A G E N D A

A G E N D A

REGULAR COUNCIL MEETING

CITY OF GULF SHORES, ALABAMA

OCTOBER 24, 2005

1. Call to Order

2. Invocation

3. Pledge of Allegiance

4. Roll Call

5. Approval of Minutes – Regular Meeting of October 10, 2005

Work Session of October 17, 2005

6. Approval of Payroll and Expense Vouchers

7. Public Hearing

A. Amend Zoning Ordinance No. 235

Ordinance – Rezone R & B Construction Property – BG to R-1B

8. Presentation of Petitions, Requests and Communications

A. Application for Restaurant Retail Liquor License – The

Beach Club, LLC dba Village Meeting Place

B. Application for Transfer of Retail Wine (Off Premises Only)

License – Gulf Shores Marina, LLC dba Gulf Shores Marina

C. Application for Transfer of Restaurant Retail Liquor

License – Howard Restaurant Management Group, LLC dba The

Top Shelf Restaurant

9. Hearing of Persons Not Listed on Formal Agenda

10. New Business

A. Motion - Target Store – Review of Elevations and Hardscape

B. Resolution – Approve Site Plan – Park Terrace Condominiums

C. Resolution – Amend Ordinance No. 1327 – Outline Development

Plan – Plash Island I

D. Resolution – Authorize Grant Agreement – U.S. Department of

Homeland Security – Fire/EMS Department

E. Resolution – Ratify Change Order – Southern Custom Built

Homes, LLC – Hurricane Katrina Repairs to Blue Lagoon Pier

F. Resolution – Ratify Change Order – Bean-Stuyvesant, LLC –

Beach Restoration

G. Resolution – Authorize Demolition of Unsafe Structures

H. Resolution – Reappoint Philip Harris – Library Board

I. Resolution – Appoint Greg Kennedy – Utilities Board

J. Ordinance - Authorize Issuance of $11,560,000 General

Obligation Taxable Warrants, Series 2005-C

11. Committee Reports

A. Garris B. Doughty C. Harris

D. Craft E. Jones

12. Staff Reports

13. Adjourn

MINUTES OF A REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA

The City Council of the City of Gulf Shores, Alabama, met in regular public session at City Hall in the City of Gulf Shores, Alabama, at 5:00 o'clock P.M. on October 24, 2005.

The meeting was called to order by the Mayor, and the roll was called with the following results:

Present: George W. Duke, III

Joe Garris

Carolyn M. Doughty

Philip Harris

Robert Craft

Stephen E. Jones

Absent: None

The Mayor stated the meeting was open for the transaction of business.

The invocation was delivered by Steve Foote. The Pledge of Allegiance to the flag was led by Mayor Duke.

Councilman Craft moved to approve the minutes of the regular meeting of October 10, 2005, as presented; seconded by Councilman Harris; and the vote in favor of the motion was unanimous.

Councilman Jones moved to approve the minutes of the Committee of the Whole Work Session of October 17, 2005, as presented; seconded by Councilman Garris; and the vote in favor of the motion was unanimous.

Councilman Jones moved to approve the payroll and expense vouchers in the amount of $1,871,146.65; seconded by Councilman Doughty; and the vote in favor of the motion was unanimous.

The City Clerk noted that the complete list of vouchers to be paid, as reflected on a computer printout, had been made a permanent record in the Clerk's office.

Mayor Duke stated that this was the time and place for the public hearing, as advertised, on the application of R & B Construction for the rezoning of their property.

The City Clerk stated that this public hearing had been advertised as required by law, as reflected by the following affidavits of publication:

Upon the request of Mayor Duke, Planning Director Steve Foote informed the Council of the background on this request, and presented the following recommendations, in favor of this rezoning, of his Department and the Planning Commission:

Mayor Duke asked if anyone present wished to express support or opposition to the request. No one responded. The Mayor asked if there was any written comment received; and the City Clerk reported there was none.

