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HomeMy WebLinkAboutExhibit CEXHIBIT C FORM OF LENDER'S AND BONDHOLDER'S CERTIFICATE (final form and all exhibits/attachments thereto to be completed at closing) Sterling National Bank (the "Lender") is extending credit to the City of Miami, Florida (the "City"), evidenced by the Twenty -Seven Million Dollars ($27,000,000.00) Tax -Exempt Special Obligation Revenue Bond, Series 2021 (FP&L Undergrounding Project) (the "Bond"), to hold for its own account to maturity or earlier prepayment and has no present intent to distribute or sell any interest therein or portion thereof other than to an affiliate of the Lender, provided that the Lender retains the right at any time upon prior written notice to the City to dispose of the Bond in whole, but not in part(s), but agrees that any such sale, transfer or distribution by the Lender shall be made in accordance with applicable law and the provisions of the Bond and the related Loan Agreement. The Lender is not acting as broker or other intermediary. The Lender has required that as a condition to making such loan, that no CUSIP numbers be obtained and that the Bond not be made DTC eligible. No inference should be drawn that the Lender, in the acceptance of the Bond, is relying on Bryant Miller Olive P.A., Bond Counsel or the City Attorney's Office, as to any such matters other than the legal opinions rendered by Bond Counsel and by the City Attorney. The Lender is a lender that regularly extends credit by making loans in the form of state and local government obligations; has knowledge and experience in financial and business matters that make it capable of evaluating the City, the Bond and the risks associated with the making of such loan; and has the ability to bear the economic risk of extending the credit evidenced by the Bond. Sterling National Funding Corp., a New York corporation is a wholly -owned subsidiary of the Lender ("SNFC"), and shall be the bondholder on behalf of the Lender ("Bondholder"). The Lender and the Bondholder each acknowledges that the Bond is not a general obligation of the City or payable from ad valorem tax revenues, and that the payment of the Bond is secured solely from the sources described in the Bond. The Lender and the Bondholder each acknowledges on behalf of the Bondholder that it is (a) a "qualified institutional buyer" as defined in Rule 144A promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or (b) an "accredited investor" as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act. The Lender and the Bondholder are not acquiring the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. The Lender and the Bondholder each acknowledges that it has conducted its own investigation of the financial condition of the City and of the security for the payment of the principal of and interest on the Bond, and has obtained such information regarding the Bond, the City and its operations, financial condition and financial prospects as the Lender and the Bondholder each deems necessary to make an informed credit decision with respect to the making of the loan evidenced by the Bond. The Lender and the Bondholder each acknowledges that (a) the Bond (i) has not been registered under the Securities Act of 1933, as amended, (ii) has not been registered or otherwise qualified for sale under the securities laws of any state, (iii) will not be listed on any securities exchange, and (iv) will carry no rating from any rating agency; and (b) there is no established market for the Bond and that none is likely to develop. The Lender and the Bondholder each acknowledges that (a) the making of the loan evidenced by the Bond is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, and (b) the City has not prepared or caused to be prepared, any official statement, private placement memorandum or other offering document, or other disclosure document. The Lender and the Bondholder each acknowledge that it is not acting as a fiduciary for the City or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary in connection with its making of the loan evidenced by the Bond. The Lender and the Bondholder each acknowledges that it has not acted as an agent or served as the City's municipal advisor (as defined in Section 15B of the Securities and Exchange Act of 1934). Each of the Lender and the Bondholder has acknowledged that it has no fiduciary duty to the City, and that it is entering into an arm's length transaction involving extending credit to the City evidenced by the Bond. The Lender and the Bondholder have not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the City (including to any financial advisor or any placement agent engaged by the City) with respect to the structuring, issuance, sale or delivery of the Bond. The Lender and the Bondholder express -no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the City or its financial advisor or placement agent. The Lender and the Bondholder each acknowledges that PFM Financial Advisors LLC ("Financial Advisor") is relying on the representations contained herein for purposes of the Municipal Advisor's determination (i) that this transaction meets the requirements for being a qualified exception for purposes of MSRB Rule G-34, and (ii) that the Financial Advisor as a 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 Bond. The undersigned on behalf of the Lender and the Bondholder, respectively, represent to the City, Bond Counsel, and the Financial Advisor, that each such person signing and attesting below is legally authorized by the Lender and by the Bondholder to make such representations and attestation in this Lender's and Bondholder's Certificate, as set forth in the Lender's and the Bondholdler's respective evidences of corporate authorization attached hereto and incorporated hereby . DATED this of , 2021. STERLING NATIONAL BANK, as Lender By: Attest: Name: By: Title: Name: Title: ATTEST: By: Name: Title: STERLING NATIONAL FUNDING CORP., a New York corporation, a wholly -owned subsidiary of the Lender as Bondholder Attachments: Lender's and Bondholder's respective evidences of corporate authorization