subparagraphs (a) and (b) above may be invested at an unrestricted yield for a period of three years from the date hereof or one year from the date of receipt, whichever period is longer. (d) Amounts described in subparagraphs (a) through (c) that may not be invested at an unrestricted yield pursuant to such subparagraphs, may be invested at an unrestricted yield to the extent such amounts do not exceed $100,000 (the "Minor Portion"). (e) Amounts described in subparagraph (d), not invested at an unrestricted yield pursuant to such subparagraph, shall be invested at a yield not in excess of the yield on the Lease plus 1/8 of one percentage point or be invested in tax-exempt obligations under Section 103(a) of the Code the interest on which is not an item of preference within the meaning of Section 57(a)(5) of the Code. To the extent that any amounts described in this Paragraph 9 are not permitted to be invested at an unrestricted yield, the City may satisfy the applicable yield restriction by causing the appropriate amount of yield reduction payments to be made to the United States, but only 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. to the extent permitted by Section 1.148-5(c) of the Regulations. 10. For purposes of this Certificate, "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the purchase price of such obligation. The yield on obligations acquired with amounts described in Paragraph 9 hereof and the yield on the Lease shall be calculated by the use of the same frequency interval of compounding interest. In the case of the Lease, the purchase price is $36,000,000.00. The purchase price of the Lease and the interest rate thereon were arrived at as a result of an arm's length negotiation between the City and the Lessor. The Lessor has represented to the City in its Certificate attached as Exhibit A hereto that it is acquiring the Lease for its own account and is not acting as a broker or other intermediary for the purpose of reselling the Lease to other investors. Any investments acquired with amounts that may not be invested at an unrestricted yield pursuant to Paragraph 9 above or which are subject to the rebate requirement described in Paragraph 12 below shall be purchased at prevailing market prices and shall be limited to securities for which there is an established market, shall be United States Treasury Obligations - State and Local Government Series, or shall be tax-exempt obligations under 103(a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. Because the Lease is issued as a draw -down loan, the yield on the Lease is not determinable at this time and the yield of the Lease will be determined for each Computation Period as set forth in Section 1.148- 4(c) of the Regulations. 11. No portion of the proceeds of the Lease will be used as a substitute for other moneys of the City which were otherwise to be used to acquire the Equipment and which have been or will be used to acquire directly or indirectly, obligations producing a yield in excess of the yield on the Lease. 12. The City has covenanted in the Lease that so long as the Lease remains outstanding, the moneys on deposit in any fund or account maintained in connection with the Lease, will not be used in any manner that would cause the Lease to be an "arbitrage bond" within the meaning of Section 148 of the Code or bonds not described under Section 103(a) of the Code and the applicable regulations promulgated from time to time thereunder. Accordingly, the City shall comply with the guidelines and instructions in the Arbitrage Letter of Instructions from Bond Counsel, dated the date hereof, by which the City shall, among other things, pay or cause to be paid to the United States an amount equal to the sum of (i) the excess of the aggregate amount earned from the investment of "Gross Proceeds" of the Lease from the date of issue over the amount that would have been earned if such amounts had been invested at a yield equal to the yield of the Lease, plus (ii) the income or earnings attributable to the excess amount described in (i). See Exhibit B attached hereto. 13. Neither the City nor any person related to the City has entered into or is expected to enter into any hedging transaction (such as an interest rate swap, cap or collar transaction) with respect to the Lease. 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 14. The weighted average maturity of the Lease does not exceed 120 percent of the reasonably expected economic life of the Equipment (within the meaning of Section 147(b) of the Code). 15. None of the proceeds of the Lease will be used (directly or indirectly) to acquire any property which prior to its acquisition was used (or held for use) by a person other than a state or local governmental unit in connection with an output facility. For purposes of this Certificate, the term "output facility" means electric and gas generation, transmission, and related facilities. 16. The City is not aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Lessor in its Certificate attached as Exhibit A hereto. 17. None of the proceeds of the Lease will be used (directly or indirectly) to make or finance a loan to any person. 18. The City will not take any action which would cause the Lease to be a "private activity bond" within the meaning of Section 141 of the Code. The City will not permit any person other than a state or local governmental unit or as a member of the general public (a "Nonexempt Person") to use, through sale, lease, management contract, output contract or similar agreement portions of the Equipment, which in the aggregate exceed 10 percent of the Equipment (based upon the cost of such portions of the Equipment). The percentage limitation described in the preceding sentence shall be reduced to 5 percent if the private use of the Equipment is not related to any governmental use or is disproportionate to the governmental use, all as described in Section 141(b)(3) of the Code. 19. The City acknowledges that in determining whether all or any portion of the Equipment is used, directly or indirectly, in the trade or business of a Nonexempt Person for purposes of Paragraph 18 above, use of any portion of the Equipment by a Nonexempt Person pursuant to a lease, management contract, service contract, output contract or other arrangement must be examined. The City represents that all management and service contracts with persons who are not employees of the City for use of any portion of the Equipment will comply with the guidelines set forth in IRS Revenue Procedure 2017-13, unless the City receives an opinion from Bond Counsel that such contract will not adversely impact the exclusion of interest on the Lease from gross income for purposes of federal income taxation. The City agrees to maintain copies of all leases, management contracts, service contracts, output contracts, and other preferential use arrangements with Nonexempt Persons with respect to the use of the Equipment throughout the term of the Lease and for a period of three years thereafter. 20. The City reasonably expects that the Equipment will be owned and operated throughout the term of the Lease in a manner which complies with the requirements set forth in Paragraph 18 above. The City will not change the ownership or use of all or any portion of the 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Equipment in a manner that fails to comply with Paragraph 18 above, unless it receives an opinion of Bond Counsel that such change of ownership or use will not adversely affect the exclusion of interest on the Lease from gross income for federal income tax purposes. 21. The payment of the principal of and interest on the Lease is not and will not be guaranteed directly or indirectly by the federal government within the meaning of Section 149(b) of the Code. 22. This Certificate is, in part, to serve as a guideline in implementing the requirements of Sections 141 to 150 of the Code. If regulations, rulings, announcements and notices validly promulgated under the Code contain requirements which differ from those outlined here which must be satisfied for the Lease to be tax-exempt or in order to avoid the imposition of penalties under Section 148 of the Code, pursuant to the covenants contained in the Lease, the City is obligated to take such steps as are necessary to comply with such requirements. If under those pronouncements, compliance with any of the requirements of this Certificate is not necessary to maintain the exclusion of interest on the Lease from gross income and alternative minimum taxable income or to avoid the imposition of penalties on the City under Section 148 of the Code, the City shall not be obligated to comply with that requirement. The City has been advised to seek the advice of competent counsel with a nationally recognized expertise in matters affecting exclusion of interest on municipal bonds from gross income in fulfilling its obligations under the Code to take all steps as are necessary to maintain the tax- exempt status of the Lease. 23. To the best of my knowledge, information and belief, the above expectations are reasonable. 24. This Certificate may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. [Remainder of page intentionally left blank] 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April, 2020. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Name: Sandra Bri&geman Title: Chief Financial Officer 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. [Signature page to Tax Certificate] CITY OF MIAMI, FLORIDA, a municipal corporatiof the State of Florida By: Name: Erica T. Paschal -Darling Title: Finance Director THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (Signature page to Tax Certificate' APPROVED BY GENERAL SERVICES ADMINISTRATION: By: Ricardo Paler) Director, General Services Administration THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ISignature page to Tax Certificate} APPROVED BY GENERAL SERVICES ADMINISTRATION: B I Je ifer Ry lnirez Assistant Director, General Services Administration THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT A Not to Exceed $36,000,000 Master Vehicle Lease Purchase Agreement as supplemented by and between the City of Miami (Lessee) and Santander Bank, N.A. (Lessor) dated as of June 20, 2019 CERTIFICATE OF THE ORIGINAL PURCHASER The undersigned, on behalf of Santander Bank, N.A. (the "Lessor"), hereby certifies as set forth below with respect to the purchase of the above -captioned obligation (the "Lease"). 1. Purchase of the Lease. On the date of this certificate, the Lessor is purchasing the Lease for $9,256,278.56 and has agreed to advance additional amounts equal to, in aggregate, $36,000,000.00, the aggregate stated principal amount of the Lease. The Lessor is not acting as an Underwriter with respect to the Lease. The Lessor has no present intention to sell, reoffer, or otherwise dispose of the Lease (or any portion of the Lease or any interest in the Lease). The Lessor has not contracted with any person pursuant to a written agreement to have such Person participate in the initial sale of the Lease and the Lessor has not agreed with the City pursuant to a written agreement to sell the Lease to Persons other than the Lessor or a related party to the Lessor. 