Councilman Jones moved for unanimous consent of the Council to suspend the rules of procedure to allow for the immediate consideration of the following Ordinance:

ORDINANCE NO. 1385

AN ORDINANCE AMENDING ORDINANCE NO. 235

(ZONING ORDINANCE), ADOPTED MAY 10, 1982,

BY CHANGING THE ZONING CLASSIFICATION

OF A 41.348 ACRE PARCEL DESCRIBED HEREIN

IN REZONING CASE Z2005-24,

FROM BG TO R-1B

__________________________________________

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That, in respect to that certain property described as follows:

In the State of Alabama, County of Baldwin, and City of Gulf Shores, and being more particularly described as follows:

Situated in the northeast quarter of Section 28, Township 8 South, Range 4 East, Baldwin County, Alabama, and being more particularly described as follows: Commence at the northwest corner of Section 27, Township 8 South, Range 4 East; thence South 00 degrees 00’00” East, 40.00 feet to an iron pin on the south right-of-way of County Road No. 8; thence North 89 degrees 49’05” West, 1,339.84 feet along said right-of-way to an iron pin and the point of beginning; thence South 00 degrees 02’38” East, 2,608.46 feet to an iron pin; thence North 89 degrees 49’33” West, 692.01 feet to an iron pin; thence North 00 degrees 01’20” East, 2,608.45 feet to an iron pin on the south right-of-way of said County Road; thence South 89 degrees 49’33” East, 689.00 feet along said right-of-way to an iron pin and the point of beginning. Said tract of land containing 41.348 acres, more or less.

Ordinance No. 235 (Zoning Ordinance), adopted May 10, 1982, along with the Zoning Map of the City of Gulf Shores, be and it is hereby amended and altered by rezoning those certain parcels of real property herein described from BG (general business) to R-1B (medium density single family residential).

Section 2. That this Ordinance shall become effective upon its adoption and publication as required by law.

The motion for unanimous consent was seconded by Councilman Garris; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Mayor Duke then declared the rules suspended.

Councilman Harris then moved for the adoption of Ordinance No. 1385 and to waive the reading of said Ordinance at length. The motion for the adoption of Ordinance No. 1385 was seconded by Councilman Jones; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Ordinance No. 1385 duly and legally adopted.

The City Clerk presented the Application for Restaurant Retail Liquor License of The Beach Club, LLC, dba Village Meeting Place.

Councilman Doughty moved to approve the application of The Beach Club, LLC, dba Village Meeting Place, and to so notify the ABC Board; seconded by Councilman Garris; and the vote was unanimously in favor of the motion.

The City Clerk presented the Application for Retail Table Wine (Off Premises Only) License of Gulf Shores Marina, LLC, dba Gulf Shores Marina.

Councilman Craft moved to approve the application of Gulf Shores Marina, LLC, dba Gulf Shores Marina, and to so notify the ABC Board; seconded by Councilman Jones. Upon the question, all those officials present voted in favor of the motion, with the exception of Councilman Garris, who abstained.

The City Clerk presented the Application for Restaurant Retail Liquor License of Howard Restaurant Management Group, LLC, dba The Top Shelf Restaurant.

Councilman Jones moved to approve the application of Howard Restaurant Management Group, LLC, dba The Top Shelf Restaurant, and to so notify the ABC Board; seconded by Councilman Doughty; and the vote was unanimously in favor of the motion.

Mayor Duke asked if there was anyone present who wished to address the Council but had been unable to get on the formal agenda. There was no response.

Upon the request of the Mayor, Planning Director Steve Foote presented the following communications from his Department and the Planning Commission relative to the elevations and hardscape for the Target Retail Store:

Whereupon, Councilman Harris moved to approve the hardscape design as presented; seconded by Councilman Doughty; and the vote was unanimously in favor of the motion.

