Maritime Park Presentation And Bond Resolution

CITY COUNCIL MEMORANDUM

cobger

TO:

Mayor and City Council

FROM:

Alvin G.

DATE:

April 7, 2009

SUBJECT:

Maritime Park Presentation and Bond Resolution

The Maritime Park Presentation, which was presented at the April 6, 2009 Committee Meetings, and a draft copy of the Bond Resolution are attached for your review.

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Community Maritime Park Financing Recommendation April 6, 2009

Recommendation Long Term Financing • Approve the issuance of a 30 year

„ Approve the issuance of a 30 year fixed rate Capital Improvement fixed rate Capital Improvement Revenue Bond to provide $40 million to provide million netRevenue proceedsBond for the Maritime$40 Park net proceeds for the Maritime Park project. project. • Pledge TIF revenues which will pay „ Pledge TIF debt. revenues which will pay Maritime Park MaritimetoPark debt. • Covenant Budget & Appropriate „ Covenant to Budget & Appropriate ILIJPpledge from tine Cit~. Back Back up pledge from the City.

Assumptions

• TIF revenues are sufficient to meet anticipated principal and interest payments of 30 year borrowing. „ TIF revenues are sufficient to meet anticipated principal projected to be • TIF and Revenues forpayments FY2010 &ofFY2011 interest 30 yearare borrowing. 50 10 lower than FY2009. „ TIF Revenues for FY2010 & FY2011 are projected to be • TIF 5% revenues from FY2009. 2012 forward are projected to grow lower than by 50 10. „ TIF revenues from 2012 forward are projected to grow • Funds for additional CRA Projects have been eliminated by 5%. from the budget and may not be returned in the near „ Funds for additional CRA Projects have been eliminated future. from the budget and may not be returned in the near • Mayfuture. need to reduce CRA operating expenses. • Funding for DIB, Landscape Community Policing to reduce CRA and operating expenses. „ May need Interlocal Agreements may need to be reduced in the „ Funding for DIB, Landscape and Community Policing future. Interlocal Agreements may need to be reduced in the • ECUA obligation may meed to be fumcdedupfromt by the future. City with a repayment by CRA in the future. „ ECUA obligation may need to be funded upfront by the City with a repayment by CRA in the future.

ECUA Agreement Relocation of Main Street Wastewater Treatment Plant

Relocation of Main Street Wastewater Treatment Plant April 2007 $19,500,000 to ECUA by CRA „ April 2007 is obligated Payments begin is FY2011 through FY2027 „ $19,500,000 obligated to ECUA by CRA Interlocal Agreement provides a means to reduce „ Payments begin FY2011 through FY2027 each ann al payment if TIF revenue is reduced „ Interlocal Agreement provides a means to reduce each annual payment if TIF revenue is reduced ~ Alternatives by an act to of payment the Statestructure Legislature „ Alternatives to payment structure • Invert the current payment schedule • Level debt payment of $1.3M beginning in FY2013 thru FY2027 • Other

~ ~ ~ ~

:If

FISCAL YEAR

COMMUNITY REDEVELOPMENT AGENCY Financial Projection CMP with capitialized interest & Original WWTP COMMUNITY REDEVELOPMENT AGENCY Financial Projection TIF Maritime Park CRA Operating WASTEWATER NET CMP & Original WWTP AVAILABLE REVENUES Debtwith capitialized & ExistinQ interest Debt PLANT 2,299,455 $ 4,420,369 $ $ 2,120,914 $ $

2010 Maritime Park 2011 FISCAL 4,420,369TIF 780,000 REVENUES 3,274,825Debt 2012 YEAR 4,641,388 2010 $ 4,420,369 3,279,325 $ 2013 4,873,457 4,420,369 3,276,575 780,000 2014 2011 5,117,130 2012 4,641,388 3,276,825 3,274,825 2015 5,372,987 2013 4,873,457 3,279,325 2016 5,641,636 3,279,825 5,117,130 3,275,325 3,276,575 2017 2014 5,923,718 2015 5,372,987 3,276,825 2018 6,219,904 3,278,575 5,641,636 3,279,075 3,279,825 2019 2016 6,530,899 2017 5,923,718 3,275,325 2020 6,857,444 3,276,825 2018 6,219,904 3,278,575 2021 7,200,316 3,278,825 6,530,899 3,277,412 3,279,075 2022 2019 7,560,332 2020 6,857,444 3,276,825 2023 7,938,348 3,277,587 7,200,316 3,277,587 3,278,825 2024 2021 8,335,266 2022 7,560,332 3,277,412 2025 8,752,029 3,279,087 2023 7,938,348 3,277,587 2026 9,189,630 3,276,837 8,335,266 3,275,837 3,277,587 2027 2024 9,649,112 2025 8,752,029 3,279,087 2028 10,131,567 3,275,837 9,189,630 3,276,587 3,276,837 2029 2026 10,638,146 2027 9,649,112 3,275,837 2030 11,170,053 3,277,837 10,131,567 3,279,337 3,275,837 2031 2028 11,728,556 10,638,146 3,275,662 3,276,587 2032 2029 12,314,983 2030 11,170,053 3,277,837 2033 12,930,733 3,276,475 11,728,556 3,276,250 3,279,337 2034 2031 13,577,269 12,314,983 3,274,725 3,275,662 2035 2032 14,256,133 2033 12,930,733 3,276,475 2036 14,968,939 3,276,637 13,577,269 3,276,462 3,276,250 2037 2034 15,717,386 2035 14,256,133 3,274,725 2038 16,503,256 3,278,937 14,968,939 3,278,537 3,276,637 2039 2036 17,328,418 2037 15,717,386 3,276,462 $ 92,543,630 2038 16,503,256 3,278,937 2039 17,328,418 3,278,537 $ 92,543,630

CRA Operating 1,559,256 WASTEWATER 2,168,312 & Existing Debt 2,142,372 PLANT 2,218,426 $ 2,120,914 $ 1,842,069 2,088,886 2,168,312 2,034,863 1,559,256 1,898,317 2,218,426 2,142,372 1,958,030 1,980,301 1,842,069 2,088,886 2,021,505 1,444,322 1,898,317 2,034,863 2,089,070 750,000 1,958,030 1,980,301 2,140,553 750,000 2,021,505 1,444,322 2,193,796 750,000 2,089,070 2,248,873 750,000750,000 2,140,553 2,305,856 750,000750,000 2,193,796 2,364,824 750,000750,000 2,248,873 2,425,858 750,000750,000 2,305,856 2,489,044 750,000750,000 2,364,824 2,554,469 750,000750,000 2,425,858 2,622,227 750,000750,000 2,489,044 2,692,414 750,000750,000 2,554,469 750,000 2,765,132 2,622,227 750,000 2,840,486 2,692,414 750,000 2,918,586 2,765,132 2,999,547 2,840,486 3,083,491 2,918,586 3,170,544 2,999,547 3,260,836 3,083,491 3,354,506 3,170,544 3,451,697 3,260,836 3,552,560 3,354,506 3,657,252 3,451,697 3,765,937 3,552,560 $ 19,500,000 3,657,252 3,765,937 $ 19,500,000

NET (87,198.85) AVAILABLE (2,994,235.26) $ 2,299,455 (2,336,822.65) (87,198.85) (2,092,625.45) (2,994,235.26) (1,842,169.71) (2,336,822.65) (1,104,016.63) (2,092,625.45) (190,677.48) (1,842,169.71) 50,775.76 (1,104,016.63) 308,027.24 (190,677.48) 581,746.00 50,775.76 865,634.95 308,027.24 1,168,095.59 581,746.00 1,484,902.78 865,634.95 1,818,634.65 1,168,095.59 2,168,472.54 1,484,902.78 2,540,566.09 1,818,634.65 2,930,860.43 2,168,472.54 4,090,598.45 2,540,566.09 4,521,073.22 2,930,860.43 4,973,630.50 4,090,598.45 5,449,671.40 4,521,073.22 5,955,830.14 4,973,630.50 6,483,714.01 5,449,671.40 7,040,183.43 5,955,830.14 7,626,902.12 6,483,714.01 8,240,605.58 7,040,183.43 8,888,364.55 7,626,902.12 9,567,066.83 8,240,605.58 10,283,944.11 8,888,364.55 9,567,066.83 10,283,944.11

:If

FISCAL YEAR

TIF REVENUES

COMMUNITY REDEVELOPMENT AGENCY Financial Projections CMP with capitalized interest & Inverted ECUA COMMUNITY REDEVELOPMENT AGENCY Financial Projections Maritime Park CRA Operating WASTEWATER NET CMP with capitalized interest & Inverted ECUA Debt & ExistinQ Debt PLANT AVAILABLE 2,120,914 2,299,455 $ $ $ $

2010 $ 4,420,369 Maritime Park 2011 FISCAL 4,420,369TIF 780,000 YEAR REVENUES 2012 4,641,388 3,274,825Debt 2010 $ 4,420,369 $ 2013 4,873,457 3,279,325 4,420,369 3,276,575 780,000 2014 2011 5,117,130 2012 4,641,388 3,276,825 3,274,825 2015 5,372,987 4,873,457 3,279,825 3,279,325 2016 2013 5,641,636 2014 5,117,130 3,276,575 2017 5,923,718 3,275,325 5,372,987 3,278,575 3,276,825 2018 2015 6,219,904 5,641,636 3,279,075 3,279,825 2019 2016 6,530,899 2017 5,923,718 3,275,325 2020 6,857,444 3,276,825 6,219,904 3,278,825 3,278,575 2021 2018 7,200,316 6,530,899 3,277,412 3,279,075 2022 2019 7,560,332 2020 6,857,444 3,276,825 2023 7,938,348 3,277,587 7,200,316 3,277,587 3,278,825 2024 2021 8,335,266 2022 7,560,332 3,277,412 2025 8,752,029 3,279,087 7,938,348 3,276,837 3,277,587 2026 2023 9,189,630 8,335,266 3,275,837 3,277,587 2027 2024 9,649,112 2025 8,752,029 3,279,087 2028 10,131,567 3,275,837 9,189,630 3,276,587 3,276,837 2029 2026 10,638,146 2027 9,649,112 3,275,837 2030 11,170,053 3,277,837 2028 10,131,567 3,275,837 2031 11,728,556 3,279,337 10,638,146 3,275,662 3,276,587 2032 2029 12,314,983 2030 11,170,053 3,277,837 2033 12,930,733 3,276,475 11,728,556 3,276,250 3,279,337 2034 2031 13,577,269 2032 12,314,983 3,275,662 2035 14,256,133 3,274,725 2033 12,930,733 3,276,475 2036 14,968,939 3,276,637 13,577,269 3,276,462 3,276,250 2037 2034 15,717,386 2035 14,256,133 3,274,725 2038 16,503,256 3,278,937 2036 14,968,939 3,276,637 2039 17,328,418 3,278,537 2037 15,717,386 3,276,462 $ 92,543,630 2038 16,503,256 3,278,937 2039 17,328,418 3,278,537 $ 92,543,630

CRA Operating 750,000 WASTEWATER 722,057.15 NET 2,168,312 & Existing Debt PLANT AVAILABLE 2,218,426 750,000 (1,601,863.26) $ 2,120,914 750,000 $ $ 2,299,455 1,842,069 (997,936.65) 2,168,312 750,000 750,000 (807,762.45) 722,057.15 1,898,317 2,218,426 750,000 (1,601,863.26) 1,958,030 750,000 (611,868.71) 1,842,069 750,000 750,000 (409,694.63) (997,936.65) 2,021,505 1,898,317 750,000 (807,762.45) 2,089,070 750,000 (190,677.48) 1,958,030 750,000 750,000 (611,868.71) 2,140,553 50,775.76 2,021,505 750,000 750,000 (409,694.63) 2,193,796 308,027.24 2,089,070 750,000 (190,677.48) 2,248,873 750,000 581,746.00 2,140,553 750,000 750,000 50,775.76 2,305,856 865,634.95 2,193,796 1,559,256 750,000 308,027.24 2,364,824 358,839.59 2,248,873 750,000 581,746.00 2,425,858 2,142,372 92,530.78 2,305,856 2,088,886 750,000 865,634.95 2,489,044 479,748.65 2,364,824 1,559,256 358,839.59 2,554,469 2,034,863 883,609.54 2,425,858 1,980,301 2,142,372 1,310,265.09 92,530.78 2,622,227 2,489,044 1,444,322 2,088,886 2,236,538.43 479,748.65 2,692,414 2,554,469 2,034,863 883,609.54 2,765,132 4,090,598.45 2,622,227 1,980,301 4,521,073.22 1,310,265.09 2,840,486 2,692,414 1,444,322 2,236,538.43 2,918,586 4,973,630.50 2,765,132 4,090,598.45 2,999,547 5,449,671.40 2,840,486 4,521,073.22 3,083,491 5,955,830.14 2,918,586 4,973,630.50 3,170,544 6,483,714.01 2,999,547 5,449,671.40 3,260,836 7,040,183.43 3,083,491 5,955,830.14 3,354,506 7,626,902.12 3,170,544 6,483,714.01 3,451,697 8,240,605.58 3,260,836 7,040,183.43 3,552,560 8,888,364.55 3,354,506 7,626,902.12 3,657,252 9,567,066.83 3,451,697 8,240,605.58 3,765,937 10,283,944.11 3,552,560 8,888,364.55 $ 19,500,000 3,657,252 9,567,066.83 3,765,937 10,283,944.11 $ 19,500,000

