HomeMy WebLinkAboutExhibit DEXHIBIT D
FORM OF DISCLOSURE LETTER
(final form and all exhibits/attachments thereto to be completed at closing)
Following a competitive selection process, the undersigned (the "Lender"),
proposes to negotiate an extension of credit with City of Miami, Florida (the "City") for the
private acquisition of the City's Twenty -Seven Million Dollars ($27,000,000.00) Tax -
Exempt Special Obligation Revenue Bond, Series 2021(FP&L Undergrounding Project)
(the "Bond"). Prior to the award of the Bond, the following information is hereby
furnished to the City:
1. Set forth is an itemized list of the nature and estimated amounts of
expenses to be incurred for services rendered to us, the Lender, in connection with the
issuance of the Bond (such fees and expenses to be paid by the Lender):
Dollars ($
Bank's Counsel Fees
2. (a) No other fee, bonus or other compensation is estimated to be paid
by the Lender in connection with the issuance of the Bond to any person not regularly
employed or retained by the Lender (including any "finder" as defined in Section
218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be
incurred by the Lender, as set forth in paragraph (1) above.
(b) No person has entered into an understanding with the Lender
including 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"), or to the knowledge of the Lender and the Bondholder, with the City, for
any paid or promised compensation or valuable consideration, directly or indirectly,
expressly or implied, to act solely as an intermediary between the City and the Lender
(including the Bondholder) or to exercise or attempt to exercise any influence to effect
any transaction in the acquisition of the Bond.
3. The amount of the underwriting spread expected to be realized by the
Lender is $ 0
4. The management fee to be charged by the Lender is $ 0 .
5. Truth -in -Bonding Statement:
It is the Lender's understanding and the Bondholder's understanding that the
Bond is being issued primarily to finance the City's portion of the cost of the Project (as
defined in Resolution).
Unless earlier prepaid, the Bond is expected to be repaid by ; at an
annual interest rate of 2.46%, total interest paid over the life of the Bond is estimated to
be
The Bond will be payable solely from the Pledged Revenues of the City, in the
manner and to the extent described in Resolution No. of the City adopted on
June , 2021 (the "Resolution"). See the Resolution for a definition of Pledged
Revenues. Issuance of the Bond is estimated to result in an annual maximum of
approximately $ of revenues of the City not being available to finance the
services of the City during the life of the Bond. This paragraph is provided pursuant to
Section 218.385, Florida Statutes.
6. The name and address of the Lender are as follow:
Sterling National Bank
500 Seventh Avenue, 3rd Floor
New York, New York 10018
Attention: Public Sector Finance
The name and address of the Bondholder are as follow:
Sterling National Funding Corp.
Attention:
The undersigneds respectively on behalf of the Lender and on behalf of the Bond
holder each represent to the City, Bond Counsel, and the Financial Advisor, that each
such person signing and attesting below is legally authorized, respectively, by the
Lender and by the Bondholder to make such representations in this Disclosure Letter, as
set forth in the Lender's and Bondholder's respective evidences of corporate
authorization attached hereto and incorporated hereby .
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter
on behalf of the Lender this day of , 2021.
STERLING NATIONAL BANK
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
STERLING NATIONAL FUNDING CORP.,
a New York corporation, a wholly -owned
subsidiary of the Lender as Bondholder
ATTEST:
By:
Name:
Title:
Attachments: Lender's and Bondholder's respective evidences of corporate authorization