Upon the request of the Mayor, Planning Director Steve Foote presented the following communications from his Department and the Planning Commission relative to the Site Plan for Park Terrace Condominiums:

Councilman Garris introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3960A-05

A RESOLUTION APPROVING SITE PLAN OF

PARK TERRACE, LLC

FOR A DEVELOPMENT TO BE KNOWN AS

PARK TERRACE CONDOMINIUMS

LOCATED AT 325 EAST 24^TH AVENUE;

AND SETTING FORTH FINDINGS OF FACT AND

CONCLUSIONS, IN ACCORDANCE WITH REQUIREMENTS

OF ARTICLE 15 OF ZONING ORDINANCE NO. 235

(SP2005-40)

____________________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That the Site Plan of Park Terrace, LLC for two condominium buildings with twelve units, to be known as Park Terrace Condominiums, located at 325 East 24^th Avenue, be and it is hereby approved.

The Site Plan approved and referenced herein shall be comprised of the following exhibits: Exhibit A – Plans submitted by Park Terrace, LLC dated October 24, 2005.

Section 2. That the decision of the Council is that the Site Plan is in the public interest, based on the following findings of fact and conclusions:

A. The plan is consistent with the comprehensive plan and the purpose and intent of the zoning district in which it is located – RMH (high density residential).

B. The plan is in conformance with applicable regulations of the zoning district in which it is located. The plan meets or exceeds area and setback requirements.

C. The plan is in conformance with the City's subdivision regulations and all other applicable City requirements including design, adequacy and construction of streets, drainage, utilities and other essential services or facilities.

ALL CONSTRUCTION SHALL BE CONSISTENT WITH THE SITE PLAN APPROVED BY COUNCIL AND COMPLY WITH ALL ZONING AND OTHER APPLICABLE REGULATIONS OF THE CITY, CONTINGENT UPON:

1) The applicant shall submit a copy of a letter from a trash

provider stating the property may be adequately served by

such utility.

D. The plan is consistent with good design standards in respect to all internal and external relationships, including but not limited to:

1) Relationship to adjoining properties;

2) Internal circulation, both vehicular and pedestrian;

3) Design of access and egress and impact on adjoining streets;

4) Disposition and use of open space, provision of screening and/or buffering, and preservation of existing natural features including trees, wetlands, and dunes;

5) Size and bulk of the structure meets or exceeds compliance with area requirements;

6) Building arrangements both between buildings in the proposed development and those on adjoining sites.

E. The plan is in conformance with City policy in respect to sufficiency of ownership. The City does not, by this approval, assume any responsibility for title or survey problems which may arise.

Section 3. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3960A-05 was seconded by Councilman Doughty; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3960A-05 duly and legally adopted.

Upon the request of the Mayor, Planning Director Steve Foote presented the following communications from his Department and the Planning Commission relative to the amendment to the Outline Development Plan of Plash Island I:

After a lengthy discussion relative to building setbacks, Councilman Craft introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3961-05

A RESOLUTION

AMENDING ORDINANCE NO. 1327,

ADOPTED JUNE 13, 2005,

WITH REGARD TO

AMENDMENT TO OUTLINE DEVELOPMENT PLAN

OF PLANNED UNIT DEVELOPMENT

TO BE KNOWN AS PLASH ISLAND I

_____________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That Ordinance No. 1327, adopted June 13, 2005, approving the Outline Development Plan of the Planned Unit Development to be known as Plash Island I be and it is hereby amended as follows:

1. Remove a 2.8 acre parcel from the Planned Unit Development thus decreasing the size of the PUD from 24.32 acres to 21.54 acres.

2. Modify the size and configuration of the marina pursuant to the applicant’s approved Corps of Engineers’ permit. The number of boat slips is decreased from 170 slips to 144 slips and the Corps did not allow the applicant to dredge the amount of uplands as approved by the City of Gulf Shores on the Final PUD/Site Plan.

3. Add an additional story to the 21-story building. The 2,000 square foot addition is to be used for a private bar for residents, an open lounge seating area and bathrooms.