COMMUNITY REDEVELOPMENT AGENCY Financial Projections CM P with capitalized interest & level debt ECUA :If

COMM UNITY REDEVELOPMENT AGENCY Projections Maritime Park Financial CRA Operating WASTEWATER NET CMPDebt w ith capitalized interest & Level debt ECUA & ExistinQ Debt PLANT AVAILABLE 2,120,914 2,299,455 $ $ $ $

FISCAL TIF YEAR REVENUES 2010 4,420,369 $ TIF 2011 FISCAL 4,420,369 REVENUES 2012 YEAR 4,641,388 $ 4,420,369 2013 2010 4,873,457 4,420,369 2014 2011 5,117,130 4,641,388 2015 2012 5,372,987 4,873,457 2016 2013 5,641,636 2014 5,117,130 2017 5,923,718 2015 5,372,987 2018 6,219,904 5,641,636 2019 2016 6,530,899 5,923,718 2020 2017 6,857,444 2018 6,219,904 2021 7,200,316 2019 6,530,899 2022 7,560,332 6,857,444 2023 2020 7,938,348 7,200,316 2024 2021 8,335,266 2022 7,560,332 2025 8,752,029 2023 7,938,348 2026 9,189,630 8,335,266 2027 2024 9,649,112 8,752,029 2028 2025 10,131,567 2026 9,189,630 2029 10,638,146 2027 9,649,112 2030 11,170,053 10,131,567 2031 2028 11,728,556 10,638,146 2032 2029 12,314,983 11,170,053 2033 2030 12,930,733 2031 11,728,556 2034 13,577,269 12,314,983 2035 2032 14,256,133 12,930,733 2036 2033 14,968,939 2034 13,577,269 2037 15,717,386 2035 14,256,133 2038 16,503,256 14,968,939 2039 2036 17,328,418 2037 15,717,386 $ 2038 16,503,256 2039 17,328,418

Maritime Park 780,000 Debt 3,274,825 $ 3,279,325 3,276,575 780,000 3,274,825 3,276,825 3,279,325 3,279,825 3,276,575 3,275,325 3,276,825 3,278,575 3,279,825 3,279,075 3,275,325 3,276,825 3,278,575 3,278,825 3,279,075 3,277,412 3,276,825 3,277,587 3,278,825 3,277,587 3,277,412 3,279,087 3,277,587 3,276,837 3,277,587 3,275,837 3,279,087 3,275,837 3,276,837 3,276,587 3,275,837 3,277,837 3,275,837 3,279,337 3,276,587 3,275,662 3,277,837 3,276,475 3,279,337 3,276,250 3,275,662 3,274,725 3,276,475 3,276,637 3,276,250 3,276,462 3,274,725 3,278,937 3,276,637 3,278,537 3,276,462 92,543,630 3,278,937 3,278,537 $ 92,543,630

CRA Operating W ASTEW ATER 2,168,312 & Existing Debt PLANT 2,218,426 $ 2,120,914 $ 1,842,069 1,300,000 2,168,312 1,300,000 1,898,317 2,218,426 1,300,000 1,958,030 1,842,069 1,300,000 1,300,000 2,021,505 1,898,317 1,300,000 1,300,000 2,089,070 1,958,030 1,300,000 2,140,553 1,300,000 2,021,505 1,300,000 1,300,000 2,193,796 2,089,070 1,300,000 1,300,000 2,248,873 2,140,553 1,300,000 2,305,856 1,300,000 2,193,796 1,300,000 2,364,824 1,300,000 2,248,873 1,300,000 1,300,000 2,425,858 2,305,856 1,300,000 1,300,000 2,489,044 2,364,824 1,300,000 2,554,469 1,300,000 2,425,858 1,300,000 2,622,227 1,300,000 2,489,044 1,300,000 1,300,000 2,692,414 2,554,469 1,300,000 2,765,132 2,622,227 1,300,000 2,840,486 2,692,414 1,300,000 2,918,586 2,765,132 2,999,547 2,840,486 3,083,491 2,918,586 3,170,544 2,999,547 3,260,836 3,083,491 3,354,506 3,170,544 3,451,697 3,260,836 3,552,560 3,354,506 3,657,252 3,451,697 3,765,937 3,552,560 $ 19,500,000 3,657,252 3,765,937 $ 19,500,000

NET 1,472,057 AVAILABLE (851,863) $ 2,299,455 (1,547,937) 1,472,057 (1,357,762) (851,863) (1,161,869) (1,547,937) (959,695) (1,357,762) (740,677) (1,161,869) (499,224) (959,695) (241,973) 31,746(740,677) 315,635(499,224) 618,096(241,973) 934,903 31,746 1,268,635 315,635 1,618,473 618,096 1,990,566 934,903 1,268,635 2,380,860 1,618,473 4,090,598 1,990,566 4,521,073 2,380,860 4,973,631 4,090,598 5,449,671 4,521,073 5,955,830 4,973,631 6,483,714 5,449,671 7,040,183 5,955,830 7,626,902 6,483,714 8,240,606 7,040,183 8,888,365 7,626,902 9,567,067 8,240,606 10,283,944 8,888,365 9,567,067 10,283,944

Bond Process • • • •

Identify Financing Team „ Identify Financing Team Issuing Bonds requires 60 90 days „ Issuing Financing Bonds requires 60-90 days Proposed Schedule „ Proposed City Council Financing approves Schedule Bond „ City Council City Resolution and approves authorizesBond Resolution and authorizes City Manager to execute necessary Manager to necessary documents to execute sell bonds within set documents to sell bonds within set parameters parameters • Cit~ Coul11cil is l110tified of lbol11{1 sale „ City Council is notified of bond sale results results

Preliminary Key Dates Draft Bond Resolution • April 10, 2009 to Resolution City Council „ April 10, 2009 distributed - Draft Bond distributed Distribute Draftto City Council • May 1, 2009 Preliminary Draft „ May 1, 2009 - DistributeOfficial Statement (POS) Preliminary Official (POS) Bond CityStatement Council adopts • May 11, 2009 „ May 11, 2009 Resolution - City Council adopts Bond Resolution Pricing for Bonds • June 15, 2009 2009 Closing „ June - Pricing for Bonds • June 30,15, 2009 „ June 30, 2009 - Closing

Sources & Uses • Sources • Par Amount Sources „ • Net Original Discount • Par Amount • Net Original Discount

$48,735,000 (2,721,758) $48,735,000

~ Uses „ Uses • • • • • •

Maritime Park Fund Capitalized Interest Cost of Issuance Underwriters Discount Insurance Premium Misc

(2,721,758) $46,013,242 $40,000,000 4,498,090 250,000 292,410 971,196 1,546 $46,013,242

Estimated Cost of Issuance • Cost of Issuance $250,000: • Bond Counsel $49,500 Cost of Issuance $250,000: „ • Disclosure Counsel$49,500 $37,500 • Bond Counsel • Financial Advisor $72,500 • Disclosure Counsel $37,500 • Rating Agency Fees $70,000 • Financial Advisor $72,500 • CPA $10,000 • Rating Agency Fees $70,000 • Printing $7,500 • CPA $10,000 • Paying Agent $750 • Printing $7,500 • Misc $2,249Agent $750 • Paying • Underwriters Discount $292,410 • Misc $2,249 • Imsurance Premium $971,196 Discount $292,410 „ Underwriters „ Insurance Premium $971,196

Community Projected

:If

Yea 201 201 2012 201 2014 201 2016 201 201 201 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

r 0 1

Year 3 2010 2011 5 2012 2013 7 2014 8 2015 9 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 * Capitalized

Coupon

Redevelopment Agency Debt Service Schedule as 0 f Marc h 23,2009 C o mCapitalized m u n i t y R e dInterest e v e lo p m e n t A g e n c y P r o je c te d D e b t S e r v ic e S c h e d u le 3, 2009 Principala s o f M a r c h 2Interest Debt C a p i t a*l i z e d I n t e r e s t

4.00 $ 5.00 Coupon 5.00 5.00 4 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.25 5 .0 0 5.25 5 .0 0 5.25 5 .0 0 5.00 5 .2 5 5.00 5 .2 5 5.00 5 .2 5 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.00 5 .0 0 5.25 5 .0 0 5.25 5 .0 0 5.25 5 .0 0 5.25 5 .2 5 5.25 5 .2 5 5.25 5 .2 5 5.25 5 .2 5 5.25 5 .2 5 5.25 5 .2 5

Interest

5 . 2 5$ 5 .2 5 5FY201 .2 5

* 780,000 $ 810,000 P r in c ip a l 855,000 * $895,000 7 8 0 , 0 0 0 * 940,000 8 1 0 , 0 0 0 990,000 8 5 5 , 0 0 0 1,035,000 8 9 5 , 0 0 0 1,090,000 9 4 0 , 0 0 0 1,145,000 9 9 0 , 0 0 0 1,200,0001 , 0 3 5 , 0 0 0 1,265,0001 , 0 9 0 , 0 0 0 1,330,0001 , 1 4 5 , 0 0 0 1,400,0001 , 2 0 0 , 0 0 0 1,470,0001 , 2 6 5 , 0 0 0 1,545,0001 , 3 3 0 , 0 0 0 1,620,0001 , 4 0 0 , 0 0 0 1,700,0001 , 4 7 0 , 0 0 0 1,785,0001 , 5 4 5 , 0 0 0 1,875,0001 , 6 2 0 , 0 0 0 1,970,0001 , 7 0 0 , 0 0 0 2,070,0001 , 7 8 5 , 0 0 0 2,175,0001 , 8 7 5 , 0 0 0 2,290,0001 , 9 7 0 , 0 0 0 2,410,0002 , 0 7 0 , 0 0 0 2,535,0002 , 1 7 5 , 0 0 0 2,670,0002 , 2 9 0 , 0 0 0 2,810,0002 , 4 1 0 , 0 0 0 2,960,0002 , 5 3 5 , 0 0 0 3,115,0002 , 6 7 0 , 0 0 0 48,735,0002 , 8 1 0 , 0 0 0 $

2 ,9 6 0 ,0 0 0 3 , 1 1 5 , 0 0 0 and 0 of $2,080,020 $ 4 8 ,7 3 5 ,0 0 0

$ 2,464,825 In te re s t 2,424,325 2,381,575 $ 2,336,8252 , 4 6 4 , 8 2 5 2,289,8252 , 4 2 4 , 3 2 5 2,240,3252 , 3 8 1 , 5 7 5 2,188,5752 , 3 3 6 , 8 2 5 2,134,0752 , 2 8 9 , 8 2 5 2,076,8252 , 2 4 0 , 3 2 5 2,013,8252 , 1 8 8 , 5 7 5 1,947,4132 , 1 3 4 , 0 7 5 1,877,5882 , 0 7 6 , 8 2 5 1,807,5882 , 0 1 3 , 8 2 5 1,734,0881 , 9 4 7 , 4 1 3 1,656,8381 , 8 7 7 , 5 8 8 1,575,8381 , 8 0 7 , 5 8 8 1,490,8381 , 7 3 4 , 0 8 8 1,401,5881 , 6 5 6 , 8 3 8 1,307,8381 , 5 7 5 , 8 3 8 1,209,3381 , 4 9 0 , 8 3 8 1,100,6631 , 4 0 1 , 5 8 8 986,475 1 ,3 0 7 ,8 3 8 866,250 1 ,2 0 9 ,3 3 8 739,725 1 ,1 0 0 ,6 6 3 606,638 9 8 6 , 4 7 5 466,463 8 6 6 , 2 5 0 318,938 7 3 9 , 7 2 5 163,530 6 0 6 , 6 3 8

Service 780,000 3,274,825 D e b t S e r v ic e 3,279,325 3,276,575 $ 7 8 0 ,0 0 0 3,276,8253 , 2 7 4 , 8 2 5 3,279,8253 , 2 7 9 , 3 2 5 3,275,3253 , 2 7 6 , 5 7 5 3,278,5753 , 2 7 6 , 8 2 5 3,279,0753 , 2 7 9 , 8 2 5 3,276,8253 , 2 7 5 , 3 2 5 3,278,8253 , 2 7 8 , 5 7 5 3,277,4133 , 2 7 9 , 0 7 5 3,277,5883 , 2 7 6 , 8 2 5 3,277,5883 , 2 7 8 , 8 2 5 3,279,0883 , 2 7 7 , 4 1 3 3,276,8383 , 2 7 7 , 5 8 8 3,275,8383 , 2 7 7 , 5 8 8 3,275,8383 , 2 7 9 , 0 8 8 3,276,5883 , 2 7 6 , 8 3 8 3,277,8383 , 2 7 5 , 8 3 8 3,279,3383 , 2 7 5 , 8 3 8 3,275,6633 , 2 7 6 , 5 8 8 3,276,4753 , 2 7 7 , 8 3 8 3,276,2503 , 2 7 9 , 3 3 8 3,274,7253 , 2 7 5 , 6 6 3 3,276,6383 , 2 7 6 , 4 7 5 3,276,4633 , 2 7 6 , 2 5 0 3,278,9383 , 2 7 4 , 7 2 5 3,278,5303 , 2 7 6 , 6 3 8

4 6 6 , 4 6 3$ 92,543,6303 , 2 7 6 , 4 6 3 3 1 8 ,9 3 8 3 ,2 7 8 ,9 3 8 1 6 3 , 5 3 0 3 ,2 7 8 ,5 3 0 FY2011 of $2,496,025 $ 4 3 ,8 0 8 ,6 3 0 $ 9 2 ,5 4 3 ,6 3 0

43,808,630

* C a p it a liz e d In t e r e s t F Y 2 0 1 0 o f $ 2 ,0 8 0 , 0 2 0 a n d F Y 2 0 1 1 o f $ 2 ,4 9 6 , 0 2 5

Regulatory Compliance SEC RECOMMENDED QUESTIONS OFFICIALS SHOULD ASK THEMSELVES AND THEIR STAFF 1. 1.