2. Defined Terms. (a) Person means natural persons, firms, trusts, estates, associations, corporations, partnerships, and public bodies. (b) Public means any Person 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. (c) 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 Lease 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 Lease 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 Lease to the Public). 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 A-1 Tax ate and with reset to compliiince with the fetleral income lax rules affectin Lease prd by F i-y nt Miller Olive PA in connection with rendering [13 oini4?h that the interest on the 1-eax is excluded: from gross ire for federal Income leek 13u.rpt.tseL. preparation of the limpet —Lai Revenue m ce Form 80313-G, and other federal inrcorm tax a JVii that it may ire to the If—+pr from time to time relating to the Lem. SANIANDER BANK, N Dated; April 15r rttie: L +tlt l I, Ti Flo: Senn: i t A. 1 z 0 o2v 0 = r C Dm O�-1 C -0 0r 0 a Z fN rl GIW a� 0 C zo 0 co m to 0 m m z THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT B April 15, 2020 Mayor and City Council City of Miami, Florida Re: Not to Exceed $36,000,000 Master Vehicle Lease Purchase Agreement, as supplemented by and between the City of Miami (Lessee) and Santander Bank, N.A. (Lessor) dated as of June 20, 2019 Ladies and Gentlemen: This Letter instructs you as to certain requirements of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the Not to Exceed $36,000,000 Master Vehicle Lease Purchase Agreement, as supplemented by and between the City of Miami (Lessee) and Santander Bank, N.A. (Lessor) dated as of June 20, 2019 (the "Lease"). Capitalized terms used in this Letter, not otherwise defined herein, shall have the same meanings as set forth in the City's Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, As Amended (the "Tax Certificate") executed on the date hereof. This Letter is intended to provide you with general guidance regarding compliance with Section 148(f) of the Code. Because the requirements of the Code are subject to amplification and clarification, you should seek supplements to this Letter from time to time to reflect any additional or different requirements of the Code. In particular, you should be aware that regulations implementing the rebate requirements of Section 148(f) (the "Regulations") have been issued by the United States Treasury Department. These regulations will, by necessity, be subject to continuing interpretation and clarification through future rulings or other announcements of the United States Treasury Department. You should seek further advice of Bond Counsel as to the effect of any such future interpretations before the computation and payment of any arbitrage rebate. For the purposes of this Letter, (i) any instructions relating to a fund or account shall be deemed to apply only to the portion of such fund or account allocable to the Lease and (ii) any reference to "the date hereof" shall be deemed to mean April 15, 2020. Section 1. Tax Covenants. Pursuant to the Lease (as defined in the Tax Certificate), the City has made certain covenants designed to assure that interest with respect to the Lease is and shall remain excluded from gross income for federal income tax purposes. The City has agreed, and by this Letter does hereby covenant, that it will not directly or indirectly use or permit the use of any proceeds of the Lease or any other funds or take or omit to take any action that B-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. would cause the Lease to be an "arbitrage bond" within the meaning of Section 148 of the Code and that would cause interest on the Lease to be included in gross income for federal income tax purposes under the provisions of the Code. You have further agreed by this Letter to comply with all other requirements as shall be determined by Bond Counsel (as hereinafter defined) to be necessary or appropriate to assure that interest on the Lease will be excluded from gross income for federal income tax purposes. To that end, the City will comply with all requirements of Section 148 of the Code to the extent applicable to the Lease. In particular, the City agrees to cause the proceeds of the Lease and certain other amounts described in Paragraph 9 of the Tax Certificate to be invested in a manner that is consistent with the expectations set forth in such Certificate. In the event that at any time the City is of the opinion that for purposes of this Section 1 it is necessary to restrict or to limit the yield on the investment of any moneys held by the City, the City shall take such action as may be necessary. Section 2. Definitions. Unless the context otherwise requires, in addition to the use of the terms defined in the Tax Certificate, the following capitalized terms have the following meanings: "Bond Counsel" shall mean Bryant Miller Olive P.A., or other nationally recognized bond counsel. "Bond Year" shall mean the one year period that ends at the close of business on the day in the calendar year that is selected by the City. The first and last bond years may be short periods. "Bond Yield" shall be determined for each Computation Period as set forth in Section 1.148-4(c) of the Regulations. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated thereunder. "Computation Credit Amount" means the amount, as of each Computation Credit Date, set forth in Section 1.148-3(d)(1)(iv) of the Regulations. "Computation Credit Date" means the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Lease that are subject to the rebate requirement of Section 148(f) of the Code, and the Final Computation Date. "Computation Date" shall mean any date selected by the City as a computation date pursuant to Section 1.148-3(e) of the Regulations, and the Final Computation Date. "Delivery Date" shall mean April 15, 2020. B-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Economic Accrual Method" shall mean the method of computing yield that is based on the compounding of interest at the end of each compounding period (also known as the constant interest method or the actuarial method). "Final Computation Date" shall mean the date that the last bond that is part of the Lease is discharged. "Gross Proceeds" shall mean with respect to the Lease, any proceeds of the Lease and any funds (other than the proceeds of the Lease) that are a part of a reserve or replacement fund for the issue, which amounts include amounts which are (A) actually or constructively received by the City from the sale of the Lease (other than amounts used to pay Accrued Interest on the Lease as set forth in the Tax Certificate); (B) treated as transferred proceeds (as defined in Section 1.148-9(b) of the Regulations); (C) treated as Replacement Proceeds under Section 1.148- 1(c) of the Regulations; (D) invested in a reasonably required reserve or replacement fund (as defined in Section 1.148-2(f) of the Regulations); (E) pledged by the City as security for payment of debt service on the Lease; (F) received with respect to obligations acquired with proceeds of the Lease; (G) used to pay debt service on the Lease; and (H) otherwise received as a result of investing any proceeds of the Lease. The determination of whether an amount is included within this definition shall be made without regard to whether the amount is credited to any fund or account established under the Bond Ordinance or (except in the case of an amount described in (E) above) whether the amount is subject to the pledge of such instrument. "Guaranteed Investment Contract" means any Nonpurpose Investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, and also includes any agreement to supply investments on two or more future dates (e.g., a forward supply contract). "Installment Payment Date" shall mean a Computation Date that is not later than 5 years after the Delivery Date and subsequent Computation Dates which occur no later than 5 years after the immediately preceding Installment Payment Date. "Investment Property" shall mean any security or obligation, any annuity contract or other investment -type property within the meaning of Section 148(b)(2) of the Code. The term Investment Property shall not include any obligation the interest on which is excluded from gross income (other than a Specified Private Activity Bond within the meaning of Section 57(a)(5)(C) of the Code) and shall not include an obligation that is a one -day certificate of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series Program described in 31 CFR, part 344. "Issue Price" shall mean $36,000,000.00 with respect to the Lease. B-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Issue Yield" shall mean the Bond Yield unless the Lease is described in Section 1.148- 4(b)(3) or (4) of the Regulations, in which case, the Issue Yield shall be the Bond Yield as recomputed in accordance with such provisions of the Regulations. "Nonpurpose Investment" shall mean any Investment Property in which Gross Proceeds are invested, other than any Purpose Investment as defined in Section 1.148-1(b) of the Regulations. "Nonpurpose Payment" shall, with respect to a Nonpurpose Investment allocated to the Lease, include the following: (1) the amount actually or constructively paid to acquire the Nonpurpose Investment; (2) the Value of an investment not acquired with Gross Proceeds on the date such investment is allocated to the Lease, and (3) any yield reduction payment to the United States Government made pursuant to Section 1.148-5(c) of the Regulations. In addition, the Computation Credit Amount shall be treated as a Nonpurpose Payment with respect to the Lease on each Computation Credit Date. "Nonpurpose Receipt" shall mean any receipt or payment with respect to a Nonpurpose Investment allocated to the Lease. For this purpose the term "receipt" means any amount actually or constructively received with respect to the investment. In the event a Nonpurpose Investment ceases to be allocated to the Lease other than by reason of a sale or retirement, such Nonpurpose Investment shall be treated as if sold on the date of such cessation for its Value. In addition, the Value of each Nonpurpose Investment at the close of business on each Computation Date shall be taken into account as a Nonpurpose Receipt as of such date, and each refund of Rebatable Arbitrage pursuant to Section 1.148-3(i) of the Regulations shall be treated as a Nonpurpose Receipt. "Rebatable Arbitrage" shall mean as of any Computation Date the excess of the future value of all Nonpurpose Receipts with respect to the Lease over the future value of all Nonpurpose Payments with respect to the Lease. The future value of a Nonpurpose Payment or a Nonpurpose Receipt as of any Computation Date is determined using the Economic Accrual Method and equals 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 Issue Yield, using the same compounding interval and financial conventions used in computing that yield. "Retirement Price" shall mean, with respect to a bond, the amount paid in connection with the retirement or redemption of the bond. "Value" means value as determined under Section 1.148-5(d) of the Regulations for investments. B-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Section 3. Rebate Requirement. (a) Pursuant to this Letter there shall be established a fund separate