Maritime Park Presentation and Bond Resolution

8/14/2019 Maritime Park Presentation and Bond Resolution

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TO:FROM:

DATE:

CITY COUNCIL MEMORANDUM

Mayor and City CouncilAlvin G. c o b g e rApril 7, 2009

SUBJECT: Maritime Park Presentation and Bond Resolution

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

n C i n r o 1r e n s a c o l a


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Community MaritimeCommunity MaritimeFinancingFinancing

RecommendatioRecommendatio

April 6, 2009April 6, 2009


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Approve the issuance of a 30fixed rate Capital ImprovemenRevenue Bond to provide $40net proceeds for the Maritimeproject.Pledge TIF revenues whichMaritime Park debt.Covenant to Budget & AppropBack ILIJPpledge from tine Cit~

RecommendationRecommendation

Long Term FinanciLong Term Financi

Approve the issuance of a Approve the issuance of a

fixed rate Capital Improvemfixed rate Capital Improvem

Revenue Bond to provide $Revenue Bond to provide $

net proceeds for the Maritinet proceeds for the Maritiproject.project.

PledgePledge -- TIF revenues whicTIF revenues whic

Maritime Park debt.Maritime Park debt. Covenant to Budget & AppCovenant to Budget & App

Back up pledge from the CBack up pledge from the C


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IF revenues are sufficient to meet anticipatend interest payments of 30 year borrowing.IF Revenues for FY2010 & FY2011 are proje010 lower than FY2009.IF revenues from 2012 forward are projecte

5010.unds for additional CRA Projects have beenrom the budget and may not be returned inay need to reduce CRA operating expenses.

unding for DIB, Landscape and Communitynterlocal Agreements may need to be reducCUA obligation may meed to be fumcdedupfroity with a repayment by CRA in the future.

AssumptionsAssumptions TIF revenues are sufficient to meet anticTIF revenues are sufficient to meet antic

and interest payments of 30 year borrowand interest payments of 30 year borrow

TIF Revenues for FY2010 & FY2011 are pTIF Revenues for FY2010 & FY2011 are p

5% lower than FY2009.5% lower than FY2009.

TIF revenues from 2012 forward are projTIF revenues from 2012 forward are proj

by 5%.by 5%. Funds for additional CRA Projects have bFunds for additional CRA Projects have be

from the budget and may not be returnefrom the budget and may not be returne

future.future.

May need to reduce CRA operating expenMay need to reduce CRA operating expen

Funding for DIB, Landscape and CommunFunding for DIB, Landscape and CommunInterlocal Agreements may need to be reInterlocal Agreements may need to be re

future.future.

ECUA obligation may need to be funded uECUA obligation may need to be funded u

City with a repayment by CRA in the futuCity with a repayment by CRA in the futu


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April 2007$19,500,000 is obligated to ECUA by CPayments begin FY2011 through FY202Interlocal Agreement provides a meanseach ann al payment if TIF revenue isAlternatives to payment structure

ECUA AgreemenECUA AgreemenRelocation of Main Street Wastewater TreatRelocation of Main Street Wastewater Treat

April 2007April 2007

$19,500,000 is obligated to ECUA by$19,500,000 is obligated to ECUA by

Payments begin FY2011 through FY2Payments begin FY2011 through FY2

Interlocal Agreement provides a meInterlocal Agreement provides a me

each annual payment if TIF revenueeach annual payment if TIF revenueby an act of the State Legislatureby an act of the State Legislature

Alternatives to payment structureAlternatives to payment structure

Invert the current payment schedInvert the current payment sched

Level debt payment of $1.3M begLevel debt payment of $1.3M begFY2013 thru FY2027FY2013 thru FY2027

OtherOther


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Identify Financing TeamIssuing Bonds requires 60 90Proposed Financing ScheduleCity Council approves BondResolution and authorizes CityManager to execute necessardocuments to sell bonds withiparametersCit~ Coul11cil is l110tified of lbol1results

Bond ProcessBond Process

Identify Financing TeamIdentify Financing Team

Issuing Bonds requires 60Issuing Bonds requires 60--

Proposed Financing ScheduProposed Financing Schedu

City Council approves BondCity Council approves Bond

Resolution and authorizes CResolution and authorizes C

Manager to execute necessManager to execute necess

documents to sell bonds widocuments to sell bonds wiparametersparameters

City Council is notified of boCity Council is notified of bo

r lresults


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April 10, 2009May 1, 2009

May 11, 2009June 15, 2009June 30, 2009

Draft Bond Resodistributed to CiDistribute DraftPreliminary OfficStatement (POSCity Council adopResolutionPricing for BondsClosing

Preliminary Key DaPreliminary Key Da

April 10, 2009April 10, 2009 -- Draft Bond ReDraft Bond Re

distributed todistributed to

May 1, 2009May 1, 2009 -- Distribute DraDistribute Dra

Preliminary OPreliminary OStatement (PStatement (PO

May 11, 2009May 11, 2009 -- City Council aCity Council a

ResolutionResolution

June 15, 2009June 15, 2009 -- Pricing for BoPricing for Bo June 30, 2009June 30, 2009 -- ClosingClosing


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Sources Par Amount Net Original DiscountUses

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

Sources & UsesSources & Uses

SourcesSources Par AmountPar Amount $48,735$48,735

Net Original DiscountNet Original Discount (2,721(2,721

$46,013$46,013

UsesUses Maritime Park FundMaritime Park Fund $40,000$40,000

Capitalized InterestCapitalized Interest 4,4984,498

Cost of IssuanceCost of Issuance 250250

Underwriters DiscountUnderwriters Discount 292292 Insurance PremiumInsurance Premium 971971

MiscMisc 11

$46,013$46,013,


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Cost of Issuance $250,000: Bond Counsel $49,500 Disclosure Counsel $37,500 Financial Advisor $72,500 Rating Agency Fees $70,000 CPA $10,000 Printing $7,500 Paying Agent $750 Misc $2,249

Underwriters Discount $292,410 Imsurance Premium $971,196

Estimated Cost of IssEstimated Cost of Iss

Cost of Issuance $250,000:Cost of Issuance $250,000:

Bond Counsel $49,500Bond Counsel $49,500

Disclosure Counsel $37,500Disclosure Counsel $37,500

Financial Advisor $72,500Financial Advisor $72,500

Rating Agency Fees $70,00Rating Agency Fees $70,00

CPA $10,000CPA $10,000

Printing $7,500Printing $7,500

Paying Agent $750Paying Agent $750

MiscMisc $2,249$2,249

Underwriters Discount $292,4Underwriters Discount $292,4

Insurance Premium $971,196Insurance Premium $971,196


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Regulatory CompliaRegulatory CompliaSEC RECOMMENDEDSEC RECOMMENDED

QUESTIONS OFFICIALS SHOULD ASK THEMSEQUESTIONS OFFICIALS SHOULD ASK THEMSESTAFFSTAFF

1.1. How have we allocated responsibilities foHow have we allocated responsibilities fo

of the official statement? Have we clearlyof the official statement? Have we clearly

responsibilities of all participants in the trresponsibilities of all participants in the tr

2.2. What processes or procedures have beenWhat processes or procedures have been

select qualified outside professionals? Hoselect qualified outside professionals? Ho

relying on them, and is our reliance apprrelying on them, and is our reliance appro

are they being compensated?are they being compensated?

3.3. What have we done to establish the accuWhat have we done to establish the accu

and operating information and its disclosuand operating information and its disclosu

statement? Has anything happened sincestatement? Has anything happened since

financial statements that needs to be discfinancial statements that needs to be disc


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:.' Regulatory Compliance - Contin

4.4. What policies and procedures have we develoWhat policies and procedures have we develowhether material conflicts of interest exist thawhether material conflicts of interest exist thadisclosed?disclosed?

5.5. What procedures have we established to accuWhat procedures have we established to accuproject, the bond terms, the sources of repayproject, the bond terms, the sources of repayassociated with the project? What procedureassociated with the project? What proceduresestablished for the investment and disbursemestablished for the investment and disbursemproceeds?proceeds?

6.6. Do our procedures permit the underwriters toDo our procedures permit the underwriters todue diligence and other responsibilities?due diligence and other responsibilities?

7.7. Have we fully considered any questions askedHave we fully considered any questions askedagencies?agencies?

Regulatory Compliance Con


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:.' Regulatory Compliance - Contin

8.8. What continuing disclosure responsibilitieWhat continuing disclosure responsibilitie

and what procedures have we establishedand what procedures have we establishedWho will determine and file the annual finWho will determine and file the annual fin

event disclosure information? Have we devent disclosure information? Have we d

individual to speak to the market on our individual to speak to the market on our

9.9. If we are relying on bond counsel, financIf we are relying on bond counsel, financitrustee to evaluate and meet our continutrustee to evaluate and meet our continu

requirements, what procedures are in plarequirements, what procedures are in pla

apprised of our financial condition and otapprised of our financial condition and oth

information?information?

10.10. Have our procedures produced an officialHave our procedures produced an official

feel accurately presents our financial confeel accurately presents our financial cond

the information a reasonable investor neethe information a reasonable investor nee

all the right people reviewed it?all the right people reviewed it?

Regulatory Compliance Con


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QUESTIONSQUESTIONS


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Page 1 of 45RIL-4/02/09 8004-AuthReso

RESOLUTION NO. __-09

A RESOLUTION OF THE CITY OF PENSACOLA, FLORIDA PROVIDINGFOR THE FINANCING OF A MARITIME PARK PROJECT; AUTHORIZINGTHE ISSUANCE BY THE CITY OF ITS CAPITAL IMPROVEMENT

REVENUE BONDS, SERIES 2009, IN A PRINCIPAL AMOUNT SUFFICIENTTO PRODUCE NET PROCEEDS OF NOT MORE THAN $40,000,000, TOFINANCE THE COST OF SUCH PROJECT; PLEDGING THE AVAILABLETAX INCREMENT REVENUES OF THE CITY TO SECURE PAYMENT OFTHE PRINCIPAL OF AND INTEREST ON THE BONDS; PROVIDING FORTHE RIGHTS OF THE HOLDERS OF THE BONDS; AUTHORIZINGEXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT FORSUCH PURPOSE; FIXING THE REDEMPTION PROVISIONS WITHRESPECT TO SUCH BONDS; AUTHORIZING USE OF AN OFFICIALSTATEMENT IN CONNECTION WITH THE MARKETING OF SUCHBONDS AND OTHER ACTION IN CONNECTION WITH THE DELIVERY

OF SUCH BONDS; DESIGNATING THE PAYING AGENT AND REGISTRARIN CONNECTION WITH THE BONDS; MAKING CERTAIN OTHERCOVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;COVENANTING TO BUDGET AND APPROPRIATE CERTAIN NON-ADVALOREM REVENUES; AUTHORIZING CERTAIN OFFICIAL ACTION BYTHE 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 adoptedpursuant to the provisions of the Act, hereinafter defined.

Section 2. DEFINITIONS. The following terms in this Resolution shall have thefollowing 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 toSection 6 of this Resolution.

2009 Project shall mean the public infrastructure portions of the Community MaritimePark, located on approximately 30 acres of land on the south side of Main Street at the foot ofSpring Street in Pensacola, Florida, all in accordance with plans and specifications on file or to beon 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 amendedand supplemented, and other applicable provisions of law.


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Additional Parity Obligations shall mean any additional obligations hereafter issued incompliance with the terms, conditions and limitations contained herein and which shall have anequal 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 anamount so designated which is established for the Term Bonds of such series, provided that (i) eachsuch installment shall be deemed to be due on such interest or principal maturity date of eachapplicable 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 ofTerm Bonds of such series authenticated and delivered on original issuance.

Authorized Investments shall mean the authorized investments provided in the MunicipalBond Insurance Policy, or in the event the Bonds are not insured, any of the following if and to theextent 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 orheld in book-entry form on the books of the Department of the Treasury) or obligations theprincipal of and interest on which are unconditionally guaranteed by the United States ofAmerica.

B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed byany of the following federal agencies and provided such obligations are backed by the fullfaith and credit of the United States of America (stripped securities are only permitted ifthey 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 AdministrationParticipation certificates

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

7. U.S. Maritime AdministrationGuaranteed Title XI financing


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8. U.S. Department of Housing and Urban Development (HUD)Project NotesLocal Authority BondsNew Communities Debentures - U.S. government guaranteed debentures

U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housingnotes and bonds.