How have we allocated responsibilities for the preparation of the official statement? Have we clearly defined the responsibilities of all participants in the transaction?

2. 2.

What processes or procedures have been established to select qualified outside professionals? How are we relying on them, and is our reliance appropriate? How are they being compensated?

3. 3.

What have we done to establish the accuracy of financial and operating information and its disclosure in the official statement? Has anything happened since the date of the financial statements that needs to be disclosed?

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",., , :.' Regulatory Compliance - Continued

Regulatory Compliance – Continued 4. 4.

5. 5.

6. 6.

7. 7.

What policies and procedures have we developed to determine whether material conflicts of interest exist that need to be disclosed? What procedures have we established to accurately describe the project, the bond terms, the sources of repayment, and the risks associated with the project? What procedures have we established for the investment and disbursement of the bond proceeds? Do our procedures permit the underwriters to carry out their “due diligence” and other responsibilities? Have we fully considered any questions asked by the rating agencies?

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",., , :.' Regulatory Compliance - Continued

Regulatory Compliance – Continued

8. 8.

What continuing disclosure responsibilities have we assumed and what procedures have we established to meet them? Who will determine and file the annual finance and material event disclosure information? Have we designated an individual to speak to the market on our behalf?

9. 9.

If we are relying on bond counsel, financial advisor, or trustee to evaluate and meet our continuing disclosure requirements, what procedures are in place to keep them apprised of our financial condition and other material information?

10. 10.

Have our procedures produced an official statement that we feel accurately presents our financial condition and discloses the information a reasonable investor needs to know? Have all the right people reviewed it?

QUESTIONS

RESOLUTION NO. __-09 A RESOLUTION OF THE CITY OF PENSACOLA, FLORIDA PROVIDING FOR THE FINANCING OF A MARITIME PARK PROJECT; AUTHORIZING THE ISSUANCE BY THE CITY OF ITS CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2009, IN A PRINCIPAL AMOUNT SUFFICIENT TO PRODUCE NET PROCEEDS OF NOT MORE THAN $40,000,000, TO FINANCE THE COST OF SUCH PROJECT; PLEDGING THE AVAILABLE TAX INCREMENT REVENUES OF THE CITY TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT FOR SUCH PURPOSE; FIXING THE REDEMPTION PROVISIONS WITH RESPECT TO SUCH BONDS; AUTHORIZING USE OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE MARKETING OF SUCH BONDS AND OTHER ACTION IN CONNECTION WITH THE DELIVERY OF SUCH BONDS; DESIGNATING THE PAYING AGENT AND REGISTRAR IN CONNECTION WITH THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN NON-AD VALOREM REVENUES; AUTHORIZING CERTAIN OFFICIAL ACTION BY THE CITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PENSACOLA, FLORIDA, as follows: Section 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act, hereinafter defined. Section 2. DEFINITIONS. The following terms in this Resolution shall have the following meanings unless the text otherwise expressly requires: “2004 Note” shall mean the Redevelopment Refunding Revenue Note, dated July 23, 2004, in the original principal amount of $3,271,866. “2009 Bonds” shall mean the obligations of the Issuer authorized to be issued pursuant to Section 6 of this Resolution. “2009 Project” shall mean the public infrastructure portions of the Community Maritime Park, located on approximately 30 acres of land on the south side of Main Street at the foot of Spring Street in Pensacola, Florida, all in accordance with plans and specifications on file or to be on file with the Issuer. “Act” means Chapter 166, Part II, Florida Statutes, as amended, Chapter 163, Part III, Florida Statutes, as amended, Chapter 15425, Laws of Florida, Special Acts of 1931, as amended and supplemented, and other applicable provisions of law.

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“Additional Parity Obligations” shall mean any additional obligations hereafter issued in compliance with the terms, conditions and limitations contained herein and which shall have an equal lien upon the Pledged Revenues, and rank equally in all respects with the 2009 Bonds. “Amortization Installments” with respect to any Term Bonds of a series, shall mean an amount so designated which is established for the Term Bonds of such series, provided that (i) each such installment shall be deemed to be due on such interest or principal maturity date of each applicable year as is fixed by a resolution of the Issuer and shall be a multiple of $5,000, and (ii) the aggregate of such installments for such series shall equal the aggregate principal amount of Term Bonds of such series authenticated and delivered on original issuance. “Authorized Investments” shall mean the authorized investments provided in the Municipal Bond Insurance Policy, or in the event the Bonds are not insured, any of the following if and to the extent the same are, at the time made or retained, legal for investment of funds of the Issuer: A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1.

U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership.

2.

Farmers Home Administration (FHA) Certificates of beneficial ownership

3.

Federal Financing Bank

4.

Federal Housing Administration Debentures (FHA)

5.

General Services Administration Participation certificates

6.

Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (not acceptable for certain cash-flow sensitive issues.)

7.

U.S. Maritime Administration Guaranteed Title XI financing

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8.

U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds.

C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1.

Federal Home Loan Bank System Senior debt obligations

2.

Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) Participation Certificates Senior debt obligations

3.

Federal National Mortgage Association (FNMA or “Fannie Mae”) Mortgage-backed securities and senior debt obligations (excluded are stripped mortgage securities which are valued greater than par on the portion of unpaid principal.)

4.

Student Loan Marketing Association (SLMA or “Sallie Mae”) Senior debt obligations

5. Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. D. Money market funds registered under the Federal Investment Company Act of 1090, whose share are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-g; AAAm; or AAm. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. CD’s must have a one year or less maturity. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks whose short term obligations are rated A or better by S&P. Should the institution not have an adequate S&P rating, then its CD would be acceptable if the following collateral levels are maintained: A) if valued daily 102% B) if valued weekly - 103% C) if valued monthly - 106% D) if valued quarterly - 106%

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The collateral must be held by a third party and the Bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC or FSLIC. G.

Investment Agreements, including GIC’s, acceptable to the Municipal Insurer.

H. Commercial paper rated “Prime - 1” by Moody’s and “A-1” or “A” or better by S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest long-term rating categories assigned by such agencies. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A3” or better by Moody’s and “A-1” or “A” or better by S&P. K. Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. Repurchase Agreements must satisfy the following criteria or be approved by the Municipal Insurer: 1. firm.

Repos must be between the municipal entity and a dealer bank or securities

a. Primary dealers on the Federal Reserve reporting dealer list which fall under the jurisdiction of the SPIC and which are rated A or better by Standard & Poor’s Corporation or Moody’s, or b. Banks rated “A” or above by Standard & Poor’s Corporation and Moody’s Investor Services. 2.

The written repo contract must include the following: a.

Securities which are acceptable for transfer are: (1)

Direct U.S. governments

(2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FMAC)

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b.

The term of the repo may be up to 30 days

c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. The trustee has a perfected first priority security interest in the collateral. e. Collateral is free and clear of third-party liens and in the case of SIPC broker was not acquired pursuant to a repo or reverse repo. f. Failure to maintain the requisite collateral percentage, after a two day restoration period, will require the trustee to liquidate collateral. g.

Valuation of Collateral (1) The securities must be valued weekly, marked-to-market at current market price plus accrued interest (2) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FMAC, then the value of collateral must equal 105%.

3.

Legal opinion which must be delivered to the municipal entity: a.

Repo meets guidelines under state law for legal investment of public

funds. L. Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P. If, however, the issue is only rate by S&P (i.e., there if no Moody’s rating), then the prerefunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. M. Money market mutual funds invested solely in the securities described in Clause A of this definition. Additional Notes

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(i) Any state administered pool investment fund in which the Issuer is statutorily permitted or required to invest may be acceptable subject to approval of the Municipal Insurer and investments under the Investment of Local Government Surplus Funds Act, Chapter 218, Part IV, Florida Statutes. (ii) Debt Service Reserve Fund investments should be valued at fair market value and marked to market at least once per year. Debt Service Reserve Fund investments may not have maturities extending beyond 5 years. “Average Bond Service Requirement” shall mean for any series of Bonds the sum of the Bond Service Requirements in each year in which such series of Bonds is outstanding divided by the number of years such series of Bonds is scheduled to remain outstanding. “Available Tax Increment Revenues” shall mean the moneys available in the Redevelopment Trust Fund after provision has been made in each year for the payment of the outstanding 2004 Note. “Bond Amortization Account” shall mean the account of that name established in the Sinking Fund pursuant to Section 15(C)(1) herein. “Bond Insurer” shall mean the Municipal Insurer. “Bond Service Requirement” for any Bond Year, as applied to the Bonds of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Bonds of such series during such Bond Year, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of bond proceeds for a specified period of time. In computing the amount of interest becoming due on any series of Bonds which bear interest at a variable rate, the amount of interest to become due on such series of Bonds at such variable rate shall be assumed to be the rate of interest per annum equal to the higher of (1) the actual rate of interest per annum borne by such Bonds on the date the Bond Service Requirement for such series is computed, or (2) the maximum variable interest rate borne by such series of Bonds for the last twelve months preceding the month of computation of the Bond Service Requirement for such series or such lesser period as such Bonds may have actually been outstanding; provided, however, that in determining the Bond Service Requirement on such variable rate Bonds for purposes of establishing the initial deposit into the Reserve Account for such Bonds and for purposes of Section 15(T) in the issuance of such Bonds as Additional Parity Obligations, such variable rate shall be assumed to be equal to the 20-year Bond Buyer Revenue Bonds Index rate per annum prevailing on the date of issuance, or such other rate as the Municipal Insurers, if any, of the then Outstanding Bonds shall approve. (2) The amount required to pay the principal of Serial Bonds of such series maturing in such Bond Year. (3) The Amortization Installment for the Term Bonds of such series for such Bond Year. In computing the Bond Service Requirement for any Bond Year for Bonds of any series, the

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Issuer shall assume that an amount of the Term Bonds of such series equal to the Amortization Installment for the Term Bonds of such series for such Bond Year will be retired by purchase or redemption in such Bond Year or that payment of such amount of Term Bonds at maturity will be fully provided for in such Bond Year. When determining the amount of principal of and interest on the Bonds which mature in any year, for purposes of this Resolution or the issuance of any Additional Parity Obligations, the stated maturity date of Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to Term Bonds in such year shall be deemed to mature in such year. In the event the Issuer has purchased or entered into an agreement to purchase direct obligations of the United States of America or obligations the principal of and interest on which are fully guaranteed by the United States of America (“Government Obligations”) from moneys in the Bond Amortization Account, then the income received or to be received on such Government Obligations from the date of acquisition thereof to the date of maturity thereof, shall be taken into consideration in calculating the payments which will be required to be made into the Sinking Fund. The Bond Service Requirement for any Bond Year shall be adjusted to reflect any amounts on deposit in the Sinking Fund in excess of current requirements (including amounts required to cure any deficiencies in prior deposits) and available for the payment of the Bond Service Requirement in such Bond Year. “Bond Year” shall mean the annual period ending on a principal maturity date, or, with respect to the Rebate Fund, the period defined by the Code. “Bonds” shall mean the 2009 Bonds and all Additional Parity Obligations. “Capital Appreciation Bonds” shall mean Bonds of a series so designated, the interest on which shall be compounded semiannually and payable only at maturity or earlier redemption. “City” shall mean the City of Pensacola, Florida, a municipal corporation of the State. “City Council” shall mean the City Council of the City, the governing body of the Issuer. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Federal Securities” shall mean direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. “Fiscal Year” shall mean the period commencing on October 1 of each year and continuing to and including the succeeding September 30, or such other annual period as may be established by law as the Issuer’s fiscal year. “Fitch” shall mean Fitch Ratings, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer. Page 7 of 45 RIL-4/02/09 8004-AuthReso

“Holder of Bonds,” “Bondholders,” “Registered Owner” or “Owner” or any similar term shall mean the owner of any registered 2009 Bond, as shown on the Bond Register. The Issuer may deem and treat the person in whose name any 2009 Bond is registered as the absolute owner thereof for the purpose of receiving payment of, or on account of, the principal or redemption price thereof and interest due thereon, and for all other purposes. “Interest Account” shall mean the account of that name established in the Sinking Fund pursuant to Section 15(C)(1) herein. “Issuer” shall mean the City. “Maximum Bond Service Requirement” for any series of Bonds shall mean, as of any particular date of calculation, the greatest amount of aggregate Bond Service Requirements for the then current or any future Bond Year. “Minimum Bond Service Requirement” for any series of Bonds shall mean the lowest amount of aggregate Bond Service Requirements for any Bond Year commencing after the project financed with such Bonds is first placed in service. “Moody’s” shall mean Moody’s Investors Service, Inc., a corporation organizaed and existing under the laws of the State of Delaware, its successor and their assigns, or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the Issuer. “Municipal Bond Insurance Policy” shall mean a bond purchase agreement, letter or line of credit, surety bond, insurance policy, credit facility or guaranty issued by a Municipal Insurer at the request of the Issuer in connection with a series of Bonds, securing the timely payment of principal of and interest on the Bonds of such series. “Municipal Insurer” shall mean any nationally recognized financial institution or insurer of principal and interest on the Bonds whose bond purchase agreement, letter or line of credit, surety bond, insurance policy, credit facility or guaranty would result in such Bonds being rated in one of the highest two categories by Standard & Poor’s or Moody’s, and shall mean, as to the 2009 Bonds, shall mean the Municipal Insurer named in the Official Statement described herein, or any successor thereto. “Municipal Obligations” shall mean obligations, the interest on which is exempt from federal income tax under Section 103(a) of the Internal Revenue Code of 1954, as amended, or which is excluded from individual gross income pursuant to Section 103 of the Code, provided that the timely payment of the principal thereof and interest thereon shall be unconditionally guaranteed by a Municipal Insurer or Federal Securities have been placed in escrow in sufficient amounts to pre-refund such Municipal Obligations to a date certain.