from any other fund designated the Rebate Fund (the "Rebate Fund"). The City shall administer or cause to be administered the Rebate Fund and invest any amounts held therein in Nonpurpose Investments. Moneys shall not be transferred from the Rebate Fund except as provided in this Section 3. (b) Unless one or more of the Spending Exceptions to Rebate described in Appendix I to this Letter is applicable to all or a portion of the Gross Proceeds of the Lease, the City specifically covenants that it will pay or cause to be paid to the United States Government the following amounts: (1) No later than 60 days after each Installment Payment Date, an amount which, when added to the future value of all previous rebate payments made with respect to the Lease, equals at least 90 percent of the Rebatable Arbitrage calculated as of each such Installment Payment Date; and (2) No later than 60 days after the Final Computation Date, an amount which, when added to the future value of all previous rebate payments made with respect to the Lease, equals 100 percent of the Rebatable Arbitrage as of the Final Computation Date. (c) Any payment of Rebatable Arbitrage made within the 60-day period described in Section 3(b)(1) and (2) above may be treated as paid on the Installment Payment Date or Final computation date to which it relates. (d) On or before 55 days following each Installment Payment Date and the Final Computation Date, the City shall determine the amount of Rebatable Arbitrage to be paid to the United States Government as required by Section 3(b) of this Letter. Upon making this determination, the City shall take the following actions: (1) If the amount of Rebatable Arbitrage is calculated to be positive, deposit the required amount of Rebatable Arbitrage to the Rebate Fund; (2) If the amount of Rebatable Arbitrage is calculated to be negative and money is being held in the Rebate Fund, transfer from the Rebate Fund the amount on deposit in such fund; and (3) On or before 60 days following the Installment Payment Date or Final Computation Date, pay the amount described in Section 3(b) of this Letter to the United States Government at the Internal Revenue Service Center, Ogden, Utah 84201. Payment B-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. shall be accompanied by Form 8038-T. A rebate payment is paid when it is filed with the Internal Revenue Service at the above location. (e) The City 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 money related to the Lease, including money derived from, pledged to, or to be used to make payments on the Lease. Such records shall specify the account or fund to which each investment (or portion thereof) held by the City is to be allocated and shall set forth, in the case of each investment security, (a) its purchase price; (b) nominal rate of interest; (c) the amount of accrued interest purchased (included in the purchase price); (d) the par or face amount; (e) maturity date; (f) the amount of original issue discount or premium (if any); (g) the type of Investment Property; (h) the frequency of periodic payments; (i) the period of compounding; (j) the yield to maturity; (k) date of disposition; (1) amount realized on disposition (including accrued interest); and (m) market price data sufficient to establish the fair market value of any Nonpurpose investment as of any Computation Date, and as of the date such Nonpurpose Investment becomes allocable to, or ceases to be allocable to, Gross Proceeds of the Lease. Section 4. Prohibited Investments and Dispositions. (a) No Investment Property shall be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment Property. No Investment Property shall be sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment Property. (b) For purposes of subsection 4(a), the fair market value of any Investment Property for which there is an established market shall be determined as provided in subsection 4(c). Except as otherwise provided in subsections 4(e) and (f), any market especially established to provide Investment Property to an issuer of governmental obligations shall not be treated as an established market. (c) The fair market value of any Investment Property for which there is an established market is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length transaction. Fair market value is generally determined on the date on which a contract to purchase or sell the Investment Property becomes binding (i.e., the trade date rather than the settlement date). If a United States Treasury obligation is acquired directly from or disposed of directly to the United States Treasury, such acquisition or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. (d) Except to the extent provided in subsections (e) and (f), any Investment Property for which there is not an established market shall be rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. B-6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (e) In the case of a certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, the purchase price of such a certificate of deposit is treated as its fair market value on its purchase date if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (f) The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if the City complies with the competitive bidding procedures set forth in Section 1.148-5(d)(6)(iii) of the Regulations. Section 5. Accounting for Gross Proceeds. In order to perform the calculations required by the Code and the Regulations, it is necessary to track the investment and expenditure of all Gross Proceeds. To that end, the City must adopt a reasonable and consistently applied method of accounting for all Gross Proceeds. Section 6. Administrative Costs of Investments. (a) Except as otherwise provided in this Section, an allocation of Gross Proceeds of the Lease to a payment or receipt on a Nonpurpose Investment is not adjusted to take into account any costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus, administrative costs generally do not increase the payments for, or reduce the receipts from, Nonpurpose Investments. (b) In determining payments and receipts on Nonpurpose Investments, Qualified Administrative Costs are taken into account by increasing payments for, or reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs are reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody, and similar costs. General overhead costs and similar indirect costs of the City such as employee salaries and office expenses and costs associated with computing Rebatable Arbitrage are not Qualified Administrative Costs (c) Qualified Administrative Costs include all reasonable administrative costs, without regard to the limitation on indirect costs stated in subsection (b) above, incurred by: (i) A publicly offered regulated investment company (as defined in Section 67(c)(2)(B) of the Code); and (ii) A commingled fund in which the City and any related parties do not own more than 10 percent of the beneficial interest in the fund. B-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (d) For a Guaranteed Investment Contract, a broker's commission paid on behalf of either the City or the provider is not a Qualified Administrative Cost to the extent that the commission exceeds the amount set forth in Section 1.148-5(e)(iii) of the Regulations. Section 7. Records; Bond Counsel Opinion. (a) The City shall retain all records with respect to the calculations and instructions required by this Letter for at least 3 years after the date on which the last of the principal of and interest on the Lease has been paid, whether upon maturity, redemption or acceleration thereof. (b) Notwithstanding any provisions of this Letter, if the City shall be provided an opinion of Bond Counsel that any specified action required under this Letter is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the Lease, the City may conclusively rely on such opinion in complying with the requirements of this Letter. [Remainder of page intentionally left blank] B-8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the contrary, the obligation of the City to remit the Rebate Requirement to the United States Department of the Treasury and to comply with all other requirements contained in this Letter must survive the defeasance or payment of the Lease. Very truly yours, BRYANT MILLER OLIVE P.A. Acknowledgement and Assignment of rebate Expert. The City acknowledges that it has reviewed the foregoing Arbitrage Letter of Instructions of Bond Counsel and understands the arbitrage rebate requirement described therein. In order to effectuate compliance with federal tax laws, the City has determined to undertake its arbitrage compliance as follows: 0 The City has initially retained or intends to retain the firm of Integrity Public Finance Consulting LLC as Rebate Expert with respect to the Lease. C► The City has initially retained or intends to retain the firm of PFM Asset Management LLC as Rebate Expert with respect to the Lease. 0 The City has decided not to designate a Rebate Expert with respect to the Lease at this time and, as a result, undertakes and assumes hill responsibility for arbitrage compliance and acknowledges that Bond Counsel has no such responsibility (unless Iater engaged in writing for such purpose). CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Finance Director Dated: April 15, 2020 B-9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (a) Appendix I Spending Exceptions to Rebate Generally. All, or certain discrete portions, of an issue are treated as meeting the Rebate Requirement of Section 148(f) of the Code if one or more of the spending exceptions set forth in this Appendix are satisfied. Use of the spending exceptions is not mandatory. An issuer may apply the Rebate Requirement to an issue that otherwise satisfies a spending exception. Where several obligations that otherwise constitute a single issue are used to finance two or more separate governmental purposes, the issue constitutes a "multipurpose issue" and the bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as separate issues for purposes of the spending exceptions. In allocating an issue among its several separate governmental purposes, "common costs" are generally not treated as separate governmental purposes and must be allocated ratably among the discrete separate purposes unless some other allocation method more accurately reflects the extent to which any particular separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the certain common costs (e.g., a newly funded reserve for a parity issue that is partially new money and partially a refunding for savings on prior bonds). Separate purposes include refunding a separate prior issue, financing a separate Purpose Investment (e.g., a separate loan), financing a Construction Issue, and any clearly discrete governmental purpose reasonably expected to be financed by the issue. In addition, as a general rule, all integrated or functionally related capital projects qualifying for the same initial temporary period (e.g., 3 years) are treated as having a single governmental purpose. Finally, separate purposes may be combined and treated as a single purpose if the proceeds are eligible for the same initial temporary period (e.g., advance refundings of several separate prior issues could be combined, or