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B General Certf. of IssuerGENERAL CERTIFICATE OF THE ISSUER The undersigned officers of the City of Miami Beach, Florida (the "Issuer") DO HEREBY CERTIFY THAT: 1. They are the duly elected, qualified and acting incumbents of their respective offices of the Issuer, as set forth after their signatures hereto, and as such are familiar with its books and corporate records. 2. The Issuer is a body corporate and politic duly organized, existing and in good standing under and by virtue of the laws of the State of Florida, and as such has all requisite power and authority to issue debt and to carry on its business as now being conducted. 3. The following are the duly elected, qualified and acting Mayor and members of the City Commission of the Issuer who hold the offices appearing opposite each such member's name: Commissioner Beainnina Date of Current Term Neisen O. Kasdin (Mayor) Susan Gottlieb (Vice Mayor) Simon Cruz David Dermer Nancy Liebman Martin Shapiro Jose Smith November, 1997 November, 1995 November, 1997 November, 1997 November, 1997 November, 1995 November, 1997 Ending Date of Current Term November, 1999 November, 1999 November, 1999 November, 2001 November, 2001 November, 1999 November, 2001 The City Commission is the legislative body of the Issuer. All of the above persons have duly filed their oaths or affirmations of office and filed bonds or undertakings in the amount and manner required by law. 4. Included in the transcript of which this certificate forms a part is a true, correct and complete copy of 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") authorizing the issuance by the Issuer of its not to exceed $4,000,000 Non -Ad Valorem Revenue Note, Series 1999 (the "Note") and related matters, each of which was adopted by at least a majority of the members of the City Commission of the Issuer at a meeting duly called and held at which a requisite number of members of the City Commission of the Issuer were present and acting throughout, and that the Note Resolution has not been repealed, revoked, rescinded, or amended and is in full force and effect on the date hereof. 5. The Note was authorized by the Resolution and is in substantially the same form and text set forth in the Resolution. The Note has been duly authorized, executed, issued and delivered and constitutes the legal, valid, binding and enforceable obligation of the Issuer in conformity with the provisions of the Constitution and laws of the State of Florida. The proceeds of the Note will be used by the Issuer to pay the additional costs attributable to the underground construction of an electric transmission line between 40' Street and the Venetian Station of Florida Power & Light Company, as more specifically set forth in the Resolution. F WTTOLLEVLBONOS'P8L-LOAIGLOSING2 WPD 6. The Issuer is not in default in the payment of the principal of or interest on any indebtedness for borrowed money and is not in default under any instrument under and subject to which any indebtedness may be incurred, and no event has occurred and is continuing under the provisions of any such instrument which, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. The Issuer is not in default in the performance of any of the covenants and obligations assumed by it under the Resolution. 7. The Issuer is not in violation of any existing law, court or administrative regulation, decree or order and is not in default in the performance of any material obligations to be performed by the Issuer under any agreement, indenture, lease or other instrument to which the Issuer is subject or by which it or any of its assets are bound. The adoption of the Resolution and the execution, delivery and due performance of the Note, and the compliance by the Issuer with the provisions thereof, will not conflict with or constitute on the part of the Issuer a breach of or a default under the Issuer's Charter or Code or under any existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or other instrument to which the Issuer is subject or by which the Issuer or any of its assets are bound. The issuance of the Note, together with all other obligations of the Issuer, will not exceed any limit prescribed by the Constitution or statutes of the State of Florida. 8. No approval, consent, or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (a) the issuance and sale of the Note by the Issuer to Florida Power & Light Company (the "Initial Purchaser") and (b) the execution or delivery of or compliance by the Issuer with the terms and conditions of the Note. The consummation of the transactions set forth in this paragraph in the manner and under the terms and conditions as provided in the Resolution will comply with all applicable federal, state or local laws and any rules and regulations promulgated by any regulatory authority or agency. 9. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, pending or, to the knowledge of the undersigned, threatened against or affecting the Issuer, (a) restraining or enjoining the issuance or delivery of the Note; or (b) contesting or questioning in any way the terms and provisions of the Resolution; (c) questioning or challenging the authority of the Issuer to collect any of its Non -Ad Valorem Revenues (as defined in the Resolution); or (d) in any manner questioning the proceedings and authority under which the Note is issued or affecting the validity of the same or the security therefor or wherein an unfavorable decision, ruling or find would adversely affect the transactions contemplated by the Resolution or would materially affect the ability of the issuer to comply with the terms of the Note. 10. Neither the existence of the Issuer nor the title of the present officials or members to their respective offices are being contested and no authority or proceedings for the issuance of the Note have been modified, repealed, revoked or rescinded. 11. The seal which has been impressed upon the Note and upon this Certificate is the legally adopted, proper and only official seal of the Issuer. 12. The interest rate on the Note of 4.75% per annum is not more than 300 basis points in excess of 5.23%, the Bond Buyer "20 Bond Index" published in the May 28, 1999 Bond Buyer, and therefore is in compliance with the requirements of Section 215.84(3), Florida Statutes. FMTTO,LEVUBONDSTP&L.LOMGLOSING2 'PO 2 13. The Issuer has duly performed all of its obligations under the Resolution to be performed by it at or before the date hereof. 14. All proceedings of the Issuer at which the authorization and sale of the Note were considered were conducted in compliance with the provisions of all applicable state and local public meetings laws. The undersigned have not, and to the best knowledge of the undersigned no member of the City Commission, while meeting together with any other member or members of the City Commission, reached any conclusion as to the actions taken by the City Commission with respect to the Note, the security therefor, the application of the proceeds therefrom or any other material matters with respect to the Note, except at duly noticed meetings of the City Commission. 15. The undersigned does not, and to the best knowledge of the undersigned no member of the City Commission has or holds any employment or contractual relationship with Florida Power & Light Company, the Initial Purchaser of the Note, except as fully and fairly disclosed in compliance with the provisions of Section 112.3143, Florida Statutes. 16. The maximum annual debt service on all debt obligations (including all long-term financial obligations appearing on the City's audited financial statements for the fiscal year ended September 30, 1998 and the Note), does not exceed two (2.0) times the total amount of non -ad valorem funds attributable to the General Fund of the City, for the fiscal year ended September 30, 1998, computed in accordance with Section 6.N. of Resolution No. 94-21390 of the City. 17. There has been no material adverse change in the financial position of the Issuer, as presented in its financial audit for its fiscal year ended September 30, 1998, since the date of such audit. All of the financial information provided by the Issuer to the Initial Purchaser of the Note is accurate and correct as of the date hereof. WITNESS our hands and the seal of the Issuer as of the 28th day of June, 1999. By: By: By: F ATTOLLEVLBONDS'FP6L-LOA`LLOSING2 NRD 3 CITY OF MIAMI BEACH Neisen O. Kasdin Mayor VaUtA Robert Parcher City Clerk (f6A (1L, Patricia D. Walker Director of Finance