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

1. Federal Home Loan Bank SystemSenior debt obligations

2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac)

Participation CertificatesSenior 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 ofunpaid principal.)

4. Student Loan Marketing Association (SLMA or Sallie Mae)Senior debt obligations

5. Resolution Funding Corp. (REFCORP) Only the interest component ofREFCORP strips which have been stripped by request to the Federal Reserve Bankof 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 byS&P of AAAm-g; AAAm; or AAm.

E. Certificates of deposit secured at all times by collateral described in (A) and/or (B)above. CDs must have a one year or less maturity. Such certificates must be issued bycommercial banks, savings and loan associations or mutual savings banks whose short termobligations are rated A or better by S&P. Should the institution not have an adequate S&Prating, 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 aperfected first security interest in the collateral.

F. Certificates of deposit, savings accounts, deposit accounts or money market depositswhich are fully insured by FDIC or FSLIC.

G. Investment Agreements, including GICs, acceptable to the Municipal Insurer.

H. Commercial paper rated Prime - 1 by Moodys and A-1 or A or better byS&P.

I. Bonds or notes issued by any state or municipality which are rated by Moodys andS&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 bankwhich has an unsecured, uninsured and unguaranteed obligation rating of Prime - 1 or

A3 or better by Moodys and A-1 or A or better by S&P.

K. Repurchase agreements provide for the transfer of securities from a dealer bank orsecurities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer ofcash from a municipal entity to the dealer bank or securities firm with an agreement that thedealer bank or securities firm will repay the cash plus a yield to the municipal entity inexchange for the securities at a specified date.

Repurchase Agreements must satisfy the following criteria or be approved by theMunicipal Insurer:

1. Repos must be between the municipal entity and a dealer bank or securitiesfirm.

a. Primary dealers on the Federal Reserve reporting dealer list whichfall under the jurisdiction of the SPIC and which are rated A or better byStandard & Poors Corporation or Moodys, or

b. Banks rated A or above by Standard & Poors Corporation andMoodys 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 theU.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 (iftrustee is not supplying the collateral) or third party acting as agent for thetrustee (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 thecollateral.

e. Collateral is free and clear of third-party liens and in the case of SIPCbroker was not acquired pursuant to a repo or reverse repo.

f. Failure to maintain the requisite collateral percentage, after a two dayrestoration period, will require the trustee to liquidate collateral.

g. Valuation of Collateral

(1) The securities must be valued weekly, marked-to-market atcurrent market price plus accrued interest

(2) The value of collateral must be equal to 104% of the amountof cash transferred by the municipal entity to the dealer bank orsecurity firm under the repo plus accrued interest. If the value ofsecurities held as collateral slips below 104% of the value of the cashtransferred by municipality, then additional cash and/or acceptablesecurities must be transferred. If, however, the securities used ascollateral are FNMA or FMAC, then the value of collateral mustequal 105%.

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

a. Repo meets guidelines under state law for legal investment of publicfunds.

L. Pre-refunded municipal bonds rated Aaa by Moodys and AAA by S&P. If,however, the issue is only rate by S&P (i.e., there if no Moodys rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteedobligations, or AAA rated pre-refunded municipals to satisfy this condition.

M. Money market mutual funds invested solely in the securities described in Clause Aof this definition.

Additional Notes


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(i) Any state administered pool investment fund in which the Issuer is statutorilypermitted or required to invest may be acceptable subject to approval of the MunicipalInsurer 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 andmarked to market at least once per year. Debt Service Reserve Fund investments may nothave maturities extending beyond 5 years.

Average Bond Service Requirement shall mean for any series of Bonds the sum of theBond Service Requirements in each year in which such series of Bonds is outstanding divided bythe number of years such series of Bonds is scheduled to remain outstanding.

Available Tax Increment Revenues shall mean the moneys available in theRedevelopment Trust Fund after provision has been made in each year for the payment of theoutstanding 2004 Note.

Bond Amortization Account shall mean the account of that name established in theSinking 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 seriesduring such Bond Year, except to the extent that such interest shall have been provided bypayments into the Sinking Fund out of bond proceeds for a specified period of time. In computingthe 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 assumedto be the rate of interest per annum equal to the higher of (1) the actual rate of interest per annumborne 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 monthspreceding the month of computation of the Bond Service Requirement for such series or such lesserperiod as such Bonds may have actually been outstanding; provided, however, that in determiningthe Bond Service Requirement on such variable rate Bonds for purposes of establishing the initialdeposit into the Reserve Account for such Bonds and for purposes of Section 15(T) in the issuanceof such Bonds as Additional Parity Obligations, such variable rate shall be assumed to be equal tothe 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 insuch Bond Year.

(3) The Amortization Installment for the Term Bonds of such series for such BondYear. 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 AmortizationInstallment for the Term Bonds of such series for such Bond Year will be retired by purchase orredemption in such Bond Year or that payment of such amount of Term Bonds at maturity will befully provided for in such Bond Year. When determining the amount of principal of and interest onthe 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 theAmortization Installment, if any, applicable to Term Bonds in such year shall be deemed to maturein such year. In the event the Issuer has purchased or entered into an agreement to purchase directobligations of the United States of America or obligations the principal of and interest on which arefully guaranteed by the United States of America (Government Obligations) from moneys in theBond Amortization Account, then the income received or to be received on such GovernmentObligations from the date of acquisition thereof to the date of maturity thereof, shall be taken intoconsideration 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 amountson 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 ServiceRequirement in such Bond Year.

Bond Year shall mean the annual period ending on a principal maturity date, or, withrespect 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 onwhich 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 andobligations the principal of and interest on which are fully guaranteed by the United States ofAmerica, 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 establishedby law as the Issuers 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.


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Holder of Bonds, Bondholders, Registered Owner or Owner or any similar termshall mean the owner of any registered 2009 Bond, as shown on the Bond Register. The Issuermay deem and treat the person in whose name any 2009 Bond is registered as the absolute ownerthereof 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 Fundpursuant to Section 15(C)(1) herein.

Issuer shall mean the City.

