FPL Letter
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FPL
Florida Power & light Company.. P. 0, Box 14000, JUlln Beach, Fl 33408-0420
7011 Universe Boulevard
June 28, 1999
City of Miami Beach
Miami Beach, Florida
Squire, Sanders & Dempsey L.L.P.
Miami, Florida
Re: $3,941,059 City of Miami Beach, Florida Non-Ad Valorem Revenue
Note, Series 1999
Ladies and Gentlemen:
In connection with the proposed issuance of the above-referenced Note (the "Note") by the
City of Miami Beach, Florida (the "Issuer"), the undersigned hereby confirms that it is purchasing
the Note. In consideration of the issuance and delivery of the Note, and as an inducement thereof,
the undersigned hereby advises you that:
1. The business of the undersigned is that normally attributed to an electric utility and
it has made other purchases of bonds and notes issued by governmental entities
similar to yourself under similar circumstances, and the undersigned has such
knowledge and experience in governmental issues that it is capable of evaluating
the merits and risks of purchasing the Note.
2. During the course of the transaction, prior to the sale and delivery of the Note, the
undersigned has:
(a) received and reviewed copies in final form of the Note, Resolution No. 98-
22891 adopted by the Issuer on September 9, 1998, as amended by
Resolution No. 99-23220 adopted by the Issuer on June 23, 1999
(collectively, the "Resolution"), and all documents, and instruments entered
into in connection therewith;
(b) been afforded the opportunity to ask questions of the City Attorney ("Counsel
to the Issuer") and Squire, Sanders & Dempsey L.L.P. ("Bond Counsel"),
concerning the terms and conditions of the aforementioned documents and
instruments; and
(c) been afforded the opportunity to ask questions concerning the financial
condition of the Issuer; received all such information and materials which it
has requested; and satisfied itself as to the accuracy and completeness of
such information and material. The undersigned understands that neither
Counsel to the Issuer nor Bond Counsel have been requested to undertake,
an FPl Group company
and they have not undertaken, to ascertain the accuracy or completeness
of any statements made in or concerning any of the information or
documents relating to the financial condition of the Issuer provided to the
undersigned by the Issuer and the undersigned has not relied upon Counsel
to the Issuer or Bond Counsel for such purposes.
3. The undersigned is purchasing the Note for its own account for investment and not
with a view to, or the sale in connection with, any distribution of the Note; provided
that any subsequent disposition or transfer of the Note shall at all times remain in
control of the initial purchaser thereof.
4. Except for sales to financial institutions or accredited investors (as defined in Section
230.501 (a), Code of Federal Regulations), which shall be in the initial purchaser's
sole discretion, in the event the undersigned should determine to resell the Note, it
agrees it will give advance written notice to the Issuer of the intended sale and the
nature thereof and shall, if requested by the Issuer within ten (10) daysafter receipt
of such notice, provide the Issuer with a written opinion of its legal counsel, who is,
and in a form which is, reasonably satisfactory to the Issuer, that the proposed sale
will be permitted under all applicable Federal or State securities laws, rules or
regulations, including, without limitation, the provisions of the Securities Act of 1933
and the Trust Indenture Act of 1939. The undersigned agrees that any such sale
shall be subject to the purchaser providing to the Issuer a letter containing similar
representations to those set forth herein.
5. The undersigned has satisfied itself that the Note is a lawful investment for it under
all applicable laws.
Very truly yours,
Florida Power & Light Company
By:
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Dilek L. Samil
Treasurer and Assistant Secretary