several non-integrated and functionally unrelated capital projects such as airport runway improvements and a water distribution system). The spending exceptions described in this Appendix are applied separately to each separate issue component of a multipurpose issue unless otherwise specifically noted. (b) Six -Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if (i) the gross proceeds of the issue are allocated to expenditures for the governmental purposes of the issue within the six-month period beginning on the issue date (the "six-month spending period") and (ii) the Rebate Requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes of the six-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the six-month spending period, Appendix I-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In the case of an issue no bond of which is a private activity bond (other than a qualified 501(c)(3) bond) or a tax or revenue anticipation bond, the six-month spending period is extended for an additional six months for the portion of the proceeds of the issue which are not expended within the six-month spending period if such portion does not exceed the lesser of five percent of the Proceeds of the issue or $100,000. (c) 18-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if all of the following requirements are satisfied: (i) the gross proceeds are allocated to expenditures for a governmental purpose of the issue in accordance with the following schedule (the "18-month expenditure schedule") measured from the issue date: (A) at least 15 percent within six months, (B) at least 60 percent within 12 months and (C) 100 percent within 18 months; (ii) the Rebate Requirement is met for all amounts not required to be spent in accordance with the 18-month expenditure schedule (other than earnings on a bona fide debt service fund); and (iii) all of the gross proceeds of the issue qualify for the initial temporary period under Treasury Regulation Section 1.148-2(e)(2). For purposes of the 18-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the 18-month expenditure schedule, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In addition, for purposes of determining compliance with the first two spending periods, the investment proceeds included in gross proceeds are based on the issuer's reasonable expectations as of the issue date rather than the actual Investment Proceeds; for the third, final period, actual Investment Proceeds earned to date are used in place of the reasonably expected earnings. An issue does not fail to satisfy the spending requirement for the third spending period above as a result of a Reasonable Retainage if the Reasonable Retainage is allocated to expenditures within 30 months of the issue date. Reasonable Retainage shall mean an amount, not to exceed five percent of Net Sale Proceeds as of the end of the 18-month expenditure schedule (in the case of the 18-month exception to the Rebate Requirement), that is retained for reasonable business purposes relating to the property financed with the issue. For example, a Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the issuer reasonably determines that a dispute exists regarding completion or payment. Appendix I-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (d) Expenditures for Governmental Purposes of the Issue. For purposes of the spending exceptions, expenditures for the governmental purposes of an issue include payments for interest, but not principal, on the issue and for principal or interest on another issue of obligations. The preceding sentence does not apply for purposes of the 18-month exception if those payments cause the issue to be a refunding issue. (e) De Minimis Rule. Any failure to satisfy the final spending requirement of the 18- month exception is disregarded if the issuer exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of three percent of the issue price of the issue or $250,000. (f) Special Rules Relating to Refundings. (1) Transferred Proceeds. In the event that a prior issue that might otherwise qualify for one of the spending exceptions is refunded, then for purposes of applying the spending exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent proceeds satisfy the requirements of one of the spending exceptions then they are not subject to rebate either as proceeds of the prior issue or of the refunding issue. Generally, the only spending exception applicable to refunding issues is the six-month exception. In applying the six-month exception to a refunding of a prior issue, only transferred proceeds of the refunding issue from a taxable prior issue and other amounts excluded from the definition of gross proceeds of the prior issue under the special definition of gross proceeds contained in section (b) above are treated as gross proceeds of the refunding issue and so are subject to the six- month exception applicable to the refunding issue. (2) Series of Refundings. In the event that an issuer undertakes a series of refundings for a principal purpose of exploiting the difference between taxable and tax-exempt interest rates, the six-month spending exception is measured for all issues in the series commencing on the date the first bond of the series is issued. (g) Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect to apply the spending exceptions separately to each loan from the date such loan is made or, if earlier, on the date on year after the date the pool bonds are issued. In the event this election is made, no spending exceptions are available and the normal Rebate Requirement applies to Gross Proceeds prior to the date on which the applicable spending periods begin. Appendix I-3 Form 8038-G (Rev. September 2018) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Bonds 10. Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Forrn 8038-GC. ► Go to www.lrs.gov/F8038G for instructions and the latest information. OMB No. 1545-0720 Part I Reporting Authority If Amended Return, check here ► 1 Issuer's name City of Miami, Florida 2 Issuer's employer identification number (EIN) 59-6000375 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) JoLinda Herring 3b Telephone number of other person shown on 3a 305-374-7349 4 Number and street (or P.O. box if mail is not delivered to street address) 1 SE 3rd Avenue Room/suite Ste. 2200 5 Report number (For IRS Use Only) 13 1 8 City, town, or post office, state, and ZIP code Miami, Florida 33131 7 Date of issue April 15, 2020 8 Name of issue Master Vehicle Lease Purchase Agreement 9 CUSIP number None toe Name and title of officer or other employee of the Issuer whom the IRS may call far more information (see instructions) Erica T. Paschal -Darling, Finance Director 10h Telephone number of officer or other employee shown on 10a 305-416-1328 Part II 11 12 13 14 15 16 17 18 19a b 20 Type of Issue (enter the issue price). See the instructions and attach schedule. Education Health and hospital Transportation Public safety Environment (including sewage bonds) Housing Utilities Other. Describe ► If bonds are TANs or RANs, check only box 19a if bonds are BANs, check only box 19b If bonds are in the form of a lease or installment sale, check box El Description of Bonds. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity 11 12 13 14 36,000, 000 00 15 16 17 18 21 01/01/2025 $ 36,000,000.00 $ 36,000,000.00 Uses of Proceeds of Bond Issue (including underwriters' discount) years (e) Yield VR % 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . 29 Total (add lines 24 through 28) 30 24 65,250 00 22 0 00 23 36,000,000 00 25 0 00 26 0 00 27 28 0 0 00 00 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part V 29 65,250 00 30 35,934,750 00 Description of Refunded Bonds. Complete this part only for refunding bonds, 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► N/A years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► N/A years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . ► N/A 34 Enter the date(s) the refunded bonds were issued". (MM/DD/YYYY) N/A For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637735 Form 8038-G (Rev. 9-2018) ** Because the Master Vehicle Lease Purchase Agreement is issued as a draw -down obligation, the weighted average maturity cannot be determined at this time THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Signature and Consent Paid Preparer Use Only Form 8038-G (Rev. 9-2018) Paget Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions 00 b Enter the final maturity date of the GIC ► (MM/DD/YYYY) N/A c Enter the name of the GIC provider ■ NIA 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 38a if this issue is a loan made from the proceeds of another tax-exempt issue, check box ■ b Enter the date of the master pool bond ► (MM/DD/YYYY) NIA a Enter the EIN of the issuer of the master pool bond d Enter the name of the issuer of the master pool bond ■ N/A 39 If the issuer has designated the issue under section 265(b)(3)(8)(i)(III) Ismail issuer exception), check box 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 41a If the issuer has identified a hedge, check here ■ ❑ and enter the following information: b Name of fledge provider ■ NIA ❑ Type of hedge ■ NIA d Term of hedge ■ N/A 42 If the issuer has superintegrated the hedge, check box ■ D 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► ❑ 35 0 00 N/A 36a 0 37 0 00 0 and enter the following information: I. ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . ► 45a If some portion of the proceeds was used to reimburse expenditures, check here ■ ❑ and enter the amount of reimbursement i b Enter the date the official intent was adopted I■ (MM/DD/YYYY) Under penalties of perjury. I declare that l have examined this return and accompanying schedules and steternenls, and to the best of my knowledge and belief, they are Irue, correct, an • omplete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this ret, n, to the person l have euthorizgd above. 