4. These amendments are conditioned upon:

· The condominium building “A” along the southern property line shall be set back a minimum of thirty feet (30’) from the property line. Some flexibility will be allowed in moving condominium building “A” to the north to allow it to encroach in the twenty-five foot (25’) canal setback.

Section 2. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3961-05 was seconded by Councilman Doughty; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3961-05 duly and legally adopted.

Councilman Garris introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3962-05

A RESOLUTION AUTHORIZING

THE MAYOR AND CITY CLERK

TO EXECUTE AND ATTEST, RESPECTIVELY,

GRANT AGREEMENT WITH

U.S. DEPARTMENT OF HOMELAND SECURITY

TO FACILITATE OBTAINING FINANCIAL ASSISTANCE

FOR OPERATIONS AND SAFETY PROGRAM

OF FIRE/EMS DEPARTMENT

IN THE AMOUNT OF $157,976.00;

AND AUTHORIZING PAYMENT OF

REQUIRED MATCHING FUNDS FROM

GENERAL FUND BUDGET

_____________________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That the Mayor and City Clerk be and they are hereby authorized and directed to execute and attest, respectively, the Grant Agreement and Grant Agreement Articles with the U.S. Department of Homeland Security, as well as any related documents, to facilitate obtaining financial assistance for operations and safety for the Gulf Shores Fire/EMS Department in the amount of $157,976.00.

Section 2. That the payment of required matching funds be and it is hereby authorized from the General Fund Budget for Fiscal Year 2006, and amend accordingly.

Section 3. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3962-05 was seconded by Councilman Craft; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3962-05 duly and legally adopted.

Councilman Jones introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3963-05

A RESOLUTION AUTHORIZING, RATIFYING, AND

CONFIRMING EXECUTION OF CHANGE ORDER

TO CONTRACT BETWEEN

THE CITY OF GULF SHORES AND

SOUTHERN CUSTOM BUILT HOMES, LLC

IN AMOUNT OF $2,559.25

FOR HURRICANE KATRINA REPAIRS TO

BLUE LAGOON PIER

____________________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. Approval of Change Order to Contract. The change order to the contract between the City of Gulf Shores and Southern Custom Built Homes, LLC for Hurricane Katrina repairs to the Blue Lagoon Pier, more particularly described as:

Change Order No. 1 – Add $2,559.25

is hereby authorized, approved and ratified.

Section 2. Approval of Execution. The Mayor is hereby authorized to execute, in the name and on behalf of the City of Gulf Shores, the described change order. The City Clerk is hereby authorized to seal and attest said change order. Any prior approval and execution of said change order is hereby ratified and approved.

Section 3. That the funds for payment for such amount be drawn from the Storm Damage Fund Budget for Fiscal Year 2005.

Section 4. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3963-05 was seconded by Councilman Harris; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3963-05 duly and legally adopted.

Councilman Doughty introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3964-05

A RESOLUTION AUTHORIZING, RATIFYING, AND

CONFIRMING EXECUTION OF CHANGE ORDER

TO CONTRACT BETWEEN

THE CITY OF GULF SHORES AND

BEAN-STUYVESANT, LLC

FOR BEACH RESTORATION PROJECT

____________________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. Approval of Change Order to Contract. The change order to the contract between the City of Gulf Shores and Bean-Stuyvesant, LLC for the beach restoration project, more particularly described as:

Change Order No. 1 – Add $1,548,133.33

is hereby authorized, approved and ratified.

Section 3. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3964-05 was seconded by Councilman Garris; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3964-05 duly and legally adopted.

Councilman Garris introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3965-05

A RESOLUTION

AUTHORIZING DEMOLITION OF STRUCTURES

DEEMED TO BE UNSAFE

____________________________________

WHEREAS, the City has adopted Section 110 of the International Property Maintenance Code, 2003 Edition, which provides for the demolition of structures determined to be unsafe after written notice to the owners of such; and

WHEREAS, the City has provided proper written notice to the owners of structures made unsafe by Hurricane Ivan; and

WHEREAS, certain owners have not complied with the City’s directive to either make the structures safe or demolish such within a stipulated time;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That the below-listed structures have been deemed unsafe by the City Building Official and Morgan Excavating is hereby authorized to demolish such structures at a cost not to exceed the specified amount:

532 West Beach Blvd. - $7,800.00

8909 West Fort Morgan Road – $10,300.00

Section 2. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3965-05 was seconded by Councilman Jones; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3965-05 duly and legally adopted.