Maximum Bond Service Requirement for any series of Bonds shall mean, as of anyparticular date of calculation, the greatest amount of aggregate Bond Service Requirements for thethen current or any future Bond Year.

Minimum Bond Service Requirement for any series of Bonds shall mean the lowestamount of aggregate Bond Service Requirements for any Bond Year commencing after the projectfinanced with such Bonds is first placed in service.

Moodys shall mean Moodys Investors Service, Inc., a corporation organizaed andexisting under the laws of the State of Delaware, its successor and their assigns, or, if suchcorporation is dissolved or liquidated or otherwise ceases to perform securities rating services, suchother 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 ofcredit, surety bond, insurance policy, credit facility or guaranty issued by a Municipal Insurer at therequest of the Issuer in connection with a series of Bonds, securing the timely payment of principalof and interest on the Bonds of such series.

Municipal Insurer shall mean any nationally recognized financial institution or insurer ofprincipal and interest on the Bonds whose bond purchase agreement, letter or line of credit, suretybond, insurance policy, credit facility or guaranty would result in such Bonds being rated in one ofthe highest two categories by Standard & Poors or Moodys, and shall mean, as to the 2009 Bonds,shall mean the Municipal Insurer named in the Official Statement described herein, or anysuccessor thereto.

Municipal Obligations shall mean obligations, the interest on which is exempt fromfederal income tax under Section 103(a) of the Internal Revenue Code of 1954, as amended, orwhich is excluded from individual gross income pursuant to Section 103 of the Code, provided thatthe timely payment of the principal thereof and interest thereon shall be unconditionally guaranteedby a Municipal Insurer or Federal Securities have been placed in escrow in sufficient amounts topre-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 sourcewhatsoever other than ad valorem taxation on real and personal property, which are legallyavailable 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) theNon-Ad Valorem Revenues budgeted, appropriated, and deposited in the Sinking Fund created andestablished under this Resolution, and (3) until otherwise applied as provided herein, the moneysheld in the funds and accounts hereunder (except the Rebate Fund) and the income on investmentthereof.

Principal Account shall mean the account of that name established in the Sinking Fundpursuant to Section 15(C)(1) herein.

Rating Agency or Agencies shall mean Moodys, Fitch and/or S&P, and/or such othernationally 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 theblighted 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, theL&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 theIssuer, into which shall be deposited the Tax Increment Revenues.

Registrar shall mean the paying agent for the Bonds, or such other person, firm orcorporation 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, apolicy of insurance, surety bond, credit facility, line of credit or letter of credit issued by aMunicipal Insurer providing for the payment of an amount equal to the Reserve Requirement to thePaying Agent in lieu of payment from the Reserve Account; provided, however, that if such seriesof 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 InsurancePolicy.

Reserve Requirement shall mean an amount equal to the Maximum Bond ServiceRequirement 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 withrespect to which such Maximum Bond Service Requirement is computed in the current or anysubsequent Fiscal Year (2) one hundred twenty-five percent (125%) of the average annual BondService Requirement on such Bonds in the current or any subsequent Fiscal Years, or (3) tenpercent (10%) of the proceeds of such series of Bonds, within the meaning of Section 147 of theCode.

Resolution shall mean this resolution of the Issuer as hereafter amended andsupplemented 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 annualinstallments.

Sinking Fund shall mean the sinking fund established pursuant to Section 15(C)(1)herein.

Standard & Poors or S&P shall mean Standard & Poors Credit Market Services, adivision of McGraw Hill, Inc., a corporation organized and existing under the laws of the State ofNew York or, if such corporation is dissolved or liquidated or otherwise ceases to performsecurities rating services, such other nationally recognized securities rating agency as may bedesignated 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 includesthe Redevelopment Area, except school districts and water management districts and other taxingentities enumerated in Section 163.387(1)(c), Florida Statutes, none of which entities currently levytaxes within the Redevelopment Area, computed in accordance with and required to be deposited inthe 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 onedate 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 CommunityRedevelopment Agency of the City pursuant to Section 163.357, Florida Statutes, and itsResolution 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, werethereby 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, theRedevelopment 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 accountof 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, exceptfor the payment of the 2004 Note.

D. It is necessary and desirable to construct and operate a Community Maritime Park toenhance the Redevelopment Area and provide public recreation.

E. The estimated cost of the 2009 Project authorized herein does not exceed $40Million. 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 includesuch 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, reserveand other payments shall be limited obligations of the Issuer, payable solely from and secured byan irrevocable lien upon and pledge of the Pledged Revenues, as provided herein. The Bonds shallnot constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith, creditor taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within themeaning of any constitutional or statutory provisions. Neither the State of Florida, nor any politicalsubdivision thereof, nor the Issuer shall be obligated (1) to levy ad valorem taxes on any propertyto pay the principal of the Bonds, the interest thereon, the reserves therefor, or other costsincidental thereto or (2) to pay the same from any other funds of the Issuer, except from thePledged Revenues, in the manner provided herein.

The Bonds shall not constitute a lien upon any property of the Issuer, but shall constitute alien 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 payall principal of and interest on the 2009 Bonds to be issued hereunder, as the same become due, andto 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 andoperate the 2009 Project to best enable the public to take advantage of the unique waterfrontlocation of the Vince Whibbs Sr. Community Maritime Park.

B. The cost of the 2009 Project authorized herein shall be deemed to include, withoutlimitation, the fees of fiscal agents, financial advisors or consultants; the premiums and other costsof 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 hereinauthorized 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 shallhold the same from time to time, this Resolution shall be deemed to be and shall constitute acontract between the Issuer and the Registered Owners thereof. The covenants and agreementsherein set forth to be performed by the Issuer shall be for the equal benefit, protection and securityof the Owners of any and all of the Bonds, all of which shall be of equal rank and withoutpreference, priority or distinction of any of the Bonds over any other thereof, except as expresslyprovided 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 theprovisions hereof, obligations of the Issuer to be known as CAPITAL IMPROVEMENTREVENUE BONDS, SERIES 2009, herein defined as the 2009 Bonds, are authorized to beissued in the aggregate principal amount of not exceeding $________________.