7 Signature Issuer's aulh, fixed representative Print/Type preparers name JoLinda Herring Prep 5 1 oat ire Firrn'8 nine ■ Bryant Miller Olive P.A. Erica T. Paschal•Darling, Finance Director Date 04/1512020 Type or print name and tele Date 04/15/2020 Check ❑ if sell -employed P01085099 Fin -Ms EIN ■ 59.1315001 Firm's address D. 1 SE 3rd Avenue, Suite 2 r 0, Miami, Florida 33131 Phone no. 305-374-7349 Form 8038-G (Rev. g-201 e) Notice Of Sale Printed On: 4/6/2020 3:54:27PM Bond issue name: Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Sale date: 04/15/2020 Closing date: 04/15/2020 Submitted by: nquant@bmolaw.com Submission date: 04/01/2020 Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Last Save Date: 4/6/2020 3:52:35PM Printed On: 4/6/2020 3:53:02PM Issuer Name of Governmental Unit: City of Miami, Florida Mailing Address of Governmental Unit or its Manager: 3500 Pan American Drive Address 2: [blank] City: State: Zip Code: Miami FL 33133 Counties in which governmental unit has jurisdiction: Miami -Dade Type of Issuer: City Is the Issuer a Community Development District? No 1- z w w O N w zm O z Ia 7 U F J F a N Z CO m- N K W a O 2 • j Z O U w 2 m N U • F O a LL • z O z 1- O w Bond Information Bond Issue Detail(s): Name of Bond Issue Master Vehicle Lease Purchase Agreement Amount Issued 36,000,000.00 Interest Calculation Yield Arbitrage Yield 1.1686 Amount Authorized: 36,000,000.00 Dated Date: 04/15/2020 Sale Date: 04/15/2020 Delivery Date: 04/15/2020 Legal Authority For Issuance: Ch. 166, F.S. Type Of Issue: Lease -Purchase Is this a Private Activity Bond? No Specific Revenue(s) Pledged: Primary: Other Secondary: None Other: Non -Ad Valorem Revenues Purpose(s) of the Issue: Primary: Equipment Secondary: None Is this a Refunding Issue? No Page 1 of 5 Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Last Save Date: 4/6/2020 3:52:35PM Printed On: 4/6/2020 3:53:02PM Bond Refunding Issue Detail(s): Name of Refunding Issue [blank] Dated Date Original Par Value Par Value Refunded Type of sale: Negotiated Private Placement Insurance/Enhancements: No Credit Enhancement Rating(s): Moody's: NR S & P: NR Fitch: NR Other: [blank] Debt Service schedule provided by: Email Optional Redemption Provisions provided by: Email Participants Provide the name and address of the Senior Managing Underwriter or Sole Purchaser. Underwriter: Santander Bank, N.A. Mailing Address of Underwriter: 3 Huntington Quadrangle, Suite 101 Address 2: [blank] City: State: Zip Code: Melville NY 11747 Co -Underwriter: None Provide the names and addresses of any attorneys who advised the unit of local government with respect to the bond issue. Bond Counsel: Bryant Miller Olive P.A. Mailing Address of Bond Counsel: 1 SE 3rd Avenue, Suite 2200 Address 2: [blank] City: State: Postal Code: Miami FL 33131 Co -Bond Counsel: None Provide the names and addresses of any financial consultant who advised the unit of local government with respect to the bond issue. Financial Advisor/Consultant: PFM Financial Advisors LLC 1- z w w O V1 w z m O z i F U j • F O K W a02 V1 j 7 Z O W U 2mN 7 = U J F O a LL • O N U E z 1-O W Page 2 of 5 Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Last Save Date: 4/6/2020 3:52:35PM Printed On: 4/6/2020 3:53:02PM Mailing Address of Financial Advisor/Consultant: 2222 Ponce de Leon Blvd, 3rd Floor Address 2: [blank] City: State: Zip Code: Coral Gables FL 33134 Co -Financial Advisor/Consultant: None Other Professionals: [blank] Mailing Address of Other Professionals: [blank] Address 2: [blank] City: [blank] Paying Agent: Finance Director Registrar: Finance Director State: Zip Code: [blank] [blank] 1- z w w O co w z m O z i • U F J F z N z j F N K W a02 co j7 U W U 0 2mN U • J F o a LL • z 0 • z �Ow Fees Has any fee, bonus, or gratuity been paid by any underwriter or financial consultant, in connection with the bond issue, to any person not regularly employed or engaged by such underwriter or consultant? Fees Paid: Company Name Fee Paid Service provided or function served [blank] Have any other fees been paid by the unit of local government with respect to the bond issue, including any fee paid to attorneys of financial consultants? Total Bond Counsel Fees Paid: 60,250.00 Total Financial Advisor Fees Paid: 5,000.00 Other Fees Paid: Company Name Fee Paid Service provided or function served [blank] Filing of this form has been authorized by the official of the issuer identified below: Name: Erica T. Paschal -Darling, Finance Director Title: Governmental Officer primarily responsible for coordinating issuance of the bonds Page 3 of 5 Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Last Save Date: 4/6/2020 3:52:35PM Printed On: 4/6/2020 3:53:02PM Fees charged by Underwriter: Management Fee (per thousand par value): 0.00 OR Private Placement Fee: 0.00 Underwriter's expected gross spread (per thousand par value): 0.00 Respondent For additional information, the Division of Bond Finance should contact: Name: JoLinda Herring, Esq. Title: Bond Counsel Phone: 305-374-7349 Company: Bryant Miller Olive P.A. Mailing Address of Respondent: 1 SE 3rd Avenue, Suite 2200 Address 2: [blank] City: State: Zip Code: Miami FL 33131 Information relating to party completing this form (if different from above): Name: [blank] Title: [blank] Phone: [blank] Company: [blank] Mailing Address: [blank] Address 2: [blank] City: State: Zip Code: [blank] [blank] [blank] 1- z w w O N w zm O z F a 7 F J F N z 0 1- N K w a O 2 CA - j 7 U 0 W U 2 m N U • O a LL z O N � p z F O w Continuing Disclosure Page 4 of 5 Not to Exceed $36,000,000 City of Miami, Florida Master Vehicle Lease Purchase Agreement Last Save Date: 4/6/2020 3:52:35PM Printed On: 4/6/2020 3:53:02PM If the issuer is required to provide continuing disclosure information in accordance with SEC Rule 15C2-12, do you want the Division of Bond Finance to remind you of your filing deadline? No 1- z w w O N w z O z F a 7 F J F N z j 0F N K w a O 2 CA - j 7 U W U 0 2 m N U • O a LL • z O • z F O w Page 5 of 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CERTIFICATE RE INTEREST RATE In accordance with the provisions of Section 215.84(3), Florida Statutes, the undersigned official of the City of Miami, Florida (the "Lessee"), DOES HEREBY CERTIFY that as of the date hereof, the rate of interest (1.167%) on the amounts due by the Lessee under the Master Vehicle Lease Purchase Agreement dated June 20, 2019, by and between the Lessee and Santander Bank, N.A. (the "Agreement"), does not exceed an 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 Agreement was executed and delivered. This Certificate may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. DATED this 15th day of April, 2020. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Sandra Bridgem Chief Financial Officer THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. [Signature page to Interest Rate Certificate] CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Erica T. Paschal -Darling Finance Director Bryant Miller Olive April 15, 2020 The Honorable Mayor and City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Santander Bank, N.A. 3 Huntington Quadrangle, Suite 101N Melville, NY 11747 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Attorneys at Law SunTrust International Center 1 SE 3rd Avenue Suite 2200 Miami, FL 33131 Tel 305, 374.7349 Fax 305,374,0895 www.btnolaw.com Re: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019 ("Master Agreement") between Santander Bank, N.A. (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee), in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and Schedule No. 1 thereto dated as of April 15, 2020, in the total principal amount of Nine Million Two Hundred Fifty -Six Thousand Two Hundred Seventy-eight and 56/100 Dollars ($9,256,278.56) Ladies and Gentlemen: We have acted as Bond Counsel to the City of Miami, Florida (the "Lessee") in connection with the issuance by the Lessee of its aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) Master Vehicle Lease Purchase Agreement (the "Master Agreement") as supplemented by the Schedule No. 1 ("Schedule No. 1" and, together with the Master Agreement, the "Lease Agreement") by and between the Lessee and Santander Bank, N.A. (the "Lessor"), pursuant to and under the authority of the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the Charter of the Lessee and other applicable provisions of law, and pursuant to the terms of Resolution No. R-19-0207 adopted on May 23, 2019 by the Lessee (the "Authorizing Resolution"). In such capacity, we have examined such law and certified proceedings, certifications and other documents as we have deemed necessary to render this opinion. Any capitalized undefined terms used herein shall have the meaning set forth in the Authorizing Resolution or the Lease Agreement. As to questions of fact material to our opinion, we have relied upon representations of the Lessee contained in the Authorizing Resolution, the Lease Agreement and in the certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. We have not undertaken an independent audit, examination, investigation or inspection of such matters and have relied Atlanta • Jacksonville • Miami • Orlando • Tallahassee • Tampa • Washington, D.C. City of Miami, Florida Santander Bank, N.A. April 15, 2020 Page 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. solely on the facts, estimates and circumstances described in such proceedings and certifications. We have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. In rendering this opinion, we have examined and relied upon the opinion of even date herewith of Victoria Mendez, Esq., counsel to the Lessee, as to the due creation and valid existence of the Lessee, the due adoption of the Authorizing Resolution, the due execution and delivery of the Lease Agreement and the compliance by the Lessee with all conditions contained in ordinances and resolutions of the Lessee precedent to the execution of the Lease Agreement. The Lease Agreement does not constitute a general obligation or indebtedness of the Lessee within the meaning of any constitutional, statutory or other limitation of indebtedness and the holders thereof shall never have the right to compel the exercise of any ad valorem taxing power of the Lessee or taxation in any form on any real or personal property for the payment of the principal of or interest on the Lease Agreement. The payments due under the Lease Agreement in each fiscal year (the "Lease Payments") are payable from and subject to the annual appropriation of revenues of the Lessee budgeted and appropriated for the payment thereof, solely in the manner and to the extent provided in the Lease Agreement. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based on our examination, we are of the opinion, that, under existing law: 1. The Lease Agreement constitutes a valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms. 2. The Lease Agreement is a valid and binding limited obligation of the Lessee enforceable in accordance with its terms, payable solely from legally available non -ad valorem revenues of the Lessee lawfully appropriated in the manner and to the extent provided therein. 