Councilman Craft expressed concern over the condition of the buildings in Gulf State Park. Mayor Duke advised that he would contact State Park officials in this regard.

Councilman Jones introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3966-05

A RESOLUTION REAPPOINTING

PHILIP HARRIS

TO THE LIBRARY BOARD

TO SERVE A FULL TERM OF FOUR YEARS

ENDING ON NOVEMBER 9, 2009

____________________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That Philip Harris be and he hereby is reappointed to the Library Board to serve a full term of four years ending on November 9, 2009.

Section 2. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3966-05 was seconded by Councilman Garris; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "abstain," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3966-05 duly and legally adopted.

Councilman Doughty introduced and moved for the adoption of the following Resolution:

RESOLUTION NO. 3967-05

A RESOLUTION APPOINTING

GREG KENNEDY

TO THE GULF SHORES UTILITIES BOARD

TO SERVE A FULL TERM ENDING

ON OCTOBER 1, 2011

______________________________

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, ALABAMA, WHILE IN REGULAR SESSION ON OCTOBER 24, 2005, as follows:

Section 1. That Greg Kennedy be and he hereby is appointed to the Gulf Shores Utilities Board, Place 6, replacing Chuck Norwood, to serve a full term ending on October 1, 2011.

Section 2. That this Resolution shall become effective upon its adoption.

The motion for the adoption of Resolution No. 3967-05 was seconded by Councilman Garris; was regularly put; was discussed and considered in full by the Council; and upon the question, the vote thereon was as follows: Councilman Garris, "aye," Councilman Doughty, “aye,” Councilman Harris, "aye," Councilman Craft, "aye," Councilman Jones, "aye," and Mayor Duke, "aye." Whereupon, the Mayor declared Resolution 3967-05 duly and legally adopted.

Councilmember Doughty moved for unanimous consent of the Council to suspend the rules of procedure to allow for the immediate consideration of the following Ordinance:

ORDINANCE NO. 1386

AN ORDINANCE AUTHORIZING THE ISSUANCE OF $11,560,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION TAXABLE
WARRANTS, SERIES 2005-C, DATED DECEMBER 15, 2005

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GULF SHORES, Alabama, as follows:

Section 1. Definitions and Use of Phrases.

The following words and phrases and others evidently intended as the equivalent thereof shall, in the absence of clear implication herein otherwise, be given the following respective interpretations herein:

Authorized Denominations means with respect to all Warrants the amount of $5,000 and any integral multiple thereof for each maturity.

Authorizing Ordinance means this Ordinance of the Issuer authorizing the Warrants.

Business Day shall mean a day, other than a Saturday or a Sunday, on which commercial banking institutions are open for business in the state where the principal corporate trust office of the Paying Agent is located and a day on which the payment system of the Federal Reserve System is operational.

Code means the Internal Revenue Code of 1986, as amended, and all references to specific sections of the Code shall be deemed to include any and all respective successor provisions to such sections.

Federal Securities shall mean direct general obligations of, or obligations the payment of which is unconditionally guaranteed by, the United States of America.

Financial Guaranty Insurance Policy means the financial guaranty insurance policy issued by Ambac Assurance insuring the payment when due of the principal of and interest on the Warrants as provided therein

Fiscal Year shall mean the period beginning on October 1 of one calendar year and ending on September 30 of the next succeeding calendar year or such other fiscal year as may hereafter be adopted by the Issuer.

Holder when used with respect to any Warrant shall mean the person in whose name such Warrant is registered in the Warrant Register.

Insurer shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company.