Section 7. DESCRIPTION OF 2009 BONDS. The 2009 Bonds shall be dated as ofsuch 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 themaximum rate allowed by law, such interest to be payable semiannually on such dates and in suchyears and amounts; and shall mature on such dates and in such years, and in such amounts all as setforth 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 toboth principal and premium, if any, upon presentation and surrender on the date fixed for maturityor redemption thereof at the corporate trust office of the Paying Agent named herein or thesuccessor thereto hereinafter named by resolution of the Issuer; and shall be payable in any coin orcurrency of the United States of America which at the time of payment is legal tender for thepayment of public or private debts, all in accordance with and pursuant to the terms of thisResolution and the 2009 Bonds. No 2009 Bond shall be or become valid or binding for anypurpose unless the same shall have been duly executed by the manual signature of an authorizedsignatory of the Registrar. Interest on 2009 Bonds, when due and payable, shall be paid by checkor draft mailed to the person in whose name the 2009 Bond is registered, at the address shown inthe Bond Register, at the close of business on the 15th day of the month (whether or not a businessday) next preceding the interest payment date for the 2009 Bonds (the Record Date) irrespectiveof any transfer of the 2009 Bonds subsequent to such Record Date and prior to such interestpayment date, unless the Issuer shall be in default in the payment of interest due on such interestpayment date; provided, however, that the Registrar will, at the written request of any RegisteredOwner 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 UnitedStates 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 bepayable to the persons in whose names the 2009 Bonds are registered at the close of business on aspecial record date for the payment of defaulted interest as established by notice mailed by theBond Registrar to the Registered Owners of the 2009 Bonds not less than fifteen days precedingsuch 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 Bondsshall be a Saturday, Sunday, legal holiday or a day on which the banking institutions in the citywhere the corporate trust office of the Paying Agent is located are authorized by law or executiveorder to close, then the date for such payment shall be the next succeeding day which is not aSaturday, Sunday or legal holiday or a day on which such banking institutions are authorized toclose, and payment on such date shall have the same force and effect as if made on the nominaldate 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 theCity 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 ofmanual 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 orbe entitled to any security or benefit under this Resolution unless such certificate shall have beenduly executed on such 2009 Bond. The authorized signature for the Bond Registrar shall at alltimes be a manual signature. In case any officer whose signature shall appear on any Bonds shallcease to be such officer before the delivery of such Bonds, such signature or facsimile shallnevertheless be valid and sufficient for all purposes the same as if he had remained in office untilsuch delivery. Any Bonds may be signed and sealed on behalf of the Issuer by such person who atthe actual time of the execution of such Bonds shall hold the proper office with the Issuer, althoughat the date of adoption of this Resolution such person may not have held such office or may nothave been so authorized.

Section 9. NEGOTIABILITY, REGISTRATION AND EXCHANGE.

(A) Subject to the provisions hereof respecting registration and transfer, the 2009 Bondsshall be and shall have all the qualities and incidents of negotiable instruments under the laws ofthe State, and each successive Holder, in accepting any of the 2009 Bonds, shall be conclusivelydeemed to have agreed that the Bonds shall be and have all of such qualities and incidents ofnegotiable 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 trustcompany located within or without the State. The Bond Registrar shall maintain the registrationbooks of the Issuer and be responsible for the transfer and exchange of the 2009 Bonds. The Issuerhereby designates the Paying Agent to serve as Bond Registrar and Paying Agent. The BondRegistrar shall maintain the books for the registration of the transfer and exchange of the Bonds incompliance with the Florida Registered Public Obligations Act and the system of registration asestablished 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 withthe social security number or federal employer identification number of such transferee and, if suchtransferee 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 ofany 2009 Bond shall be effective until entered on the registration books maintained by the BondRegistrar.

Upon surrender for transfer or exchange of any 2009 Bond, the Issuer shall execute and theBond Registrar shall authenticate and deliver in the name of the Registered Owner or the transfereeor transferees, as the case may be, a new fully registered 2009 Bond or 2009 Bonds of authorizeddenominations of the same maturity and interest rate for the aggregate principal amount which theRegistered Owner is entitled to receive at the earliest practicable time in accordance with theprovisions of this Resolution. The Issuer or the Bond Registrar may charge the Owner of such2009 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 respectto such transfer, and may require that such charge be paid before any such new 2009 Bond shall bedelivered.

All 2009 Bonds presented for transfer, exchange, redemption or payment (if so required bythe Bond Registrar), shall be accompanied by a written instrument or instruments of transfer orauthorization for exchange, in form and with guaranty of signature satisfactory to the BondRegistrar, duly executed by the Registered Owner or by his duly authorized attorney in fact or legalrepresentative.

All 2009 Bonds delivered upon transfer or exchange shall be dated and shall bear interestfrom such date that neither gain nor loss in interest shall result from the transfer or exchange. New2009 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 andshall be entitled to all of the security and the benefits hereof to the same extent as the 2009 Bondssurrendered.

The Issuer and the Bond Registrar may treat the Registered Owner of any 2009 Bond as theabsolute Owner thereof for all purposes, whether or not such 2009 Bonds shall be overdue, andshall not be bound by any notice to the contrary. The person in whose name any 2009 Bond isregistered may be deemed the Registered Owner thereof by the Issuer and the Bond Registrar, andany 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 2009Bonds 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 tothe Issuer.


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C. BOOK ENTRY SYSTEM. Prior to the delivery of the 2009 Bonds, the CityManager, on behalf of the Issuer and with the consent of the Underwriters (as defined herein), mayenter into an agreement in usual and customary form (the Book Entry Agreement) with theRegistrar and Paying Agent and with the Depository Trust Company (DTC) or any successorthereto, 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, andmake such other provision and perform such further acts as may be necessary or convenient toprovide for the distribution of the 2009 Bonds in book entry form. In connection therewith, theCity Manager shall be authorized to execute and deliver an appropriate letter of representationsregarding the book-entry system.

The Book Entry Agreement may provide that the 2009 Bonds shall be immobilized in thecustody of DTC, with the beneficial owners of the Bonds having no right to receive the 2009 Bondsin the form of physical securities or certificates. In such event, ownership of the 2009 Bonds shallbe shown by book entry on the system maintained and operated by DTC and its participants, andtransfers 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 setforth herein shall not be transferable or exchangeable, except for transfer to another Depository orto another nominee of a Depository, without further action by the Issuer.