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“Non-Ad Valorem Revenues” shall mean all revenues of the Issuer derived from any source whatsoever other than ad valorem taxation on real and personal property, which are legally available for payment of debt service by the Issuer. “Paying Agent” shall mean the bank or trust company which the Issuer may designate to serve as paying agent for a series of Bonds. “Pledged Revenues” shall mean the (1) the Available Tax Increment Revenues, (2) the Non-Ad Valorem Revenues budgeted, appropriated, and deposited in the Sinking Fund created and established under this Resolution, and (3) until otherwise applied as provided herein, the moneys held in the funds and accounts hereunder (except the Rebate Fund) and the income on investment thereof. “Principal Account” shall mean the account of that name established in the Sinking Fund pursuant to Section 15(C)(1) herein. “Rating Agency” or “Agencies” shall mean Moody’s, Fitch and/or S&P, and/or such other nationally recognized securities rating agency, whichever shall have a rating then in effect with respect to the Bonds. “Rebate Fund” shall mean the fund as designated and created pursuant to Section 15(U) hereof. “Redevelopment Area” shall mean the following area in the City contained within the blighted area described in Resolution Nos. 54-80 and 65-81 of the City Council: That area situated in the City of Pensacola, Escambia County, Florida, which is bound on the west by “A” Street; on the north by Cervantes Street; on the east by 17th Avenue, the L&N Railroad trestle and the mouth of Bayou Texar, and on the south by Pensacola Bay. “Redevelopment Trust Fund” shall mean the fund created and established on March 8, 1984, by Ordinance No. 13-84 of the City for the Community Redevelopment Agency of the Issuer, into which shall be deposited the Tax Increment Revenues. “Registrar” shall mean the paying agent for the Bonds, or such other person, firm or corporation as may, from time to time be designated by the Issuer as the Registrar for the Bonds. “Reserve Account” shall mean the account of that name established in the Sinking Fund pursuant to Section 15(C)(1) herein. “Reserve Account Insurance Policy” shall mean, with respect to any series of Bonds, a policy of insurance, surety bond, credit facility, line of credit or letter of credit issued by a Municipal Insurer providing for the payment of an amount equal to the Reserve Requirement to the Paying Agent in lieu of payment from the Reserve Account; provided, however, that if such series of Bonds shall be secured by a Municipal Bond Insurance Policy, such Reserve Account Insurance

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Policy shall have been approved by the Municipal Insurer issuing such Municipal Bond Insurance Policy. “Reserve Requirement” shall mean an amount equal to the Maximum Bond Service Requirement on all of Bonds entitled to share in the Reserve Account, but not to exceed as to any series of such Bonds the lesser of (1) the Maximum Bond Service Requirement on all Bonds with respect to which such Maximum Bond Service Requirement is computed in the current or any subsequent Fiscal Year (2) one hundred twenty-five percent (125%) of the average annual Bond Service Requirement on such Bonds in the current or any subsequent Fiscal Years, or (3) ten percent (10%) of the proceeds of such series of Bonds, within the meaning of Section 147 of the Code. “Resolution” shall mean this resolution of the Issuer as hereafter amended and supplemented from time to time in accordance with the provisions hereof. “Revenue Fund” shall mean the revenue fund established pursuant to Section 15(B) herein. “Serial Bonds” shall mean the Bonds of a series which shall be stated to mature in annual installments. “Sinking Fund” shall mean the sinking fund established pursuant to Section 15(C)(1) herein. “Standard & Poor’s” or “S&P” shall mean Standard & Poor’s Credit Market Services, a division of McGraw Hill, Inc., a corporation organized and existing under the laws of the State of New York or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the Issuer. “State” shall mean the State of Florida. “Tax Increment Revenues” shall mean the amount of increment in the income, proceeds, revenues and other funds of the Issuer and all other taxing authorities, whose jurisdiction includes the Redevelopment Area, except school districts and water management districts and other taxing entities enumerated in Section 163.387(1)(c), Florida Statutes, none of which entities currently levy taxes within the Redevelopment Area, computed in accordance with and required to be deposited in the Redevelopment Trust Fund by Section 163.387(1), Florida Statutes. “Term Bonds” shall mean the Bonds of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account. Section 3.

FINDINGS. It is hereby found, determined and declared that:

A. On September 25, 1980, the City Council declared itself the Community Redevelopment Agency of the City pursuant to Section 163.357, Florida Statutes, and its Resolution No. 55-80. All the rights, powers, duties, privileges and immunities of the Community

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Redevelopment Agency of the City, including the power to issue bonds and other obligations, were thereby vested in the City Council and the Issuer in accordance with such Section 163.357. B. On March 8, 1984, pursuant to Ordinance No. 13-84 of the Issuer, the Redevelopment Trust Fund was created for the Community Redevelopment Agency of the Issuer. The Redevelopment Trust Fund is required to be maintained and administered as a separate account of the City for the purposes expressed in such ordinance and Chapter 163, Florida Statutes. C. The Pledged Revenues are not now pledged or encumbered in any manner, except for the payment of the 2004 Note. D. It is necessary and desirable to construct and operate a Community Maritime Park to enhance the Redevelopment Area and provide public recreation. E. The estimated cost of the 2009 Project authorized herein does not exceed $40 Million. Such costs shall be paid from the net proceeds derived from the sale of the 2009 Bonds, together with other funds, if any, available to the Issuer. Such costs shall be deemed to include such expenses as may be necessary, incident and proper for the financing herein authorized. F. The principal of and interest on the Bonds and all required Sinking Fund, reserve and other payments shall be limited obligations of the Issuer, payable solely from and secured by an irrevocable lien upon and pledge of the Pledged Revenues, as provided herein. The Bonds shall not constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida, nor any political subdivision thereof, nor the Issuer shall be obligated (1) to levy ad valorem taxes on any property to pay the principal of the Bonds, the interest thereon, the reserves therefor, or other costs incidental thereto or (2) to pay the same from any other funds of the Issuer, except from the Pledged Revenues, in the manner provided herein. The Bonds shall not constitute a lien upon any property of the Issuer, but shall constitute a lien only on the Pledged Revenues in the manner provided herein. G. The estimated Pledged Revenues to be derived by the Issuer will be sufficient to pay all principal of and interest on the 2009 Bonds to be issued hereunder, as the same become due, and to make all required Sinking Fund, Reserve and other payments required by this Resolution. Section 4.

PROJECT AUTHORIZED.

A. The Issuer deems it necessary and in its best interest to provide for, construct and operate the 2009 Project to best enable the public to take advantage of the unique waterfront location of the Vince Whibbs Sr. Community Maritime Park. B. The cost of the 2009 Project authorized herein shall be deemed to include, without limitation, the fees of fiscal agents, financial advisors or consultants; the premiums and other costs of obtaining insurance on the 2009 Bonds; the creation and establishment of reasonable reserves for

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debt service; discount on sale of the 2009 Bonds; repayment of interim advances and indebtedness, if any; and such other costs and expenses as may be necessary or incidental to the financing herein authorized and the planning, engineering, design, acquisition and construction of the 2009 Project. Section 5. THIS RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Registered Owners thereof. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. The provisions hereof shall also be deemed to be for the benefit of each Municipal Insurer, subject only to the rights of the Owners of the Bonds. Section 6. AUTHORIZATION OF 2009 BONDS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as “CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2009”, herein defined as the “2009 Bonds”, are authorized to be issued in the aggregate principal amount of not exceeding $________________. Section 7. DESCRIPTION OF 2009 BONDS. The 2009 Bonds shall be dated as of such date, shall be numbered consecutively, from one upward; shall be in the denomination of $5,000 each or integral multiples thereof; shall bear interest at such rate or rates not exceeding the maximum rate allowed by law, such interest to be payable semiannually on such dates and in such years and amounts; and shall mature on such dates and in such years, and in such amounts all as set forth in the Bond Purchase Contract and the Official Statement described herein. The 2009 Bonds shall be issued in fully registered form, shall be payable with respect to both principal and premium, if any, upon presentation and surrender on the date fixed for maturity or redemption thereof at the corporate trust office of the Paying Agent named herein or the successor thereto hereinafter named by resolution of the Issuer; and shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts, all in accordance with and pursuant to the terms of this Resolution and the 2009 Bonds. No 2009 Bond shall be or become valid or binding for any purpose unless the same shall have been duly executed by the manual signature of an authorized signatory of the Registrar. Interest on 2009 Bonds, when due and payable, shall be paid by check or draft mailed to the person in whose name the 2009 Bond is registered, at the address shown in the Bond Register, at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date for the 2009 Bonds (the “Record Date”) irrespective of any transfer of the 2009 Bonds subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in the payment of interest due on such interest payment date; provided, however, that the Registrar will, at the written request of any Registered Owner of One Million Dollars ($1,000,000) or more in aggregate principal amount of 2009 Bonds, make payments of interest on such 2009 Bonds by wire transfer to the account within the United States designated by such Registered Owner to the Registrar in writing at least five (5) days before

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the Record Date of such payments. In the event of any such default, such defaulted interest shall be payable to the persons in whose names the 2009 Bonds are registered at the close of business on a special record date for the payment of defaulted interest as established by notice mailed by the Bond Registrar to the Registered Owners of the 2009 Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the persons in whose names such Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. If the date for payment of the principal of, premium, if any, or interest on the 2009 Bonds shall be a Saturday, Sunday, legal holiday or a day on which the banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday or legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Section 8. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer by its Mayor or Mayor Pro-tem, countersigned by the City Manager, and attested by the City Clerk, and its official seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The facsimile signature of such officers may be imprinted or reproduced on the Bonds in lieu of manual signatures. The Certificate of Authentication of the Bond Registrar, hereinafter described, shall appear on the 2009 Bonds, and no 2009 Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on such 2009 Bond. The authorized signature for the Bond Registrar shall at all times be a manual signature. In case any officer whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. Any Bonds may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bonds shall hold the proper office with the Issuer, although at the date of adoption of this Resolution such person may not have held such office or may not have been so authorized. Section 9.

NEGOTIABILITY, REGISTRATION AND EXCHANGE.

(A) Subject to the provisions hereof respecting registration and transfer, the 2009 Bonds shall be and shall have all the qualities and incidents of negotiable instruments under the laws of the State, and each successive Holder, in accepting any of the 2009 Bonds, shall be conclusively deemed to have agreed that the Bonds shall be and have all of such qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State. (B) There shall be a Bond Registrar for the 2009 Bonds which shall be a bank or trust company located within or without the State. The Bond Registrar shall maintain the registration books of the Issuer and be responsible for the transfer and exchange of the 2009 Bonds. The Issuer hereby designates the Paying Agent to serve as Bond Registrar and Paying Agent. The Bond Registrar shall maintain the books for the registration of the transfer and exchange of the Bonds in compliance with the Florida Registered Public Obligations Act and the system of registration as established by the Issuer pursuant thereto.