Interest Payment Date means June 15 and December 15 in each calendar year.

Issuer means the City of Gulf Shores, Alabama, a municipal corporation under the laws of the State of Alabama, and any successor to its functions.

Lease and Development Agreement means the Lease and Development Agreement dated October 24, 2005 by and between Colonial Realty Limited Partnership, a Delaware limited partnership, and the Issuer.

Outstanding when used with respect to Warrants shall mean, as of the date of determination, all Warrants theretofore authenticated and delivered under this Ordinance, except: (1) Warrants theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation; and (2) Warrants for whose payment money in the necessary amount has been theretofore deposited with the Paying Agent in trust for the Holders thereof, and (3) Warrants for the payment of which provisions have been made in accordance with Section 15; and (4) Warrants in exchange for or in lieu of which other warrants have been authenticated and delivered under this Ordinance.

Parity Obligations means those bonds, warrants or other obligations of the Issuer authorized to be issued equally and ratably and on a parity of lien with the Warrants, the Series 2004 Warrants, the Series 2003-C Warrants, the Series 2002 Warrants, the Series 2000-A Warrants, the Series 2000-B Warrants, the Series 1998-C Warrants, the Series 1998-A Warrants, the Series 1996 Warrants and the Series 1996-B Warrants, with respect to the pledge of the Special Taxes, subject to the terms and conditions of Section 16 hereof, the Series 2004 Authorizing Ordinance, the Series 2002 Authorizing Ordinance, the Series 2000-A Warrants Authorizing Ordinance, the Series 2000-B Warrants Authorizing Ordinance, the Series 1998-C Warrants Authorizing Ordinance, the Series 1998-A Warrants Authorizing Ordinance, the Series 1996-B Warrants Authorizing Ordinance and the Series 1996 Warrants Authorizing Ordinance.

Paying Agent means Regions Bank, Birmingham, Alabama, the bank designated as (i) the place of payment of the Warrants, (ii) the registrar and authenticating agent of the Warrants and (iii) the depository for the Warrant Fund, and any successor bank to Regions Bank, Birmingham, Alabama, designated by the Issuer pursuant to the provisions of Section 14 hereof.

Qualified Investments shall mean:

(1) Federal Securities or a trust or fund customarily used by the Paying Agent for the investment of public funds and consisting of Federal Securities, or

(2) A certificate of deposit or time deposit issued by (i) the Paying Agent, or (ii) any other bank organized under the laws of the United States of America or any state thereof with capital, surplus and undivided profits of not less than $50,000,000, provided in each case such deposit is insured by the Federal Deposit Insurance Corporation or such deposit is collaterally secured by the issuing bank by pledging Federal Securities having a market value (exclusive of accrued interest) not less than the face amount of such certificate less the amount of such deposit insured by the Federal Deposit Insurance Corporation.

Record Date means, with respect to the Warrants, that date which is 15 calendar days before any date on which interest is due and payable on the Warrants.

Repurchase and Sale Agreement means the Repurchase and Sale Agreement dated October 24, 2005 by and between Colonial Realty Limited Partnership, a Delaware limited partnership, and the Issuer.

Series 1996 Warrants means the Issuer’s General Obligation Warrants, Series 1996, dated April 1, 1996.

Series 1996 Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 1996 Warrants.

Series 1996-B Warrants means the Issuer’s General Obligation Warrants, Series 1996-B, dated November 1, 1996.

Series 1996-B Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 1996-B Warrants.

Series 1998-A Warrants means the Issuer’s General Obligation Warrants, Series 1998-A, dated March 1, 1998.

Series 1998-A Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 1998-A Warrants.

Series 1998-C Warrants means the Issuer’s General Obligation Warrants, Series 1998-C, dated September 1, 1998.

Series 1998-C Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 1998-C Warrants.

Series 2000-A Warrants means the General Obligation Warrants, Series 2000-A, dated December 1, 2000.

Series 2000-A Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 2000-A Warrants.