Section 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In caseany Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretionissue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, inexchange and substitution for such mutilated Bond upon surrender and cancellation of suchmutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon theOwner furnishing the Issuer proof of his ownership thereof and satisfactory indemnity andcomplying with such other reasonable regulations and conditions as the Issuer may prescribe andpaying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by theRegistrar for the Bonds. If any of the Bonds shall have matured or be about to mature, instead ofissuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and ifsuch Bonds be lost, stolen or destroyed, without surrender thereof.

Any such duplicate Bonds issued pursuant to this section shall constitute original, additionalcontractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bondsbe at any time found by anyone, and such duplicate Bonds shall be entitled to equal andproportionate 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 seriesmay 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. Unlessotherwise provided by such resolutions, the provisions of this Section 11 shall apply to theredemption of such Bonds.

(A) Bonds in denominations greater than $5,000 shall be deemed to be an equivalentnumber 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 principalamount of $5,000 or any integral multiple thereof. In the event any of the Bonds or portionsthereof are called for redemption as aforesaid, notice thereof will be given by the Registrar in thename of the Issuer, of the redemption of such Bonds, which notice shall specify the series andmaturities 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 dueupon 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 otherdistinguishing marks of such Bonds so to be redeemed, the CUSIP numbers of such Bonds to beredeemed, and, in the case of the Bonds to be redeemed in part only, such notice shall also specifythe respective portions of the principal amount thereof to be redeemed. Such notice shall furtherstate that on such date there shall become due and payable upon each Bond to be redeemed theredemption price thereof, or the redemption price of the specified portions of the principal thereofin the case of Bonds to be redeemed in part only, together with interest accrued to the redemptiondate, and that from and after such date interest thereon shall cease to accrue and be payable. Suchnotice 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 Bondswhich are to be redeemed, at their last addresses appearing upon the Bond Register at the close ofbusiness on the fifteenth (15th) day (whether or not a business day) preceding the date such notice ismailed. In the event of any redemption of Bonds at the option of the Issuer, such notice shall bemailed in like manner to the applicable Municipal Insurer, if any of such Bonds. Failure to givesuch notice, to the Registered Owner of any Bonds or any defect therein shall not affect the validityof the proceedings for the redemption of Bonds.

(B) Except for notices of mandatory Sinking Fund redemptions by operation of theBond Amortization Account, or unless there shall be on deposit with the Paying Agent sufficientfunds to redeem such Bonds prior to the giving of such notice as acquired herein, the notice ofredemption given by the Registrar shall expressly provide that such notice of redemption isconditioned upon deposit, with the Paying Agent, of sufficient fund to effect such redemption priorto the date the payment of the redemption price of such Bonds shall be payable. In the event thatsuch moneys are not so deposited by the redemption date for which such conditional notice ofredemption has been given, such notice of redemption shall be deemed rescinded and withouteffect. In addition, in such event, any Bonds submitted for redemption shall be returned to thepersons 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 theconditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, onthe redemption date designated in such notice, become and be due and payable at the redemptionprice provided for redemption of such Bonds or portions of Bonds on such date. On the date sodesignated for redemption, notice having been mailed and filed and moneys for payment of theredemption price being held in separate accounts in trust for the Holders of the Bonds or portionsthereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions ofBonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall ceaseto be entitled to any lien, benefit or security under this Resolution, and the Owners of such Bondsor portions of Bonds, shall have no rights in respect thereof except to receive payment of theredemption price thereof.


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(D) Upon surrender of any Bond for redemption in part only, the Issuer shall issue anddeliver to the Holder thereof, the costs of which shall be paid by the Issuer, a new Bond or Bondsof authorized denominations in aggregate principal amount equal to the unredeemed portionsurrendered.

(E) Whenever any Bonds shall be delivered to the Bond Registrar for cancellation, uponpayment of the principal amount thereof, or for replacement, transfer or exchange, such Bonds shallbe cancelled and, upon request of the Issuer, destroyed by the Bond Registrar. Counterparts of thecertificate of destruction evidencing any such destruction shall be furnished to the Issuer.

(F) Upon any optional redemption of Term Bonds in part, the remaining AmortizationInstallments in respect of such Term Bonds shall be adjusted to reflect such optional redemption, insuch 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. The2009 Bonds designated as Term Bonds in said Official Statement shall be subject to mandatoryredemption by operation of the Bond Amortization Account in the years and amounts set forth insaid Official Statement.

(H) Capital Appreciation Bonds in denominations greater than an authorized maturityamount shall be deemed to be an equivalent number of Bonds in the denomination of an authorizedmaturity amount. If a Capital Appreciation Bond is of a maturity amount larger than the minimumauthorized maturity amount, a portion of such Bond may be redeemed, in the amount of anauthorized maturity amount, or integral multiples thereof.

(I) Upon surrender of any Bond for redemption in part only, the Issuer shall issue anddeliver to the Registered Owners thereof, the costs of which shall be paid by the Issuer, a new Bondor Bonds of authorized denominations in aggregate principal amount equal to the unredeemedportion surrendered.

Section 12. FORM OF 2009 BONDS. The text of the 2009 Bonds shall be insubstantially the following form with such omissions, insertions and variations as may be necessaryand desirable and authorized and permitted by this Resolution:


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(Form of Bonds)Registered RegisteredNo. R- $_________