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2009 Bonds may be transferred upon the registration books, upon delivery to the Registrar, together with written instructions as to the details of the transfer of such 2009 Bonds, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employee identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any 2009 Bond shall be effective until entered on the registration books maintained by the Bond Registrar. Upon surrender for transfer or exchange of any 2009 Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered 2009 Bond or 2009 Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. The Issuer or the Bond Registrar may charge the Owner of such 2009 Bond for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new 2009 Bond shall be delivered. All 2009 Bonds presented for transfer, exchange, redemption or payment (if so required by the Bond Registrar), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Registered Owner or by his duly authorized attorney in fact or legal representative. All 2009 Bonds delivered upon transfer or exchange shall be dated and shall bear interest from such date that neither gain nor loss in interest shall result from the transfer or exchange. New 2009 Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the 2009 Bond surrendered, shall be secured by this Resolution and shall be entitled to all of the security and the benefits hereof to the same extent as the 2009 Bonds surrendered. The Issuer and the Bond Registrar may treat the Registered Owner of any 2009 Bond as the absolute Owner thereof for all purposes, whether or not such 2009 Bonds shall be overdue, and shall not be bound by any notice to the contrary. The person in whose name any 2009 Bond is registered may be deemed the Registered Owner thereof by the Issuer and the Bond Registrar, and any notice to the contrary shall be binding upon the Issuer and the Bond Registrar. (C) Whenever any 2009 Bonds shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such 2009 Bonds shall be cancelled and, upon request of the Issuer, destroyed by the Bond Registrar. Counterparts of the certificate of destruction evidencing any such destruction shall be furnished to the Issuer.

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C. BOOK ENTRY SYSTEM. Prior to the delivery of the 2009 Bonds, the City Manager, on behalf of the Issuer and with the consent of the Underwriters (as defined herein), may enter into an agreement in usual and customary form (the “Book Entry Agreement”) with the Registrar and Paying Agent and with the Depository Trust Company (“DTC”) or any successor thereto, or other securities depository, with such changes in the Book Entry Agreement as may be approved by the City Manager, his execution thereof to be conclusive proof of his approval, and make such other provision and perform such further acts as may be necessary or convenient to provide for the distribution of the 2009 Bonds in book entry form. In connection therewith, the City Manager shall be authorized to execute and deliver an appropriate letter of representations regarding the book-entry system. The Book Entry Agreement may provide that the 2009 Bonds shall be immobilized in the custody of DTC, with the beneficial owners of the Bonds having no right to receive the 2009 Bonds in the form of physical securities or certificates. In such event, ownership of the 2009 Bonds shall be shown by book entry on the system maintained and operated by DTC and its participants, and transfers of ownership of beneficial interests shall be made only by DTC and its participants, by book entry, the Issuer having no responsibility therefor. The 2009 Bonds in book entry form as set forth herein shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Issuer. Section 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Owner furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the Registrar for the Bonds. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this section shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on the source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. Section 11. PROVISIONS FOR REDEMPTION. The Bonds of a series may be redeemable by operation of the Bond Amortization Account or at the option of the Issuer, as provided in a resolution to be adopted by the Issuer prior to the issuance of the Bonds. Unless otherwise provided by such resolutions, the provisions of this Section 11 shall apply to the redemption of such Bonds. (A) Bonds in denominations greater than $5,000 shall be deemed to be an equivalent number of Bonds of the denomination of $5,000. In the event a Bond is of a denomination greater

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than $5,000, a portion of such may be redeemed, but Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice thereof will be given by the Registrar in the name of the Issuer, of the redemption of such Bonds, which notice shall specify the series and maturities and interest rates within maturities, if any, of the Bonds to be redeemed, the date of issue of such Bonds as originally issued, the redemption date and the place or places where amounts due upon such redemption will be payable and, if fewer than all of the Bonds of any like series, maturity and interest rate within maturities are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, the CUSIP numbers of such Bonds to be redeemed, and, in the case of the Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal amount thereof to be redeemed. Such notice shall further state that on such date there shall become due and payable upon each Bond to be redeemed the redemption price thereof, or the redemption price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable. Such notice shall be mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than (60) sixty days before the redemption date, to the Registered Owners of any Bonds or portions of Bonds which are to be redeemed, at their last addresses appearing upon the Bond Register at the close of business on the fifteenth (15th) day (whether or not a business day) preceding the date such notice is mailed. In the event of any redemption of Bonds at the option of the Issuer, such notice shall be mailed in like manner to the applicable Municipal Insurer, if any of such Bonds. Failure to give such notice, to the Registered Owner of any Bonds or any defect therein shall not affect the validity of the proceedings for the redemption of Bonds. (B) Except for notices of mandatory Sinking Fund redemptions by operation of the Bond Amortization Account, or unless there shall be on deposit with the Paying Agent sufficient funds to redeem such Bonds prior to the giving of such notice as acquired herein, the notice of redemption given by the Registrar shall expressly provide that such notice of redemption is conditioned upon deposit, with the Paying Agent, of sufficient fund to effect such redemption prior to the date the payment of the redemption price of such Bonds shall be payable. In the event that such moneys are not so deposited by the redemption date for which such conditional notice of redemption has been given, such notice of redemption shall be deemed rescinded and without effect. In addition, in such event, any Bonds submitted for redemption shall be returned to the persons from whom they were received, and the parties shall be restored to the original positions. (C) Notice having been mailed to the Registered Owners in the manner and under the conditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. On the date so designated for redemption, notice having been mailed and filed and moneys for payment of the redemption price being held in separate accounts in trust for the Holders of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Owners of such Bonds or portions of Bonds, shall have no rights in respect thereof except to receive payment of the redemption price thereof.

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(D) Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to the Holder thereof, the costs of which shall be paid by the Issuer, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. (E) Whenever any Bonds shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Bonds shall be cancelled and, upon request of the Issuer, destroyed by the Bond Registrar. Counterparts of the certificate of destruction evidencing any such destruction shall be furnished to the Issuer. (F) Upon any optional redemption of Term Bonds in part, the remaining Amortization Installments in respect of such Term Bonds shall be adjusted to reflect such optional redemption, in such manner as the Issuer shall determine. (G) The 2009 Bonds shall be subject to optional and mandatory redemption prior to maturity as provided in Bond Purchase Contract and Official Statement as described herein. The 2009 Bonds designated as Term Bonds in said Official Statement shall be subject to mandatory redemption by operation of the Bond Amortization Account in the years and amounts set forth in said Official Statement. (H) Capital Appreciation Bonds in denominations greater than an authorized maturity amount shall be deemed to be an equivalent number of Bonds in the denomination of an authorized maturity amount. If a Capital Appreciation Bond is of a maturity amount larger than the minimum authorized maturity amount, a portion of such Bond may be redeemed, in the amount of an authorized maturity amount, or integral multiples thereof. (I) Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to the Registered Owners thereof, the costs of which shall be paid by the Issuer, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. Section 12. FORM OF 2009 BONDS. The text of the 2009 Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Resolution:

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(Form of Bonds) Registered No. R-

Registered $_________ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF PENSACOLA, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2009

Rate of Interest

Maturity Date

Dated Date

Cusip

Registered Owner: Principal Amount:

KNOW ALL MEN BY THESE PRESENTS, that the City of Pensacola, Florida, a municipal corporation of the State of Florida (hereinafter called “Issuer”) for value received, hereby promises to pay to the Registered Owner set forth above, or registered assigns, on the Maturity Date set forth above, upon presentation and surrender hereof, the Principal Amount set forth above, solely from the revenues hereinafter mentioned, and to pay solely from such revenues, interest on said sum from the Dated Date of this Bond or from the most recent interest payment date to which interest has been paid, at the Rate of Interest per annum set forth above, until the payment of such principal sum, such interest being payable October 1, 2009, and semiannually thereafter on the first days of April and October of each year. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof on the date fixed for maturity or redemption at the principal office of _________________________________ (the “Paying Agent” and “Registrar”) in __________________________________, Florida, or at the office designated for such payment of any successor thereof. The interest on this Bond, when due and payable, shall be paid by check or draft mailed to the Registered Owner, at his address as it appears on the Bond Register, at the close of business on the 15th day of the month (whether or not a business day) next preceding the interest payment date (the “Record Date”), irrespective of any transfer of this Bond subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date; except that the Registrar will, at the written request of any Registered Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds, make payments of interest on such Bonds by wire transfer to the account within the United States designated by such Registered Owner to the Registrar in writing at least five (5) days before the Record Date of such payments. In the event the Issuer shall be in default in the payment of interest due on such interest payment date, such defaulted interest shall be payable to the Registered Owner at the close of business on a special record date for the payment of defaulted interest as established by notice mailed by the Bond Registrar to the Registered Owner of this Bond not less than fifteen days preceding such

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special record date. Such notice shall be mailed to the person in whose name this Bond is registered at the close of business on the fifth (5th) day preceding the date of mailing. All amounts due hereunder shall be payable in any coin or currency of the United States, which is, at the time of payment, legal tender for the payment of public or private debts. This Bond is one of a duly authorized issue of Bonds in the aggregate principal amount of $__________, of like date of original issue, tenor and effect, except as to number, installment, redemption provisions, maturity and interest rate, authorized for the purposes of refunding certain outstanding revenue bonds of the Issuer, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, as amended, Chapter 163, Part II, Florida Statutes, as amended, Chapter 15425, Laws of Florida, Special Acts of 1931, as amended and supplemented, and other applicable provisions of law, and Resolution No. __-09, duly adopted by the Issuer on _____________, 2009, as amended and supplemented (herein after called the “Resolution”). This Bond is subject to all the terms and conditions of such Resolution, a copy of which is on file with the Paying Agent. This Bond, and the issue of Bonds of which it is a part, are limited obligations of the Issuer payable solely from and secured by an irrevocable lien upon and pledge of the Pledged Revenues, as defined in the Resolution, which consist of the Available Tax Increment Revenues of the City, Non-Ad Valorem Revenues budgeted, appropriated and deposited in the Sinking Fund created and established under the Resolution, all as defined and described in the Resolution, and the moneys in certain funds and accounts under the Indenture. This Bond does not constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida, nor any political subdivision thereof, nor the Issuer shall be obligated (1) to levy ad valorem taxes on any property to pay the principal of the Bonds, the interest thereon, the reserves therefor or other costs incidental thereto or (2) to pay the same from any other funds of the Issuer, except from the Pledged Revenues, in the manner provided in the Resolution. It is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon any property of the Issuer, but shall constitute a lien only on the Pledged Revenues, in the manner provided in the Resolution. In and by the Resolution the Issuer has covenanted and agreed with the Owners of the Bonds that it will (1) take all action legally available to it to insure the receipt of Pledged Revenues sufficient to make all payments of principal and interest on the Bonds, as and when the same become due, and all other payments required by the Resolution, and will take no action which will impair or adversely affect its receipt of the Pledged Revenues, and (2) set up and appropriate in the annual City budget for expenditure from the Pledged Revenues, in each of the Fiscal Years during which the Bonds are outstanding and unpaid, sufficient amounts of such Pledged Revenues to pay one hundred per centum (100%) of the principal and interest becoming due in such year on the outstanding Bonds of this issue and on all other obligations payable on a parity therewith, plus one hundred per centum (100%) of all other payments required by the Resolution. Pursuant to the Resolution, the City has reserved the right to issue additional obligations, payable on a parity with the Bonds, in the manner, and upon the terms and conditions provided in the Resolution, and has entered into certain other covenants and agreements respecting the Bonds, as to which reference is

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made to the Resolution. Pursuant to the Resolution, the Issuer has reserved the right to amend the Resolution and to issue Additional Bonds, payable on a parity with the Bonds of this issue, in the manner, and upon the terms and conditions provided in the Resolution. Until all of the Bonds are paid or deemed paid pursuant to the provisions of the Resolution, the Issuer has covenanted to appropriate in its annual budget, by amendment if required, in each Fiscal Year, Non-Ad Valorem Revenues sufficient to pay the Bond Service Requirements on the Bonds, as the same become due and payable. Notwithstanding the foregoing, the Issuer has not covenanted to maintain any services or programs, now provided or maintained by the Issuer, which generate Non-Ad Valorem Revenues. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem Revenues is cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid and deposited. “Non-Ad Valorem Revenues” means all revenues of the Issuer derived from any source whatsoever other than ad valorem taxation on real and personal property, which are legally available for payment of debt service by the Issuer The afore-described covenant to budget and appropriate does not give Bondholders a prior claim on the Non-Valorem Revenues as opposed to claims of general creditors of the Issuer. The covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purpose and in the manner stated herein shall have the effect of making available for the payment of deficiencies in the Sinking Fund in the manner described in the Resolution Non-Ad Valorem Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution. The covenant is subject to the budgeting for and payment for other services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable law. To the extent that the Issuer is in compliance with the covenant described above and the covenant described in the Resolution relating to issuance of Additional Bonds and has budgeted and appropriated in each Fiscal Year Non-Ad Valorem Revenues sufficient to pay the Bond Service Requirements on the Bonds as the same become due and payable, the Resolution and the obligations of the Issuer contained in the Resolution shall not be construed as a limitation on the ability of the Issuer to pledge or covenant to pledge its Non-Ad Valorem Revenues for other legally permissible purposes. Optional Redemption. The 2009 Bonds maturing in the years ____ through ______, both inclusive, are not redeemable prior to their respective stated dates of maturity. The 2009 Bonds maturing in the year _______ and thereafter, are redeemable prior to their respective stated dates of maturity at the option of the City, in whole or in part, from such maturities as the City may elect (and by lot within a single maturity), on April 1, 20__, or on any date thereafter, at the following redemption prices

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(expressed as percentages of the principal amount of the 2009 Bonds so redeemed), plus accrued interest to the date fixed for redemption, if redeemed in the following years: Redemption Period (Both Dates Inclusive)