3. The interest component of the Lease Payments due under the Lease Agreement is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. The opinion set forth in the preceding sentence is subject to the condition that the Lessee complies with all requirements of the Internal Revenue Code of 1986, as amended, (the "Code") that must be satisfied subsequent to the execution and delivery of the Lease Agreement in order that the interest component of the Lease Payments due under the Lease Agreement be, and continue to be, excludable from City of Miami, Florida Santander Bank, N.A. April 15, 2020 Page 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. gross income for federal income tax purposes. The Lessee has covenanted in the Lease Agreement to comply with all such requirements. Failure to comply with certain of such requirements may cause the interest component of the Lease Payments due under the Lease Agreement to be included in gross income for federal income tax purposes retroactively to the date of delivery of the Lease Agreement. With respect to the opinions contained in the preceding paragraph, no opinion is expressed with respect to consequences under the Code of any payments to be received with respect to the Lease Agreement following termination of the Lease Agreement as a result of the occurrence of a non -appropriation of funds under Section 4.01 of the Master Agreement or an Event of Default thereunder. We render this opinion in reliance upon federal tax law and interpretations thereof in effect on the date of the delivery of the Lease Agreement. We note that pursuant to Internal Revenue Service Notice 2010-S1, each advance is a draw of principal on the Lease Agreement and this therefore treated as a separate "bond", issued on the date on which the Lessee receives the purchase price (the proceeds of such advance). Accordingly, the treatment for federal income tax purposes of interest on such advances of principal of the Lease Payment after the date hereof may be subject to changes in federal income tax law. We specifically express no opinion as to the impact of changes in federal income tax law on the exclusion from gross income of the interest component of the Lease Payments after the date hereof and assume no duty to update this opinion or provide notice of changes in federal tax law or the impact thereof on the opinions rendered thereby. We express no opinion herein regarding the perfection or priority of the lien, if any, on the equipment and the funds created under the Lease Agreement. We express no opinion as to compliance with public bidding requirements or procurement laws applicable to the Lessee with respect to the financing of the equipment. It is to be understood that the rights of the owners of the Lease Agreement and the enforceability thereof may be subject to the exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida and of the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. For purposes of this opinion, we have not been engaged or undertaken to review and, therefore, express no opinion herein regarding the accuracy, completeness or adequacy of any offering material relating to the Lease Agreement or any other financial information furnished by the Lessee to the Lessor as an inducement for the Lessor to accept the Lease Agreement. This opinion should not be construed as offering material, an offering circular, prospectus or official City of Miami, Florida Santander Bank, N.A. April 15, 2020 Page 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. statement and is not intended in any way to be a disclosure statement used in connection with the delivery of the Lease Agreement. In addition, we have not been engaged to and, therefore, express no opinion as to compliance by the Lessee or the Lessor with any federal or state statute, regulation or ruling with respect to the delivery of the Lease Agreement. Further, we express no opinion regarding federal income tax consequences arising with respect to the Lease Agreement other than as expressly set forth herein. Nothing contained herein is intended to either create an attorney -client relationship between the Lessor and our firm, or to create any duty on the part of this firm to amend or supplement this opinion following a change in any facts or laws upon which this opinion is predicated. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Respectfully submitted, BRYANT MILLER OLIVE P.A. nfideth-t to.A. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (Cit of 4FIliamt Victoria Mendez City Attorney April 15, 2020 The Honorable Mayor and City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Santander Bank, N.A. 3 Huntington Quadrangle, Suite 101N Melville, NY11747 Bryant Miller Olive 1 South East 3rd Avenue, Suite 2200 Miami, Florida 33131 Telephone: t3051 416-1800 Telecopier: 13051 41 6-1B01 E-MAIL: Law rniamigov.com Re: Master Vehicle Lease Purchase Agreement dated as of June 20, 2019 ("Master Agreement') between Santander Bank, N.A. (Lessor) and City of Miami, a municipal corporation of the State of Florida (Lessee), in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and Schedule No. 1 thereto dated as of April 15, 2020, in the total principal amount of Nine Million Two Hundred Fifty -Six Thousand Two Hundred Seventy -Eight Dollars and 56/100 ($9,256, 278. 56) Ladies and Gentlemen: I am the City Attorney for the City of Miami, Florida (the "Lessee" and the "City") and have served in such capacity since September, 2013. My Office of the City Attorney and I have served as Counsel to the Lessee and we are furnishing this opinion of Counsel, in connection with the financing of vehicles for the City's public purposes pursuant to the Master Vehicle Lease Purchase Agreement dated as of June 1,2019 ("Master Agreement") between Santander Bank, N.A. (the "Lessor") and City of Miami, a municipal corporation of the State of Florida (the "Lessee"), in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and Schedule No. 1 thereto dated as of April 15, 2020, in the total principal amount of Nine Million Two Hundred Fifty -Six Thousand Two Hundred Seventy -Eight Dollars and 56/100 ($9,256, 278. 56) ("Schedule No. 1) (collectively, the "Lease"). The City as Lessee is entering into the Lease pursuant to Miami City Commission Resolution No. R-19-0207, adopted May 23, 2019 (the "Authorizing Resolution", a copy of which is attached to and incorporated by the Lease), which (20-749 1321240) OFFICE OF THE CITY ATTORNEY / 444 S.W. 2nd Avenue, Suite 945 / Miami, Florida 33130-1910 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The Honorable Mayor and City Commission Santander Bank, N.A. Bryant Miller Olive April 15, 2020 Page 2 authorized the selection of the proposal submitted by Santander Bank, N. A. (the "Lessor") for the provision of capital financing in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) for the Lease/Purchase acquisition of approximately five hundred forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, the "Equipment") and for the payment of the financing costs of the same. The Authorizing Resolution further authorized the City Manager to negotiate and execute the Lease for said vehicles, in a form acceptable to the City Attorney. The Office of the City Attorney has examined the foregoing Lease and such other documents, instruments, proceedings, public records, and matters of law, as we have deemed necessary to render the requested opinion. In such examination, we have assumed the genuineness of all signatures on all documents (other than those of City officials), the authenticity of all documents submitted to us as originals, and the legal capacity of all natural persons executing documents, resolutions, certifications, reports, and any other items related to the Lease and the execution thereof. The payments due under the Lease in each fiscal year (the "Lease Payments") are payable from and subject to the annual appropriation of revenues of the Lessee budgeted and appropriated for the payment thereof, solely in the manner and to the extent provided in the Lease. Based on such participation, examination, 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 federal and State tax matters and securities laws, and in reliance upon the certificates of the Lessor and City Officials, and subject to the reservations set forth herein, I am of the opinions that: 1. The City as the Lessee is a municipal corporation, duly created and validly existing under the Constitution and Statutes of the State of Florida (the "State"), particularly Chapter 166, Florida Statutes, and a local government unit within the meaning of Section 1.103-1(b) of the Internal Revenue Code of 1986, as amended (the "IRS Code"), authorized to borrow and to finance the Equipment through its obligations under the Lease on its own behalf under the laws of the State. 2, The Lessee has duly approved and adopted the Authorizing Resolution, and has duly authorized all necessary undertakings and actions by City officials in connection therewith. 3. Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the Lease and to perform its obligations under the Lease. The Lease and the other documents either attached thereto or required therein pursuant to the Authorizing Resolution have been duly authorized, approved and executed by and on behalf of Lessee, the persons executing the Lease and the related closing documents on behalf of the Lessee are duly authorized to sign in accordance with the City's procedures, their respective signatures are valid and enforceable signatures on behalf of the City, and the Lease is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms. 4. The authorization, approval and execution of the Lease and all other proceedings and conditions of Lessee relating to the transactions contemplated thereby have been performed in accordance (20-749 1321240) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The Honorable Mayor and City Commission Santander Bank, N.A. Bryant Miller Olive April 15, 2020 Page 3 with all open meeting laws, public bidding laws, the Authorizing Resolution, applicable City ordinances, and all other applicable State laws. 5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meaning as in the foregoing Agreement and the Authorizing Resolution. I am an attorney qualified to practice law only in the State of Florida and express no opinion as to the laws of any other state (including any laws which may be applicable by virtue of the application of the choice of law provisions under State law). No opinion is expressed herein as to the compliance with State or federal tax matters and securities laws. The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or resulting from bankruptcy, insolvency, debt adjustment, moratorium, reorganization, or other similar laws affecting creditors' rights and judicial discretion and the valid exercise of the sovereign police powers of the State and the Constitutional powers of the United States of America. This opinion should not be construed as offering material or an offering circular, prospectus, or official statement and is not intended in any way to be a disclosure statement used in connection with the financing of the Equipment pursuant to the Lease. My opinions expressed herein are predicated upon present law (and interpretation thereof), facts, and circumstances, and I assume no affirmative obligation to update the opinions expressed herein if such laws (and interpretations thereof), facts, or circumstances change after the date hereof. No one, other than the specific addressees named above, is entitled to rely upon the statements made and conclusions expressed within this opinion. ry truly yours, ictoria Mendez, Esq BLM/RJJ (20-749 s/RJJ) (20-749 1321240) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. INCUMBENCY CERTIFICATE We, Todd B. Hannon, City Clerk, and Victoria Mendez, City Attorney of the City of Miami, Florida (the "City"), DO HEREBY CERTIFY that: 1. Todd B. Hannon is the duly appointed and qualified City Clerk of the City and in such capacity he keeps the records and the acts and proceedings and the minutes of the meeting of the City Commission (the "City Commission") and has general charge of the books, records and official seal of the City. 2. Resolution No. R-19-0207 adopted on May 23, 2019 (the "Authorizing Resolution"), relating to the not to exceed $36,000,000.00 Master Vehicle Lease Purchase Agreement (the "Lease Agreement") is as of this date, in full force and effect as adopted without modification or change whatsoever. 