UNITED STATES OF AMERICASTATE OF FLORIDA

CITY OF PENSACOLA, FLORIDACAPITAL 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, amunicipal 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 theMaturity Date set forth above, upon presentation and surrender hereof, the Principal Amount setforth 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 paymentdate to which interest has been paid, at the Rate of Interest per annum set forth above, until thepayment of such principal sum, such interest being payable October 1, 2009, and semiannuallythereafter on the first days of April and October of each year. The principal of and premium, ifany, on this Bond are payable upon presentation and surrender hereof on the date fixed for maturityor redemption at the principal office of _________________________________ (the PayingAgent and Registrar) in __________________________________, Florida, or at the officedesignated for such payment of any successor thereof. The interest on this Bond, when due andpayable, shall be paid by check or draft mailed to the Registered Owner, at his address as it appearson the Bond Register, at the close of business on the 15th day of the month (whether or not abusiness day) next preceding the interest payment date (the Record Date), irrespective of anytransfer 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 suchBonds by wire transfer to the account within the United States designated by such RegisteredOwner 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 paymentdate, such defaulted interest shall be payable to the Registered Owner at the close of business on aspecial record date for the payment of defaulted interest as established by notice mailed by theBond 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 isregistered at the close of business on the fifth (5th) day preceding the date of mailing. All amountsdue hereunder shall be payable in any coin or currency of the United States, which is, at the time ofpayment, 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 certainoutstanding revenue bonds of the Issuer, pursuant to the authority of and in full compliance withthe Constitution and laws of the State of Florida, including particularly Chapter 166, Part II, FloridaStatutes, as amended, Chapter 163, Part II, Florida Statutes, as amended, Chapter 15425, Laws ofFlorida, Special Acts of 1931, as amended and supplemented, and other applicable provisions oflaw, and Resolution No. __-09, duly adopted by the Issuer on _____________, 2009, as amendedand supplemented (herein after called the Resolution). This Bond is subject to all the terms andconditions 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 Issuerpayable 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 andestablished under the Resolution, all as defined and described in the Resolution, and the moneys incertain 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 constitutionalor statutory provisions. Neither the State of Florida, nor any political subdivision thereof, nor theIssuer shall be obligated (1) to levy ad valorem taxes on any property to pay the principal of theBonds, the interest thereon, the reserves therefor or other costs incidental thereto or (2) to pay thesame from any other funds of the Issuer, except from the Pledged Revenues, in the mannerprovided in the Resolution. It is further agreed between the Issuer and the Registered Owner of thisBond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon anyproperty of the Issuer, but shall constitute a lien only on the Pledged Revenues, in the mannerprovided in the Resolution.

In and by the Resolution the Issuer has covenanted and agreed with the Owners of theBonds that it will (1) take all action legally available to it to insure the receipt of Pledged Revenuessufficient to make all payments of principal and interest on the Bonds, as and when the samebecome due, and all other payments required by the Resolution, and will take no action which willimpair or adversely affect its receipt of the Pledged Revenues, and (2) set up and appropriate in theannual City budget for expenditure from the Pledged Revenues, in each of the Fiscal Years duringwhich the Bonds are outstanding and unpaid, sufficient amounts of such Pledged Revenues to payone hundred per centum (100%) of the principal and interest becoming due in such year on theoutstanding Bonds of this issue and on all other obligations payable on a parity therewith, plus onehundred per centum (100%) of all other payments required by the Resolution. Pursuant to theResolution, the City has reserved the right to issue additional obligations, payable on a parity withthe Bonds, in the manner, and upon the terms and conditions provided in the Resolution, and hasentered 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 theResolution and to issue Additional Bonds, payable on a parity with the Bonds of this issue, in themanner, 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 eachFiscal Year, Non-Ad Valorem Revenues sufficient to pay the Bond Service Requirements on theBonds, as the same become due and payable. Notwithstanding the foregoing, the Issuer has notcovenanted to maintain any services or programs, now provided or maintained by the Issuer, whichgenerate Non-Ad Valorem Revenues. Such covenant and agreement on the part of the Issuer tobudget and appropriate such amounts of Non-Ad Valorem Revenues is cumulative to the extent notpaid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds inamounts sufficient to make all such required payments shall have been budgeted, appropriated andactually paid and deposited. Non-Ad Valorem Revenues means all revenues of the Issuerderived 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 priorclaim on the Non-Valorem Revenues as opposed to claims of general creditors of the Issuer. Thecovenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment ofobligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafterentered 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 andin the manner stated herein shall have the effect of making available for the payment ofdeficiencies in the Sinking Fund in the manner described in the Resolution Non-Ad ValoremRevenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, ifnecessary, amounts sufficient to meet its obligations under the Resolution. The covenant is subjectto the budgeting for and payment for other services and programs which are for essential publicpurposes affecting the health, welfare and safety of the inhabitants of the Issuer or which arelegally mandated by applicable law.

To the extent that the Issuer is in compliance with the covenant described above and thecovenant described in the Resolution relating to issuance of Additional Bonds and has budgetedand appropriated in each Fiscal Year Non-Ad Valorem Revenues sufficient to pay the BondService Requirements on the Bonds as the same become due and payable, the Resolution and theobligations of the Issuer contained in the Resolution shall not be construed as a limitation on theability of the Issuer to pledge or covenant to pledge its Non-Ad Valorem Revenues for other legallypermissible purposes.

Optional Redemption.

The 2009 Bonds maturing in the years ____ through ______, both inclusive, are notredeemable 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 theoption of the City, in whole or in part, from such maturities as the City may elect (and by lot withina 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 accruedinterest to the date fixed for redemption, if redeemed in the following years:

Redemption Period(Both Dates Inclusive) Redemption Price

April 1, ____ through March 31, ____ 101%April 1, ____ and thereafter 100%

Mandatory Redemption.

The 2009 Bonds maturing on April 1, ____ are Term Bonds subject to mandatoryredemption 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 redemptionprices equal to 100% of the principal amount thereof, plus interest accrued to the date fixed forredemption, commencing on April 1, 20__, and each April 1 thereafter in the years and principal

amounts as follows:

PrincipalYear Amount

20__*

* Maturity

Any such redemption, either in whole or in part, shall be made in the manner and upon theterms and conditions provided in the Resolution.

Bonds in denominations greater than $5,000 shall be deemed to be an equivalent number ofBonds 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 calledfor redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to beredeemed will be given by the Registrar (who shall be the Paying Agent for the Bonds, or suchother person, firm or corporation as may from time to time be designated by the Issuer as theRegistrar for the Bonds) prior to the date fixed for redemption to the Registered Owner of eachBond to be redeemed in whole or in part in the manner provided in the Resolution. Failure to givesuch notice to any Owner of Bonds, or any defect therein, shall not affect the validity of anyproceeding for the redemption of the Bonds. All Bonds so called for redemption will cease to bearinterest after the specified redemption date provided funds for their redemption are on deposit at theplace of payment at that time. Upon surrender of any Bond for redemption in part only, the Issuershall 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 tothe unredeemed portion surrendered.