Redemption Price

April 1, ____ through March 31, ____ April 1, ____ and thereafter

101% 100%

Mandatory Redemption. The 2009 Bonds maturing on April 1, ____ are Term Bonds subject to mandatory redemption in part prior to maturity by lot, in such manner as shall be determined by the Registrar, through Amortization Installments by operation of the Bond Amortization Account, at redemption prices equal to 100% of the principal amount thereof, plus interest accrued to the date fixed for redemption, commencing on April 1, 20__, and each April 1 thereafter in the years and principal amounts as follows:

Year

Principal Amount

20__* * Maturity Any such redemption, either in whole or in part, shall be made in the manner and upon the terms and conditions provided in the Resolution. Bonds in denominations greater than $5,000 shall be deemed to be an equivalent number of Bonds of the denomination of $5,000. In the event a Bond is of a denomination larger than $5,000, a portion of such may be redeemed, but Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be given by the Registrar (who shall be the Paying Agent for the Bonds, or such other person, firm or corporation as may from time to time be designated by the Issuer as the Registrar for the Bonds) prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed in whole or in part in the manner provided in the Resolution. Failure to give such notice to any Owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of the Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. Upon surrender of any Bond for redemption in part only, the Issuer shall issue and deliver to the Registered Owner thereof, the costs of which shall be paid by the

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Issuer, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitations or provisions. Subject to the provisions set forth herein for registration and transfer, this Bond is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code Investment Securities of the State of Florida. The Bonds are issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple of $5,000. Subject to the limitations and upon payment of the charges provided in the Resolution, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations. This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing, at the principal office of the duly appointed Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Any Bonds delivered for transfer shall be accompanied by written instrument of transfer, in form and with guaranty of signature satisfactory to the Registrar, specifying the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the federal employer identification number and date of the trust and the name of the trustee. In all cases of the transfer of a Bond, the Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive at the earliest practicable time in accordance with the provisions of the Resolution. No transfer of any Bond shall be effective until entered on the registration books maintained by the Bond Registrar. The Issuer may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Issuer shall not be affected by any notice to the contrary.

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This Bond shall not be deemed valid or obligatory for any purpose unless it shall have been duly executed by the manual signature of an authorized officer of the Registrar.

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IN WITNESS WHEREOF, the City of Pensacola, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Mayor, countersigned by the manual or facsimile signature of the City Manager, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manual or facsimile signature of its City Clerk, all as of Dated Date set forth above.

CITY OF PENSACOLA, FLORIDA (SEAL)

By: ________________________________ Mayor COUNTERSIGNED

_________________________________ City Manager

ATTESTED:

_________________________________ City Clerk

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ASSIGNMENT FOR VALUE RECEIVED, the undersigned _________________________________________ ______________________________________________________________________________ (the “Transferor”), hereby sells, assigns, and transfers unto _______________ ______________________________________________________________________________(P lease insert name and Social Security or Federal Employer Identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________________________ (the “Transferee”) as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: ____________________________ Signature Guaranteed:

_______________________________________ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. ____________________________________ NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied.

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CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR

This Bond is one of the Issue of the within described Bonds. The Dated Date, the Principal Amount, Rate of Interest, Maturity Date and Registered Owner shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Owner, in the Bond Register maintained for such purposes at the principal offices of the undersigned.

____________________________________ BOND REGISTRAR

By:_________________________________ Authorized Signature ___________________________________ Date of Authentication

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The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN --

as joint tenants with right of survivorship and not as tenants in common

UNIF TRANS MIN ACT -- _______________________________________ (Cust.)

Custodian for ________________________________________________ under Uniform Transfers to Minors Act of ___________________________ (State) Additional abbreviations may also be used though not in list above.

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Section 13.

APPLICATION OF 2009 BOND PROCEEDS.

The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the 2009 Bonds shall be applied by the Issuer simultaneously with the delivery of such 2009 Bonds to the purchaser thereof, as follows: A. The accrued interest, if any, shall be deposited in the Interest Account in the Sinking Fund herein created and shall be used only for the purpose of paying interest becoming due on the 2009 Bonds. B. Unless provided from other funds of the Issuer on the date of issuance of the 2009 Bonds, or unless the Issuer shall have delivered to the Paying Agent a Reserve Account Insurance Policy for the 2009 Bonds or unless the timely payment of principal and interest on the 2009 Bonds have been guaranteed by a Municipal Insurer which does not require either a Reserve Account or a Reserve Account Insurance Policy, a sum sufficient, with other funds on deposit in the Reserve Account, to equal the Reserve Requirement shall be deposited in the Reserve Account in the Sinking Fund, herein created and established, and shall be used only for the purposes provided therefor. C. Unless paid or reimbursed by the original purchasers of the 2009 Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the 2009 Bonds. D. The balance of the proceeds of the 2009 Bonds shall be deposited into a separate fund hereby created and established to be known as the “City of Pensacola Redevelopment Revenue Bonds Series 2009 Project Fund” (the “Project Fund”) and shall be used to pay costs of acquiring and constructing the 2009 Project. Section 14. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall be limited obligations of the Issuer, payable solely from the Pledged Revenues as herein provided. The Bonds do not constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith, credit or taxing power of the Issuer, the State of Florida or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida, nor any political subdivision thereof, nor the Issuer shall be obligated (1) to levy ad valorem taxes on any property to pay the principal of the Bonds, the interest thereon, the reserves therefor or other costs incidental thereto or (2) to pay the same from any other funds of the Issuer, except from the Pledged Revenues, in the manner provided herein. The acceptance of the Bonds by the Owners from time to time thereof shall be deemed an agreement between the Issuer and such Owners that the Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any property of the Issuer, but shall constitute a lien only on the Pledged Revenues, in the manner hereinafter provided. The payment of the principal of and the interest on the Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged Revenues, as defined herein, and the

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Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of and the interest on the Bonds, for the reserves therefor and for all other required payments. Section 15. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until payment has been provided for as herein permitted, or until there shall have been set apart in the Sinking Fund, herein established, including the Reserve Account therein, a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with the Holders of any and all Bonds as follows: A. ANNUAL APPROPRIATION. The Issuer will set up and appropriate in the annual budget for expenditure in each of the Fiscal Years during which the Bonds are outstanding and unpaid, from the Pledged Revenues, sufficient amounts of such Pledged Revenues to pay one hundred per centum (100%) of the principal and interest becoming due in such year on the outstanding Bonds and all other obligations payable on a parity therewith, plus one hundred per centum (100%) of all other payments required by this Resolution. Such covenant and agreement on the part of the Issuer to budget and appropriate sufficient amounts of such Pledged Revenues to make all payments required by this Resolution shall be cumulative, and shall continue until such Pledged Revenues in amounts sufficient to make all required payments shall have been budgeted, appropriated and actually paid in the manner hereinafter provided. B. APPLICATION OF FUNDS. The entire Pledged Revenues received in each Fiscal Year by the Issuer shall upon receipt be transferred from the Redevelopment Trust Fund and shall be deposited forthwith into a separate fund of the Issuer which is hereby created and designated “City of Pensacola, Series 2009 Redevelopment Refunding Revenue Fund” (the “Revenue Fund”) and used pursuant to the annual budget and appropriation ordinance or resolution only for the purposes and in the manner herein provided. Such Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. C. DISPOSITION OF REVENUES. All Pledged Revenues at any time remaining on deposit in the Revenue Fund shall be disposed of on or before the fifteenth (15th) day of each month commencing in the month immediately following the delivery of the Bonds, first to deposit to the Rebate Fund established under Section 15(K) of this Resolution an amount estimated to be sufficient to timely provide for the Rebate Deposit required thereunder, and then only in the following manner and in the following order of priority: (1) From the Pledged Revenues, the Issuer shall deposit into a separate fund which is hereby created and designated “City of Pensacola, Series 2009 Redevelopment Refunding Revenue Bonds Sinking Fund” (hereinafter called “Sinking Fund”), such sums as will be sufficient to pay one-sixth (1/6) of all interest becoming due on the Bonds on the next semiannual interest payment date and one-twelfth (1/12) of all principal maturing on the Serial Bonds on the next maturity date. All such payments, as provided above, shall include an amount sufficient to pay the fees and charges of the Registrar and Paying Agents for the Bonds. Such monthly payments shall be increased or decreased proportionately to the extent required to pay principal and interest becoming due the first and each succeeding Fiscal Year, after making allowances for the amounts of money,

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if any, which will be deposited in the Sinking Fund out of proceeds from the sale of the Bonds, or which will be on deposit therein from investment earnings. There are hereby created and established in the Sinking Fund four accounts to be known as the “Interest Account,” “Principal Account,” “Reserve Account,” and “Bond Amortization Account.” (2) On a parity with the deposits under paragraph (1) above in respect of maturing principal, the Issuer shall next deposit into the “Bond Amortization Account” hereby created and established within the Sinking Fund, if and to the extent required, a sum equal to one-twelfth (1/12) of the amount of the Amortization Installment for Term Bonds which shall become due and payable during the current Bond Year. Such payments shall be credited to a separate special account for each series of Term Bonds outstanding, and if there shall be more than one stated maturity for Term Bonds of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Bonds. The funds and investments in each such separate account shall be pledged solely to the payment of principal of the Term Bonds of the series or maturity within a series for which it is established and shall not be available for payment, purchase or redemption of Term Bonds of any other series or within a series, or for transfer to any other account in the Sinking Fund to make up any deficiencies in required payments therein. Upon the sale of any series of Term Bonds, the Issuer shall, by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity of Term Bonds within a series, the Amortization Installments for the Term Bonds of each maturity. In the event the moneys deposited for retirement of a maturity of Term Bonds are required to be invested, in the manner provided below, then the Amortization Installments may be stated in terms of either the principal amount of the investments to be purchased on, or the cumulative amounts of the principal amount of investments required to have been purchased by, the payment date of such Amortization Installment. Moneys on deposit in each of the separate special accounts or subaccounts in the Bond Amortization Account shall be used for the open market purchase or the redemption of Term Bonds of the series or maturity of Term Bonds within a series for which such separate special account is established or may remain in said separate special account and be invested until the stated date of maturity of the Term Bonds. The resolution establishing the Amortization Installments for any series or maturity of Term Bonds may limit the use of moneys to any one or more of the uses set forth in the preceding sentence. (3) (a) Revenues shall next be applied by the Issuer to maintain in the Reserve Account a sum equal to the Reserve Requirement, which sum shall initially be deposited therein from the proceeds of the sale of the Bonds unless a Reserve Account Insurance Policy has been established therefor as provided herein. The amount required to be on deposit in the Reserve Account shall be recomputed not less than annually, and any surplus may be transferred to the Revenue Fund. In the event any separate subaccounts have been created in the Reserve Account as provided in paragraph (d) below, the Revenues shall be applied pro-rata to the Reserve Account and the subaccounts therein, in proportion to the deficiencies therein. (b) Any withdrawals from the Reserve Account which reduce the balance below the then applicable Reserve Requirement shall be subsequently restored from the first moneys

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available in the Revenue Fund after all required current payments for the Sinking Fund (including all deficiencies in prior payments to those Funds) have been made in full. (c) Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Bonds, or maturing Amortization Installments, if any, when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose. (d) Notwithstanding the foregoing, the Issuer may, at any time, deposit a Reserve Account Insurance Policy with the Paying Agent. The amount available under such Reserve Account Insurance Policy shall be treated as a credit toward the amount required to be held on deposit in the Reserve Account pursuant to the terms hereof. If the terms of any Reserve Account Insurance Policy provide that the moneys available thereunder for payment of principal and interest on the Bonds may only be applied to the particular series of Bonds for which such Reserve Account Insurance Policy was established, the Issuer shall maintain a separate subaccount within the Reserve Account for such series of Bonds. The moneys in such subaccount shall be held and applied solely for such series of Bonds, and such series of Bonds shall have no claim upon or lien for payment from the other moneys in the Reserve Account. (4) Upon the issuance of any Additional Parity Obligations under the terms, limitations and conditions as are herein provided, the payments into the several accounts in the Sinking Fund shall be increased in such amounts as shall be necessary to make the payments for the principal of, interest on and reserves for such Additional Parity Obligations and, if Term Bonds are issued, the Amortization Installments, on the same basis as hereinabove provided with respect to the Bonds initially issued under this Resolution; provided, however, that if such Additional Parity Obligations bear interest at a variable rate, or if the Issuer elects to create a separate subaccount in the Reserve Account solely for a series of the Bonds, the amount, if any, required to be on deposit in the Reserve Account with respect to such Additional Parity Obligations shall be equal to the Reserve Requirement on such Additional Parity Obligations and moneys in such subaccount shall be available only for the Bonds for which it was established. No such Bonds having a separate subaccount in the Reserve Account shall be entitled to payment from the general Reserve Account but only from the special subaccount created for such series of Bonds. The Issuer shall not be required to make any further payments into the Sinking Fund when the aggregate amount of money in the Sinking Fund is at least equal to the total Bond Service Requirement of the Bonds then outstanding, plus the amount of redemption premium, if any, then due and thereafter to become due on such Bonds then outstanding by operation of the Bond Amortization Account. (5) The balance of any Pledged Revenues remaining in the Revenue Fund after the above required payments have been made may be used for the purchase or redemption of the Bonds or for any lawful purpose. (6) The Sinking Fund, including the Reserve Account and, the Bond Amortization Account and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the