3. The following persons constitute the duly qualified and elected Mayor and members of the City Commission and the expiration of their respective terms of office: Name Office Expiration of Term Francis Suarez Mayor November 2021 Keon Hardemon Chair November 2021 Ken Russell Vice Chair November 2023 Alex Diaz de la Portilla Commissioner November 2023 Joe Carollo Commissioner November 2021 Manolo Reyes Commissioner November 2023 4. All of the above named persons have duly filed their oaths of office and such of them as are required to file bonds have filed such bonds in the amount required by law. [Remainder of page intentionally left blank] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title City Manager Chief Financial Officer City Attorney Deputy City Attorney City Clerk Finance Director Management and Budget Director Risk Management Director Property Casualty Manager Director of General Services Administration Assistant Director of General Services Administration Name Authur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Todd B. Hannon Erica T. Paschal -Darling Christopher Rose Anne -Marie Sharpe Francisco Gomez Ricardo Falero Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are ge the seal affixed hereto is the official seal of the City. Arthur Noriega V City Manager Sandra Bridgeman Chief Financial Officer Victoria Mendez, Esq. City Attorney Barnaby L. Min, Esq. Deputy City Attorney Anne -Marie Sharpe Risk Management Director Francisco Gomez Property Casualty Manager Erica T. Paschal -Darling Finance Director Christopher Rose Management and Budget Director Ricardo Falero Director of General Administration Services Jennifer Ramirez Assistant Director of General Administration Services 2 ine signatures and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title Name City Manager Arthur Noriega V Chief Financial Officer Sandra Bridgeman City Attorney Victoria Mendez, Esq. Deputy City Attorney Barnaby L. Min, Esq. City Clerk Todd B. Hannon Finance Director Erica T. Paschal -Darling Management and Budget Director Christopher Rose Risk Management Director Anne -Marie Sharpe Property Casualty Manager Francisco Gomez Director of General Services Administration Ricardo Falero Assistant Director of General Services Administration Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City. Arthur Noriega V City Manager Sandra Bridgeman Chief Financial Officer Victoria Mendez, Esq. City Attorney Barnaby L. Min, Esq. Deputy City Attorney Anne -Marie Sharpe Risk Management Director Francisco Gomez Property Casualty Manager Erica T. Paschal -Darling Finance Director Christopher Rose Management and Budget Director Ricardo Falero Director of General Administration Services Jennifer Ramirez Assistant Director of General Administration Services 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title City Manager Chief Financial Officer City Attorney Deputy City Attorney City Clerk Finance Director Management and Budget Director Risk Management Director Property Casualty Manager Director of General Services Administration Assistant Director of General Services Administration Name Arthur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Todd B. Hannon Erica T. Paschal -Darling Christopher Rose Anne -Marie Sharpe Francisco Gomez Ricardo Falero Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City. Arthur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Anne -Marie Sharpe Francisco Gomez Erica T. Paschal -Darling Christopher Rose Ricardo Falero Jennifer Ramirez City Manager Chief Financial Officer City Attorney Deputy City Attorney Risk Management Director Property Casualty Manager Finance Director Management and Budget Director Director of General Administration Services Assistant Director of General Administration Services 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title City Manager Chief Financial Officer City Attorney Deputy City Attorney City Clerk Finance Director Management and Budget Director Risk Management Director Property Casualty Manager Director of General Services Administration Assistant Director of General Services Administration Name Arthur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Todd B. Hannon Erica T. Paschal -Darling Christopher Rose Anne -Marie Sharpe Francisco Gomez Ricardo Falero Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City. Arthur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Anne -Marie Sharpe Francisco Gomez Erica T. Paschal -Darling Christopher Rose Ricardo Falero Jennifer Ramirez City Manager Chief Financial Officer City Attorney Deputy City Attorney Risk Management Director Property Casualty Manager Finance Director Management and Budget Director Director of General Administration Services Assistant Director of General Administration Services 2 1/06-4-- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title Name City Manager Arthur Noriega V Chief Financial Officer Sandra Bridgeman City Attorney Victoria Mendez, Esq. Deputy City Attorney Barnaby L. Min, Esq. City Clerk Todd B. Hannon Finance Director Erica T. Paschal -Darling Management and Budget Director Christopher Rose Risk Management Director Anne -Marie Sharpe Property Casualty Manager Francisco Gomez Director of General Services Administration Ricardo Falero Assistant Director of General Services Administration Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City. Arthur Noriega V City Manager Sandra Bridgeman Chief Financial Officer Victoria Mendez, Esq. City Attorney Barnaby L. Min, Esq. Deputy City Attorney Anne -Marie Sharpe Risk Management Director Francisco Gomez Property Casualty Manager Erica T. Paschal -Darling Finance Director Christopher Rose Management and Budget Director Ricardo Falero Director of General Administration Services Jennifer Ramirez Assistant Director of General Administration Services 2 THIS DOCUMENT'S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title City Manager Chief Financial Officer City Attorney Deputy City Attorney City Clerk Finance Director Management and Budget Director Risk Management Director Property Casualty Manager Director of General Services Administration Assistant Director of General Services Administration Name Authur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Bamaby L. Min, Esq. Todd B. Hannon Erica T. Paschal -Darling Christopher Rose Anne -Marie Sharpe Francisco Gomez Ricardo Falero Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City, Arthur Noriega V City Manager Sandra Bridgeman Chief Financial Officer Victoria Mendez, Esq. City Attorney Bamaby L. Min Deputy City Attorney Anne -Marie Sharpe Risk Management Director Francisco Gomez Property Casualty Manager Erica T. Paschal -Darling Finance Director Christopher Rose Management and Budget Director Ricardo Falero Director of General Administration Services Jennifer Ramirez Assistant Director of General Administration Services 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 5. The persons named below are, on the date hereof, the duly qualified officials or officers of the City: Title City Manager Chief Financial Officer City Attorney Deputy City Attorney City Clerk Finance Director Management and Budget Director Risk Management Director Property Casualty Manager Director of General Services Administration Assistant Director of General Services Administration Name Authur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min, Esq. Todd B. Hannon Erica T. Paschal -Darling Christopher Rose Anne -Marie Sharpe Francisco Gomez Ricardo Falero Jennifer Ramirez All of the above named persons who are required to file oaths of office and bonds have duly filed the same in the manner and in the amount required by law. 6. The following signatures of the officials of the City are genuine signatures and the seal affixed hereto is the official seal of the City. Arthur Noriega V Sandra Bridgeman Victoria Mendez, Esq. Barnaby L. Min Anne -Marie Sharpe Francisco Gomez Erica T. Paschal -Darling Christopher Rose Ricardo Falero Jennifer Ramirez City Manager Chief Financial Officer City Attorney Deputy City Attorney Risk Management Director Property Casualty Manager Finance Director Management and Budget Director Director of General Administration Services Assistant Director of General Administration Services 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 7. The undersigned City Clerk of the City hereby certifies that the signatures of the City Manager, the Chief Financial Officer, the City Attorney, the Deputy City Attorney, the Risk Management Director, the Property Casualty Manager, the Finance Director, the Management and Budget Director, the Director of General Administration Services and the Assistant Director of General Administration Services which appear above are true and genuine and that I know said officers and know them to hold the offices set opposite their names. 8. This Incumbency Certificate may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same certificate. Facsimile, .pdf and other electronic signatures to this Incumbency Certificate shall have the same effect as original signatures. [Remainder of page intentionally left blank] 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (SEAL) Dated the 15th day of April, 2020. CITY OF MIAMI, FLORIDA, a municipal corporation City Clerk Signature Page to the Incumbency Certificate 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The undersigned City Attorney certifies that the signature of the City Clerk which appears above is true and genuine and that I know said officer and know him to hold the office set below his name. By: Victoria Mendez City Attorney Signature Page to the Incumbency Certificate 5 Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAIM Page 1 SOURCES AND USES OF FUNDS City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Sources: Bond Proceeds: Par Amount 9,256,278.56 9,256,278.56 Uses: Project Fund Deposits: Project Fund 9,191,028.56 Delivery Date Expenses: Cost of Issuance 65,250.00 9,256,278.56 1- z w OV1 �w zm O z 7 U F J N K W 2 V1 j 7 Z O W U 2 m N 7 = U J F O Q LL • z O u 3 2 z O mow Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAw) Page 2 BOND SUMMARY STATISTICS City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Dated Date 04/15/2020 Delivery Date 04/15/2020 Last Maturity 01/01/2025 Arbitrage Yield 1.170147% True Interest Cost (TIC) 1.170147% Net Interest Cost (NIC) 1.172942% All -In TIC 1.435321% Average Coupon 1.172942% Average Life (years) 2.728 Duration of Issue (years) 2.688 Par Amount 9,256,278.56 Bond Proceeds 9,256,278.56 Total Interest 296,169.78 Net Interest 296,169.78 Total Debt Service 9,552,448.34 Maximum Annual Debt Service 1,910,489.67 Average Annual Debt Service 2,027,642.34 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Bond Component Par Average Average Value Price Coupon Life Bond Component 9,256,278.56 100.000 1.173% 2.728 9,256,278.56 2.728 Par Value + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts TIC All -In Arbitrage TIC Yield 9,256,278.56 9,256,278.56 9,256,278.56 -65,250.00 Target Value 9,256,278.56 9,191,028.56 9,256,278.56 Target Date 04/15/2020 04/15/2020 04/15/2020 Yield 1.170147% 1.435321% 1.170147% 1- z w w 0 N �w zm 0 z Ia 7 U F J Ia N Z 7.