If the date for payment of the principal of, premium, if any, or interest on this Bond shall bea 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 toclose, 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, andpayment on such date shall have the same force and effect as if made on the nominal date ofpayment.

It is hereby certified and recited that all acts, conditions and things required to exist, tohappen and to be performed precedent to and in the issuance of this Bond exist, have happened andhave been performed in regular and due form and time as required by the laws and Constitution ofthe State of Florida applicable thereto, and that the issuance of the Bonds of this issue does notviolate any constitutional or statutory limitations or provisions.

Subject to the provisions set forth herein for registration and transfer, this Bond is and hasall 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 indenominations of $5,000 or any integral multiple of $5,000. Subject to the limitations and uponpayment of the charges provided in the Resolution, Bonds may be exchanged for a like aggregateprincipal amount of Bonds of the same maturity of other authorized denominations. This Bond istransferable 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 thelimitations and upon payment of the charges provided in the Resolution, and upon surrender andcancellation of this Bond. Any Bonds delivered for transfer shall be accompanied by writteninstrument 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 orfederal employer identification number of such transferee and, if such transferee is a trust, the nameand social security or federal employer identification numbers of the settlor and beneficiaries of thetrust, 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 theregistration books and shall authenticate and deliver in the name of the transferee or transferees anew fully registered Bond or Bonds of authorized denominations of the same maturity and interestrate for the aggregate principal amount which the Registered Owner is entitled to receive at theearliest practicable time in accordance with the provisions of the Resolution. No transfer of anyBond 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 (whetheror not this Bond shall be overdue) for the purpose of receiving payment of or on account ofprincipal hereof and interest due hereon and for all other purposes, and the Issuer shall not beaffected 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 beenduly 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 hascaused the same to be executed by the manual or facsimile signature of its Mayor, countersigned bythe manual or facsimile signature of the City Manager, and its corporate seal or a facsimile thereofto be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manualor 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 _______________

______________________________________________________________________________(Please insert name and Social Security or Federal Employer Identification number of assignee) thewithin Bond and all rights thereunder, and hereby irrevocably constitutes and appoints____________________________________________________________ (the Transferee) asattorney to register the transfer of the within Bond on the books kept for registration thereof, withfull 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 ora commercial bank or a trust company.

____________________________________NOTICE: No transfer will be registered and no new Bond will be issued in the name of theTransferee, unless the signature(s) to this assignment corresponds with the name as it appears uponthe face of the within Bond in every particular, without alteration or enlargement or any changewhatever and the Social Security or Federal Employer Identification Number of the Transferee issupplied.


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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 PrincipalAmount, 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 numberand the address of the Registered Owner, in the Bond Register maintained for such purposes at theprincipal 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 orregulations:

TEN COM -- as tenants in common

TEN ENT -- as tenants by the entireties

JT TEN -- as joint tenants with right ofsurvivorship and not as tenantsin 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 anyor 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 SinkingFund herein created and shall be used only for the purpose of paying interest becoming due on the2009 Bonds.

B. Unless provided from other funds of the Issuer on the date of issuance of the 2009Bonds, or unless the Issuer shall have delivered to the Paying Agent a Reserve Account InsurancePolicy for the 2009 Bonds or unless the timely payment of principal and interest on the 2009 Bondshave been guaranteed by a Municipal Insurer which does not require either a Reserve Account or aReserve 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 theSinking Fund, herein created and established, and shall be used only for the purposes providedtherefor.

C. Unless paid or reimbursed by the original purchasers of the 2009 Bonds, the Issuershall pay all costs and expenses in connection with the preparation, issuance and sale of the 2009Bonds.

D. The balance of the proceeds of the 2009 Bonds shall be deposited into a separatefund hereby created and established to be known as the City of Pensacola RedevelopmentRevenue Bonds Series 2009 Project Fund (the Project Fund) and shall be used to pay costs ofacquiring and constructing the 2009 Project.

Section 14. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall be limitedobligations of the Issuer, payable solely from the Pledged Revenues as herein provided. The Bondsdo 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, withinthe meaning of any constitutional or statutory provisions. Neither the State of Florida, nor anypolitical subdivision thereof, nor the Issuer shall be obligated (1) to levy ad valorem taxes on anyproperty to pay the principal of the Bonds, the interest thereon, the reserves therefor or other costsincidental thereto or (2) to pay the same from any other funds of the Issuer, except from thePledged Revenues, in the manner provided herein. The acceptance of the Bonds by the Ownersfrom time to time thereof shall be deemed an agreement between the Issuer and such Owners thatthe Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any property ofthe Issuer, but shall constitute a lien only on the Pledged Revenues, in the manner hereinafterprovided.

The payment of the principal of and the interest on the Bonds shall be secured forthwithequally 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 ofand 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 ofand 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, hereinestablished, including the Reserve Account therein, a sum sufficient to pay when due the entireprincipal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, theIssuer covenants with the Holders of any and all Bonds as follows:

A. ANNUAL APPROPRIATION. The Issuer will set up and appropriate in theannual budget for expenditure in each of the Fiscal Years during which the Bonds are outstandingand unpaid, from the Pledged Revenues, sufficient amounts of such Pledged Revenues to pay onehundred per centum (100%) of the principal and interest becoming due in such year on theoutstanding Bonds and all other obligations payable on a parity therewith, plus one hundred percentum (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 tomake all payments required by this Resolution shall be cumulative, and shall continue until suchPledged 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 FiscalYear by the Issuer shall upon receipt be transferred from the Redevelopment Trust Fund and shallbe deposited forthwith into a separate fund of the Issuer which is hereby created and designatedCity 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 thepurposes and in the manner herein provided. Such Revenue Fund shall constitute a trust fund forthe purposes herein provided, and shall be kept separate and distinct from all other funds of theIssuer and used only for the purposes and in the manner herein provided.

C. DISPOSITION OF REVENUES. All Pledged Revenues at any time remaining ondeposit in the Revenue Fund shall be disposed of on or before the fifteenth (15th) day of eachmonth commencing in the month immediately following the delivery of the Bonds, first to depositto the Rebate Fund established under Section 15(K) of this Resolution an amount estimated to besufficient to timely provide for the Rebate Deposit required thereunder, and then only in thefo

Maritime Park Presentation and Bond Resolution

Documents