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manner by which the deposit of public funds is authorized to be secured by the laws of the State. Moneys on deposit in the Sinking Fund (except the Reserve Account therein) may be invested and reinvested in the manner provided by law provided such investments either mature or are redeemable at not less than par at the option of the Issuer not later than the dates on which the moneys on deposit therein will be needed for the purpose of such fund. Moneys in the Reserve Account in the Sinking Fund may be invested and reinvested only in Authorized Investments in the manner provided by law. Any and all income received by the Issuer from such investments shall be deposited into the Revenue Fund except however, that investment income earned in the Bond Amortization Account shall remain therein or be transferred to the Principal Account or the Interest Account and used to pay maturing principal, Amortization Installments and interest on the Bonds. The cash required to be accounted for in each of the foregoing funds and accounts established herein may be deposited in a single bank account, and funds allocated to the various accounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the various purposes of such funds and accounts as herein provided. The designation and establishment of the various funds in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. The gross amount required to pay principal or interest and Amortization Installments on the Bonds on any payment date shall be deposited in trust for such purposes with the Paying Agent in immediately available funds on such payment date. Any provision hereof to the contrary notwithstanding, so long as the Issuer is not in default in the payment of principal, premium, if any, and interest on the Bonds, then the failure to deposit the Pledged Revenues into the Revenue and Sinking Funds created herein in the amounts required hereunder shall not be deemed a default hereunder so long as the full amount of such deposits necessary to make all such payments with respect to the Bonds are deposited in such funds on or prior to the date such payments are due. D. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for the credit of the Bond Amortization Account shall be applied to the retirement of term obligations as follows: (a) Subject to the provisions of Paragraph (c) below, the Issuer shall endeavor to purchase Term Bonds then outstanding at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the accrued interest to the date of delivery thereof. The Issuer shall pay the interest accrued on such Term Bonds to the date of delivery thereof from the Interest Account and the purchase price from the Bond Amortization Account, but no such purchase shall be made by the Issuer within the period of 45 days immediately preceding any interest payment date on which Term Bonds are subject to call for redemption, except from money in excess of the amounts set aside or deposited for the redemption of Term Bonds.

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(b) Subject to the provisions of Paragraph (c) below, whenever sufficient money is on deposit in the Bond Amortization Account to redeem $5,000 or more principal amount of Term Bonds, the Issuer shall call for redemption from money in the Bond Amortization Account such amount of Term Bonds then subject to redemption as, with the redemption premium, if any, will exhaust the money then held in the Bond Amortization Account as nearly as may be practicable. Prior to calling Term Bonds for redemption, the Issuer shall withdraw from the Interest Account and from the Bond Amortization Account and set aside in separate accounts or deposit with the Paying Agent the respective amounts required for paying the interest on and the principal of and redemption premium applicable to the Term Bonds so called for redemption. (c) Money in the Bond Amortization Account shall be applied by the Issuer in each Fiscal Year to the retirement of Term Bonds then outstanding in the following order: (i) The Term Bonds of each series of Bonds, to the extent of the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such series then outstanding, plus the applicable premium, if any, and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such series then outstanding, plus the applicable premium, if any; provided, however, that if the Term Bonds of any such series shall not then be subject to redemption from money in the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust the money applicable to the Term Bonds of such series under the provisions of this clause or in the purchase of such Term Bonds under the provisions of Paragraph 1 above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the Term Bonds of such series; and (ii) Any balance then remaining, other than money retained under the first clause of this paragraph (c), shall be applied to the retirement of such Term Bonds as the Issuer in its sole discretion shall determine, but only, in the case of the redemption of Term Bonds of any series, in such amounts and on such terms as may be provided in the resolution authorizing the issuance of the obligations of such series. (d). The Issuer shall deposit into the Bond Amortization Account Amortization Installments for the amortization of the principal of the Term Bonds, together with any deficiencies for prior required deposits, such Amortization Installments to be in such amounts and to be due in such years as shall be determined by resolution of the governing body of the Issuer prior to the delivery of the Bonds. The Issuer shall pay from the Sinking Fund all expenses in connection with any such purchase or redemption. The amounts required to be deposited into the Sinking Fund in any month shall be adjusted to reflect any amounts on deposit in excess of current requirements (including deficiencies in prior requirements) and available for the payment of Bonds Service Requirements for the current Bond year.

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E. BOOKS AND RECORDS. The Issuer shall also keep books and records of the Pledged Revenues which shall be kept separate and apart from all other books, records and accounts of the Issuer, and the Holders of not less than ten per centum (10%) of the Bonds shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. F. ANNUAL AUDIT. The Issuer shall also, at least once a year, within 180 days after the close of its Fiscal Year, cause the financial statements of the Issuer including the Pledged Revenues to be properly audited by a recognized independent firm of certified public accountants and shall make generally available the report of such audits to any Holder or Holders of Bonds. A copy of such annual audit shall regularly be furnished to each Municipal Insurer, the Rating Agencies, and to any Holder of any Bonds who shall have requested in writing that a copy of such reports be furnished him. G. REMEDIES. Any Holder of Bonds issued under the provisions hereof or any trustee acting for the Holders of such Bonds, may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State, or granted and contained herein, and may enforce and compel the performance of all duties required herein or by any applicable statutes to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any Holder of the Bonds any lien on any real or personal property of the Issuer or any right to require or compel the exercise by the Issuer of its ad valorem taxing power or any other taxing power in any form on any real or personal property for any purpose. H. OPERATING BUDGET. In accordance with law, the Issuer shall annually, preceding each of its Fiscal Years, prepare and adopt a detailed budget of the estimated revenues and expenditures during such next succeeding Fiscal Year, which budget may be amended from time to time in accordance with law. The Issuer shall mail copies of its annual budget to each Municipal Insurer of any Bonds and to any Registered Owner of Bonds who shall file his address with the Issuer and request in writing that a copy be furnished him and shall make such budget available at all reasonable times to any Registered Owner of Bonds or to anyone acting for and on behalf of such Registered Owner. I. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not hereafter issue any other obligations payable from the Tax Increment Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the 2009 Bonds and the interest thereon upon said Tax Increment Revenues except under the conditions and in the manner provided herein. Any obligations issued by the Issuer other than the 2009 Bonds herein authorized and any Additional Parity Obligations provided for in Subsection J below, payable from such Tax Increment Revenues, shall contain an express statement that such obligations are junior and subordinate in all respects to the 2009 Bonds, as to lien on and source and security for payment from such Tax Increment Revenues.

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J. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity Obligations, payable on a parity with the 2009 Bonds from the Tax Increment Revenues shall be issued after the issuance of any 2009 Bonds, except for the lawful purposes of the Issuer or for refunding purposes and except upon the conditions and in the manner herein provided: (a) There shall have been prepared and accepted by the City Council of the Issuer a report by the City’s Director of Finance, based in part on reports of others as necessary, setting forth the established capital costs of any projects proposed to be financed by such Additional Parity Obligations; schedules of construction and debt services; projected annual expenses of operation and maintenance of the projects; the estimated annual costs of renewals, replacements, and additions thereto; and the estimated annual revenues from any revenue producing facilities proposed to be constructed or acquired from the proceeds of the Additional Parity Obligations. (b) There shall have been obtained and filed with the Issuer a certificate of an independent certified public accountant of suitable experience and responsibility: (i) stating that the financial statements of the Issuer relating to the collection and receipt of Tax Increment Revenues have been audited by him for the Fiscal Year immediately preceding the date of sale of the proposed Additional Parity Obligations or, as to Additional Parity Obligations proposed to be issued during the first twelve months after the date of issuance of the 2009 Bonds, for the period elapsed since such date for which data is available, or for any twelve (12) consecutive months period out of the eighteen (18) consecutive months immediately preceding the date of sale of the proposed Additional Parity Obligations; (ii) setting forth the amount of Available Tax Increment Revenues, as defined herein, received by the Issuer for the audited period referred to in (i) above, with respect to which such certificate is made; (iii) stating that the Available Tax Increment Revenues described in (ii) above equal at least 1.50 times the Maximum Bond Service Requirement on all Bonds then outstanding and on the proposed Additional Parity Obligations with respect to which such certificate is made. (c) There shall have been prepared and filed with the City Council of the Issuer a certificate of the Director of Finance estimating that the annual budgeted revenues of the Issuer for the current Fiscal Year in which the Additional Parity Obligations will be issued, adjusted in accordance with generally accepted accounting principles, will be sufficient to pay all expenses to be incurred in the operation of the Issuer and to pay the Bond Service Requirement becoming due on (i) the 2004 Note, (ii) all 2009 Bonds and all Additional Parity Obligations, if any, then outstanding and (iii) the Additional Parity Obligations with respect to which the certificate is made, in such Fiscal Year. (d) Each resolution authorizing the issuance of Additional Parity Obligations will recite that the applicable covenants herein contained will be applicable to such Additional Parity Obligations. (e) Immediately following the issuance of such Additional Parity Obligations, the Issuer shall not be in default in performing any of the covenants and obligations assumed hereunder, and all payments herein required to have been made into the accounts and funds, as provided hereunder, shall have been made to the full extent required.

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(f) Any provision hereof to the contrary notwithstanding, no Additional Parity Obligations which bear interest at a variable rate shall be issued hereunder unless (1) a Municipal Insurer or financial institution having capital, surplus and undivided profits of not less than $100 million, shall have agreed to fund any of such Bonds which the Owners thereof may require the Issuer to repurchase, for a period of not less than 7 years, (2) such Bonds shall not bear interest at a rate in excess of 6 percentage points above the 20-year Bond Buyer Revenue Bond Index rate prevailing on the date of issuance of such Bonds, and (3) the Municipal Insurer consents to such issuance in writing. (g) The requirements of Subsection 15(J)(a) and (b) above shall not apply to any Additional Parity Obligations issued to refund and defease any outstanding Bonds but only if the Average Bond Service Requirement on such Additional Parity Obligations is less than the Average Bond Service Requirements on the Bonds so refunded and defeased and such Additional Parity Obligations do not mature later than such Bonds so refunded. (h) As to any series of Bonds, the payment of principal and interest on which is guaranteed by a Municipal Insurer, the Municipal Insurer may consent to the issuance of Additional Parity Obligations upon terms not contemplated in this Section 15, in the manner provided in Section 16 hereof. Any such consent shall be deemed the consent of the Owners of such series of Bonds to the issuance of such Additional Parity Obligations. K. TAX COMPLIANCE. (1) The Issuer at all times while the Bonds and the interest thereon are outstanding will comply with all applicable provisions of the Code, in order to ensure that the interest on the Bonds will be excluded from gross income for Federal income tax purposes, except that the provisions of this Section 15(K) shall not apply to any Bonds issued as taxable Bonds. The Issuer hereby covenants with the Registered Owners of the Bonds that it will make no investment or other use of the proceeds of the Bonds or any other series of Additional Parity Obligations issued under the Resolution, the income on which is excluded from gross income for federal income tax purposes, which would cause such series of Bonds to be “arbitrage bonds” as that term is defined in Section 148 of the Code and that it will comply with the requirements of that Section of the Code and regulations promulgated thereunder throughout the term of such series of Bonds. (2) Rebate Fund. (A) The Issuer shall establish a Rebate Fund, outside the lien of this Resolution, which shall be a separate trust fund held by the Issuer, solely for the purposes hereof, and the amounts therein shall be applied solely as specified herein or in a letter of instructions in connection with the Issuer’s certification of compliance with the provisions of Section 148 of the Code at the time of issuance of the Bonds. The Issuer shall engage an accountant or other person or firm of suitable experience to make such periodic calculations of the Issuer’s rebate liability on the Bonds as shall be required to comply with Section 148(e) of the Code and shall deposit to the credit of the Rebate Fund, hereby created, the full amount of the Issuer’s accrued and unpaid rebate liability under Section 148(e) of the Code. The Issuer shall keep such records of the computations made pursuant to this Section as are required under Section 148(e) and other applicable provisions of the Code. The Issuer shall keep such records concerning the investments of the gross proceeds of the Bonds subject to Rebate and the investments of earnings from those investments as may be required in order to make the aforesaid computations. This subsection (2) may be superseded or

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amended by new calculations accompanied by an opinion of nationally recognized bond counsel addressed to the Issuer to the effect that the use of the new calculations are in compliance with this Resolution and will not cause the interest on the Bonds to become included in gross income for Federal income tax purposes. (3) The Issuer covenants that upon request it will make all filings of reports or other documents as may be required by Section 149(e) of the Code and regulations promulgated thereunder throughout the term of the Bonds of such series. (4) The Issuer covenants that it will not take any action or allow any action which would cause the Bonds to become private activity bonds as described in Section 141 of the Code. (5) The Issuer covenants to take all actions reasonable and necessary to maintain the exclusion of the interest on the Bonds (other than Bonds issued as taxable Bonds) from gross income for federal income tax purposes, including compliance with the letter of instructions received by the Issuer in connection with its certification regarding arbitrage at the time of delivery of any series of Bonds. The Issuer covenants to budget and appropriate in each Fiscal Year in which any deposit to the Rebate Fund may be required pursuant hereto, from Available Tax Increment Revenues, an amount sufficient to make such deposit. (6) The provisions of this subsection J may be modified or amended by resolution of the Issuer without the consent of any Municipal Insurer or Registered Owner of any Bonds, upon receipt of an opinion of nationally recognized bond counsel to the effect that such modification or amendment will not adversely affect the exclusion from gross income of interest on the Bonds for purposes of federal income taxation. L. RECEIPT OF FUNDS. The Issuer will take all action legally available to it to ensure the receipt of Tax Increment Revenues sufficient to make all payments of principal of and interest on the 2004 Note and the Bonds, as and when the same become due, and all other payments required herein, and will take no action which will impair or adversely affect its receipt of the Tax Increment Revenues. M.