— N K w ▪ 0 2 V1 j 7 Z 0 wv0 2 m N U -I• F O Q LL • Z0 N p I-O w Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAw) Page 3 Bond Component BOND PRICING City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Maturity Date Amount Rate Yield Price Bond Component: 01/01/2021 1,832,174.61 1.167% 1.167% 100.000 01/01/2022 1,823,850.38 1.167% 1.167% 100.000 01/01/2023 1,845,134.71 1.167% 1.167% 100.000 01/01/2024 1,866,667.43 1.167% 1.167% 100.000 01/01/2025 1,888,451.43 1.167% 1.167% 100.000 9,256,278.56 Dated Date 04/15/2020 Delivery Date 04/15/2020 First Coupon 01/01/2021 Par Amount 9,256,278.56 Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 9, 256, 278.56 100.000000% 9, 256, 278.56 100.000000% Net Proceeds 9,256,278.56 1- z w w O N �w zm O z Ia 7 F J N z 0 1- N K w ▪ O 2 CA - j 7 U W U 0 2 m N U • O Q LL • z O 2 z O �w Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAIM Page 4 BOND DEBT SERVICE City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Period Ending Principal Coupon Interest Debt Service 01/01/2021 1,832,174.61 1.167% 78,315.06 1,910,489.67 01/01/2022 1,823,850.38 1.167% 86,639.29 1,910,489.67 01/01/2023 1,845,134.71 1.167% 65,354.96 1,910,489.67 01/01/2024 1,866,667.43 1.167% 43,822.24 1,910,489.67 01/01/2025 1,888,451.43 1.167% 22,038.23 1,910,489.66 9,256,278.56 296,169.78 9,552,448.34 1- z w w O N w z O z Ia 7 U F J z N Z 7 F N K w ▪ 0 2 V1 j7 U W U 0 2 m N U � F O Q LL • z0 N � p 2 z O F w Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAIM Page 5 BOND DEBT SERVICE City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Period Annual Ending Principal Coupon Interest Debt Service Debt Service 01/01/2021 1,832,174.61 1.167% 78,315.06 1,910,489.67 1,910,489.67 01/01/2022 1,823,850.38 1.167% 86,639.29 1,910,489.67 1,910,489.67 01/01/2023 1,845,134.71 1.167% 65,354.96 1,910,489.67 1,910,489.67 01/01/2024 1,866,667.43 1.167% 43,822.24 1,910,489.67 1,910,489.67 01/01/2025 1,888,451.43 1.167% 22,038.23 1,910,489.66 1,910,489.66 9,256,278.56 296,169.78 9,552,448.34 9,552,448.34 1- z w w O co �w zm O z a 7 U co m— F J N K W O 2 CA j 7 Z O w U 2 m N 7 U J F O Q LL oZ0 N U 2 z O 1— w Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAIM Page 6 COST OF ISSUANCE City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Cost of Issuance $/1000 Amount Bond Counsel Fee 6.50910 Financial Advisor Fee 0.54017 60,250.00 5,000.00 7.04927 65,250.00 Apr 7, 2020 12:12 pm Prepared by PFM Financial Advisors LLC (Finance 8.500 Miami:LEASE-2020DRAw) Page 7 FORM 8038 STATISTICS City of Miami, Florida 2020 Draw (Santander Equipment Lease) Final Numbers Dated Date 04/15/2020 Delivery Date 04/15/2020 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 01/01/2021 1,832,174.61 1.167% 100.000 1,832,174.61 1,832,174.61 01/01/2022 1,823,850.38 1.167% 100.000 1,823,850.38 1,823,850.38 01/01/2023 1,845,134.71 1.167% 100.000 1,845,134.71 1,845,134.71 01/01/2024 1,866,667.43 1.167% 100.000 1,866,667.43 1,866,667.43 01/01/2025 1,888,451.43 1.167% 100.000 1,888,451.43 1,888,451.43 9,256,278.56 9,256,278.56 9,256,278.56 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 01/01/2025 1.167% 1,888,451.43 1,888,451.43 Entire Issue 9,256,278.56 9,256,278.56 2.7279 1.1701 Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund 0.00 65,250.00 0.00 0.00 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. pfm Closing Memorandum To: Working Group From: PFM Financial Advisors LLC Re: City of Miami, Florida (the "City") Master Vehicle Lease, First Tranche (the "Master Lease") Closing Wire Instructions 2222 Ponce de Leon Blvd 3,d Floor Coral Gables, FL 33134 786-671-7481 305-448-7131 fax April 15, 2020 Closing Closing for the Master Lease will occur simultaneously upon receipt of funds by the City on Wednesday, April 15, 2020 at approximately 10:00 A.M. Upon confirmation of the wire transfers stated in this Memo, an e-mail will be circulated to the group to confirm closing. Sources and Uses of Funds — First Draw Sources Par Amount $9,256,278.56 Total: S9,256,278.56 Uses Project Fund Deposits $9,191,028.56 Costs of Issuance 65,250.00 Total: S9,256,278.56 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Master Lease First Tranche Page 2 Total Transfers at Closing The transfer from Santander Bank, N.A. ("Lessor") at closing is $9,256,278.56, consistent with the first draw of the Lease. Wires For the closing of the Master Lease, the following wires will occur. Note the wire transfers do not constitute an allocation for purposes of the requirements of the lease documents or for purposes of applicable federal tax requirements. Wire #1: Lessor will transfer $9,256,278.56. Of this amount, $9,191,028.56 will be used to purchase equipment and reimburse the City for previous expenditures made for equipment, as necessary. $65,250.00 of this amount will be used to pay the costs of issuance related to the Master Lease, and will be wired to the City as seen below. ABA 121000248 Wells Fargo Bank Act No: 2696204833948 Acct Name: City of Miami Main Depository Attn: Karmen Stewart 1 Independent Drive - 8th Floor Jacksonville, FL 32202 RE: 2020 Fleet Lease Program — Draw 1 Costs of Issuance: Special Tax Counsel $60,250.00 Financial Advisor $5,000.00 If you have any questions or require any additional information, please do not hesitate to contact Pete Varona at (786) 671-7481. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM T0: Arthur Noriega V City Manager DATE: September 4, 2020 SUBJECT: Approval of finding to waive competitive sealed bidding methods for Santander Amendment FROM: Erica T. Paschal -Darling, CPA REFERENCES: Finance Director Paschal, ErDigitally signed by Paschal, Erica Erica Date:2020.09.0415:05:03-04'00' ENCLOSURES: On April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. ("PFM"), issued a Request for Proposals ("RFP") solicitation process on behalf of the City to the banking and financial industry to obtain a means of financing the lease acquisition of fleet vehicles with the lowest cost for funds based on the current market at the most favorable terms possible for the resulting Financing Lease/Purchase Agreement ("Agreement"). The RFP resulted in an Agreement with Santander Bank for the provision of capital financing in a not to exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) for the lease/purchase acquisition of fleet vehicles. The interest rate calculation for this agreement is: (LIBOR *74%) + Spread = All -In Rate. The City was recently informed by Santander Bank that they completed their annual credit/rate review for the current Agreement. Due to the significant decline in the Capital Markets over the past 12 months, Santander was unable to continue funding under this current calculation. This is mainly due to the decrease in the average 2-year life of the LIBOR that is included in the rate calculation. Santander Bank requested an increase in the index spread to the 5-year term to offset the decrease in the LIBOR. For illustrative purposes please see below: Indicative Rate in RFP — 2.46% Indicative Rate after accepting their proposal - 1.8076% In addition, Santander Bank has agreed to cap the rate at 1.9186% through March 30, 2021. The City's financial advisors believe this proposal to be fair and reasonable. There is approximately $27 million capacity remaining under the Agreement, of which approximately $16 million has been expended and a draw request will be completed 11Page, Santander Bid Waive THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. immediately if the item is approved. This memo serves as a request for a competitive bid waiver to amend the interest rate calculation included in the Agreement with Santander Bank. Amending the agreement with Santander Bank would expedite the replenishment of the City's cash flow. Pursuant to section, 18-85, as amended, it is respectfully recommended that you, as the City Manager, waive competitive sealed bidding methods via this written finding and reasons herein. Said waiver shall need to be ratified, confirmed, and approved by the Miami City Commission by a four -fifths (4/5ths) affirmative vote during an advertised public hearing. Your signature below confirms your approval of waiving competitive sealed bidding methods to amend the interest rate calculation included in the Agreement with Santander Bank . If you require any further information, then please do not hesitate to contact Erica T. Paschal, Finance Director at 305-416-1328. Approved: Arthur Noriga V, City Manager 2IPage, Santander Bid Waiver Date: q SUBSTITUTED COMPOSITE EXHBIT A Master Resolution, Master Agreement, and Findings and Recommendations Memorandum SUBSTITUTED CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM T0: Arthur Noriega V City Manager FROM: Erica T. Paschal -Darling, CPA Finance Director Paschal, ErDigitally signed by Paschal, Erica Erica Date:2020.09.0415:05:03-04'00' DATE: September 4, 2020 SUBJECT: Approval of finding to aive competitive sealed %idding methods for Santander Am•rndment REFERENCES: ENCLOSURES: On April 22, 2019, the City's Financial Advisor, Public Financial Management, Inc. ("PFM"), issued a Request for Proposals ("RFP") solici tion process on behalf of the City to the banking and financial industry to obtain means of financing the lease acquisition of fleet vehicles with the lowest cost for f ds based on the current market at the most favorable terms possible for the r suiting Financing Lease/Purchase Agreement ("Agreement"). The RFP resulted in n Agreement with Santander Bank for the provision of capital financing in a not to a eed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) . or the lease/purchase acquisition of fleet vehicles. The interest rate calculation for kiis agreement is: (LIBOR *74%) + Spread = All -I Rate. The City was recently informed ►.y Santander Bank that they completed their annual credit/rate review for the curr: nt Agreement. Due to the significant decline in the Capital Markets over the pa- 12 months, Santander was unable to continue funding under this current calculati• . This is mainly due to the decrease in the average 2-year life of the LIBOR that is ' cluded in the rate calculation. Santander Bank requested an increase in the index s• ead to the 5-year term to offset the decrease in the LIBOR. For illustrative purposes • ease see below: Indicative Rate i RFP — 2.46% Indicative Rate after accepting their proposal - 1.8076% In addition Santander Bank has agreed to cap the rate at 1.9186% through March 30, 2021. T - City's financial advisors believe this proposal to be fair and reasonable. The - is approximately $27 million capacity remaining under the Agreement, of which a roximately $16 million has been expended and a draw request will be completed 1iPage, antander Bid Waive SUBSTITUTED immediately if the item is approved. This memo serves as a request for a competitiv bid waiver to amend the interest rate calculation included in the Agreement w h Santander Bank. Amending the agreement with Santander Bank would expedit= the replenishment of the City's cash flow. Pursuant to section, 18-85, as amended, it is respectfully recommended that ou, as the City Manager, waive competitive sealed bidding methods via this written finding and reasons herein. Said waiver shall need to be ratified, confirmed, and - •proved by the Miami City Commission by a four -fifths (4/5ths) affirmative vote dur g an advertised public hearing. Your signature below confirms your approval of waiving co •etitive sealed bidding methods to amend the interest rate calculation included in the Agreement with Santander Bank . If you require any further information, the please do not hesitate to contact Erica T. Paschal, Finance Director at 305-416-13 Approved: Date: q Arthur Noriga V, City Manager 2IPage Santander Bid Waiver