BUDGET AND APPROPRIATION OF FUNDS.

(1) Until all of the Bonds are paid or deemed paid pursuant to the provisions of this Resolution, the Issuer hereby covenants to appropriate in its annual budget, by amendment if required, in each Fiscal Year, Non-Ad Valorem Revenues sufficient to pay the Bond Service Requirements on the Bonds, as the same become due and payable. Notwithstanding the foregoing, the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, which generate Non-Ad Valorem Revenues. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid and deposited.

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The afore-described covenant to budget and appropriate does not give the Bondholders a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. This covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purpose and in the manner stated herein shall have the effect of making available for the payment of deficiencies in the Sinking Fund in the manner described herein Non-Ad Valorem Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Resolution. This covenant is subject to the budgeting for and payment for other services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable law. To the extent that the Issuer is in compliance with the covenant contained above and the covenants set forth in Paragraph (2) of this Section M, and has budgeted and appropriated in each Fiscal Year Non-Ad Valorem Revenues sufficient to pay the Bond Service Requirements on the Bonds as the same become due and payable, this Resolution and the obligations of the Issuer contained herein shall not be construed as a limitation on the ability of the Issuer to pledge or covenant to pledge its Non-Ad Valorem Revenues for other legally permissible purposes. Upon deposit of Non-Ad Valorem Revenues appropriated in each Fiscal Year into the Sinking Fund, such Non-Ad Valorem Revenues shall become Pledged Revenues, and the Holders of the Bonds shall have a first lien on such Pledged Revenues until the Bond Service Requirements on the Bonds shall be paid or deemed paid within the meaning of this Resolution. (2) The Issuer shall not incur additional debt secured by or payable from all or a portion of the Non-Ad Valorem Revenues unless the total amount of Non-Ad Valorem Revenues for the prior Fiscal Year were at least two (2.00) times the maximum annual debt service on all debt obligations (including all long-term financial obligations appearing on the Issuer’s most recent audited financial statements and the debt proposed to be incurred, but excluding any such debt or long-term financial obligations being refinanced by such additional debt) secured by or payable from all or a portion of the Non-Ad Valorem Revenues (collectively, the “Debt”); provided, however, that to the extent any portion of such Debt is primarily secured by or payable from sources other than Non-Ad Valorem Revenues (“Other Sources”) and for the prior Fiscal Year such Other Sources equaled at least 1.50 times the maximum annual debt service on such portion of the Debt, then such portion of the Debt shall not be included as Debt hereunder. Debt service on any Debt shall be computed in accordance with the requirements of the documents under which such portion of the Debt was issued or incurred; provided, however, that for purposes of this Section 15M(2), interest on any Debt which bears interest at a variable rate of interest shall be deemed to bear interest at the greater of (i) 1.25 times the most recently published Bond Buyer Revenue Bond 30-Year Index, or (ii) 1.25 times actual average interest rate during the prior Fiscal Year of the Issuer. Section 16. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto, may

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be made without the consent in writing of (1) in the case of any series of Bonds, the timely payment of principal and interest on which are not guaranteed by a Municipal Insurer, the Owners of two-thirds or more in principal amount of each series of the Bonds then outstanding, or (2) as to any series of Bonds, the timely payment of principal and interest on which is unconditionally guaranteed by a Municipal Insurer, the written consent of such Municipal Insurer; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affect the unconditional promise of the Issuer to pay the principal of and interest on the Bonds as the same shall come or reduce the percentage of the Holders of the Bonds required to consent to any material modification or amendment hereof, without the consent in writing of the Holder or Holders of all such Bonds; provided, further, that no such modification or amendment shall allow or permit any acceleration of the payment of principal of or interest on the Bonds upon any default in the payment thereof whether or not the Holders of the Bonds consent thereto. In addition to the other provisions of this Resolution permitting amendments and modifications, this Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds (i) to cure any ambiguity, correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein, (ii) to provide any technical or mechanical provision necessary or desirable for the issuance of Capital Appreciation Bonds or Bonds bearing interest at a variable rate, (iii) to provide other changes which will not adversely affect the interest of such Holder of Bonds, (iv) to provide for the issuance of Bonds in coupon form if, in the opinion of a nationally recognized bond counsel, such issuance will not affect the exemption from federal income taxation of interest on the Bonds, (v) to provide for the issuance of Bonds, the interest on which is not excluded from gross income for federal tax purposes, and (vi) to provide for the issuance of Build America Bonds, tax credit bonds or other types of bonds permitted by Section 103 and Sections 141 through 150 of the Code. Section 17. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the 2009 Bonds, then, and in that event, the pledge of and lien on the Pledged Revenues in favor of the Holders of the 2009 Bonds shall be no longer in effect. For purposes of the preceding sentence, deposit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities or Municipal Obligations fully insured as to principal and interest by a Municipal Insurer (or deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Bondholders, in respect to which such Federal Securities or certificates of deposit (or such other securities or investments), the principal of which, together with the income thereon, will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on the outstanding 2009 Bonds, shall be considered “provision for payment.” Nothing herein shall be deemed to require the Issuer to call any of the outstanding 2009 Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. Section 18. ARBITRAGE. No use will be made of the proceeds of the 2009 Bonds which would cause the same to be “arbitrage bonds” within the meaning of the Code. The Issuer at

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all times while the 2009 Bonds are outstanding will comply with the requirements of Section 148 of the Code and any valid and applicable rules and regulations promulgated thereunder. Section 19. USE OF ADDITIONAL FUNDS FOR DEBT PAYMENT. Subject to the provisions of the Florida Constitution, nothing herein contained shall preclude the Issuer from using any legally available funds, in addition to the Pledged Revenues herein provided, which may come into its possession, including but not limited to the proceeds of sale of the Bonds, contributions or grants, for the purpose of payment of principal of and interest on the Bonds, or the payment of Amortization Installments, if any, or the purchase or redemption of such Bonds in accordance with the provisions of this Resolution. Section 20. SEVERABILITY. If any one or more of the covenants, agreements, or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds or coupons issued hereunder. Section 21. AWARD OF 2009 BONDS. The Issuer hereby finds, determines and declares that the current rapidly changing bond market conditions require that the sale of the 2009 Bonds be negotiated at private sale rather than offered by competitive bid at public sale in order to assure the necessary flexibility to change the maturities, redemption features and interest rates necessary to obtain the most favorable terms in the bond market. The Issuer further finds that due to the requirement of selecting a competitive sale date far in advance of the date for receipt of bids, a competitive sale would not, in all likelihood, result in better interest rates on the 2009 Bonds. The negotiated sale of an aggregate principal amount not in excess of the amount authorized herein of the 2009 Bonds is hereby authorized pursuant to Section 218.385, Florida Statutes. The appropriate officers of the Issuer are hereby authorized and directed to enter into the Bond Purchase Contract for the 2009 Bonds in substantially the form attached hereto as Exhibit “A” (the “Bond Purchase Contract”), with such additions and modifications not inconsistent with the provisions hereof as shall be approved by the City Manager (such approval to be conclusively established by his execution thereof) and to deliver the same to the underwriters of the 2009 Bonds named therein (the “Underwriters”). Notwithstanding anything to the contrary herein, the approval of the Bond Purchase Contract and the authority granted herein with respect thereto shall be subject to the following limitations: (a) the true interest cost of the 2009 Bonds shall not exceed ____% and (b) the Underwriters’ discount (exclusive of original issue discount) shall not exceed ___% of the aggregate principal amount of the 2009 Bonds. Section 22. TERMS OF 2009 BONDS. The 2009 Bonds, in registered form in the denomination of $5,000 each or integral multiples thereof; and numbered consecutively from one upward, shall be dated as of such date, shall mature on the dates and in the years and amounts and bear interest, payable on such dates and at such rates, and shall be redeemable, all as are set forth in the Bond Purchase Contract and the Official Statement. The 2009 Bonds maturing in a single year and having periodic mandatory Amortization Installments prior to such year are designated Term

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Bonds, and shall be retired from deposits of Amortization Installments in the years and amounts set forth therein. Section 23.

APPROVAL OF OFFICIAL STATEMENT FOR 2009 BONDS.

The use of a Preliminary Official Statement in marketing the 2009 Bonds is hereby authorized and approved. The Preliminary Official Statement may be deemed final for purposes of Rule 15-c2-12 of the Securities and Exchange Commission by the City Manager, who is authorized to deliver a certificate to that effect and the Issuer hereby ratifies and approves the execution of the certificate of the City Manager with respect thereto. The Issuer is hereby authorized to compile and execute a final Official Statement (the “Official Statement”), including any amendments thereto, subsequent to the award of the sale of the 2009 Bonds to the Underwriters in substantially the form of the Preliminary Official Statement, and the use thereof by the Underwriters in connection with the sale of the 2009 Bonds is hereby authorized. Section 24. AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The proper officers of the Issuer and the Issuer’s Financial Advisor, RBC Capital Markets, are hereby authorized and directed to negotiate the terms of the Bond Purchase Contract and the proper officers of the Issuer are hereby authorized to execute and deliver the Bond Purchase Contract and to execute the 2009 Bonds when prepared and deliver the same to the Underwriters upon payment of the purchase price pursuant to the conditions stated in the Bond Purchase Contract. The Mayor, Mayor Pro-tem, City Manager, City Finance Director, City Attorney, Assistant City Attorney, and City Clerk, Assistant City Clerk of the Issuer and Lott & Associates, P.L., Bond Counsel for the Issuer, are each designated agents of the Issuer in connection with the issuance and delivery of the 2009 Bonds, and are authorized and empowered, collectively or individually, to take all actions and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the 2009 Bonds and which are not inconsistent with the terms and provisions of this Resolution and other actions relating to the 2009 Bonds heretofore taken by the Issuer including, without limitation, execution and delivery of any commitments with respect to the issuance of a Municipal Bond Insurance Policy, agreements for a Reserve Account Insurance Policy and and sale and purchase of investments. Section 25

MUNICIPAL BOND INSURANCE POLICY.

The Mayor, Mayor Pro-Tem, City Manager and Finance Director of the Issuer are hereby authorized to take such actions (including, without limitation, approval of changes to the documents herein approved) and to execute such commitments, agreements, certificates, instruments and opinions as shall be necessary or desirable to procure the issuance of the Municipal Bond Insurance Policy by the Municipal Insurer. Section 26. ______________.

PAYING AGENT.

The paying agent for the 2009 Bonds shall be

Section 27. TEMPORARY BONDS. The Issuer is authorized to execute and deliver, at the closing of the 2009 Bonds pursuant to the Bond Purchase Contract, typed temporary 2009 Bonds in the form and manner described in the Bond Purchase Contract, and to use its best efforts Page 41 of 45 RIL-4/02/09 8004-AuthReso

to expedite the printing, execution and delivery of definitive 2009 Bonds in exchange therefore at such time as Bonds shall no longer be held in the book-entry system of Depository Trust Company. Until so exchanged the Holders of the typed temporary 2009 Bonds shall be entitled to full benefits and security provided in this Resolution for Holders of 2009 Bonds. Section 28. REPEAL OF INCONSISTENT INSTRUMENTS. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Nothing herein shall be deemed to impair the superior rights of the Holders of the 2004 Note. It is expressly acknowledged that the 2009 Bonds are junior and subordinate to the 2004 Note as to lien and source of security and payment from the Tax Increment Revenues. Section 29. upon its adoption.

EFFECTIVE DATE. This resolution shall become effective immediately

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Duly adopted this ___ day of __________, 2009. CITY OF PENSACOLA, FLORIDA

(SEAL) ____________________________________ Mayor Attest:

_________________________________ City Clerk

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STATE OF FLORIDA COUNTY OF ESCAMBIA

I, __________, City Clerk to the City of Pensacola, Florida, do hereby certify that the above and foregoing is a true and correct copy of Resolution No. _______ as the same was duly adopted and passed at a meeting of the City Council on the ____ day of __________, 2009, and as the same appears on record in my office. IN WITNESS WHEREOF, I hereunto set my hand and official seal this _____ day of _______________________, 2009. CITY OF PENSACOLA, FLORIDA

(SEAL) By:_________________________________ City Clerk

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EXHIBIT “A” BOND PURCHASE CONTRACT

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