Series 2000-B Warrants means the General Obligation Warrants, Series 2000-B, dated December 1, 2000.

Series 2000-B Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 2000-B Warrants.

Series 2002 Warrants means the General Obligation Warrants, Series 2002, dated January 1, 2002.

Series 2002 Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 2002 Warrants.

Series 2003-C Warrants means the General Obligation Warrants, Series 2003-C, dated July 1, 2003.

Series 2003-C Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 2003-C Warrants.

Series 2004 Warrants means the Issuer’s General Obligation Warrants, Series 2004, dated March 1, 2004.

Series 2004 Warrants Authorizing Ordinance means the ordinance of the Issuer authorizing the Series 2004 Warrants.

Series 2005 Improvements means the acquisition of the real estate described as Tract C, as shown on the map attached as Exhibit A to the Lease and Development Agreement, in the City of Gulf Shores, Alabama.

Special Taxes means:

(a) the privilege or license tax levied against persons, firms or corporations engaged within the corporate limits of the Issuer in the business of furnishing rooms, lodgings or accommodations to transients, now being levied and collected by the Issuer, pursuant to Ordinance No. 495 adopted on February 12, 1990, as amended, and any privilege or license tax that may be levied by the Issuer in lieu of, in substitution for, or in continuation of said license or tax (such tax being presently codified in the Issuer’s Code of Ordinances, Article III of Chapter 8; Sections 8-60 to 8-66); and

(b) the privilege license tax levied against persons, firms or corporations engaged or continuing within the corporate limits of the Issuer in the business of selling at retail, any tangible personal property whatsoever, or the business of operating places of amusement or entertainment, now being levied and collected by the Issuer pursuant to Ordinance No. 493 adopted on February 12, 1990, as amended, and any license or tax that may be levied by the Issuer in lieu of, in substitution for, or in continuation of said license or tax (such tax being presently codified in the Issuer’s Code of Ordinances, Article II of Chapter 8; Sections 8-50 to 8-53); and

(c) the excise tax levied against persons, firms or corporations engaged or continuing within the corporate limits of the Issuer in the business of storing, using or otherwise consuming tangible personal property now being levied and collected by the Issuer pursuant to Ordinance No. 494 adopted on February 12, 1990, as amended, and any license or tax that may be levied by the Issuer in lieu of, in substitution for, or in continuation of said excise tax (such tax being presently codified in the Issuer’s Code of Ordinances, Article II of Chapter 8; Section 8-54 to 8-58).

Warrants means the Issuer’s General Obligation Taxable Warrants, Series 2005-C, dated December 15, 2005, authorized to be issued on a parity of lien with the Series 2004 Warrants, the Series 2003-C Warrants, the Series 2002 Warrants, the Series 2000-A Warrants, the Series 2000-B Warrants, the Series 1998-C Warrants, the Series 1998-A Warrants, the Series 1996 Warrants, and the Series 1996-B Warrants, pursuant to Section 17 hereof, the Series 2004 Warrants Authorizing Ordinance, the Series 2003-C Warrants Authorizing Ordinance, the Series 2002 Warrants Authorizing Ordinance, the Series 2000-A Warrants Authorizing Ordinance, the Series 2002-B Warrants Authorizing Ordinance, the Series 1998-C Warrants Authorizing Ordinance, the Series 1998-A Warrants Authorizing Ordinance, the Series 1996 Warrants Authorizing Ordinance and the Series 1996-B Warrants Authorizing Ordinance.

Warrant Fund means the Series 2005-C General Obligation Taxable Warrants Fund, established pursuant to Section 9 hereof.

Warrant Register means the register or registers for the registration and transfer of Warrants maintained by the Issuer pursuant to Section 5.

Warrant Registrar means the agent of the Issuer appointed as such pursuant to Section 5 for the purpose of registering Warrants and transfers of Warrants.

The definitions set forth in this section shall be deemed applicable whether the words defined are used herein in the singular or the plural. Wherever used herein, any pronoun or pronouns shall be deemed to include both singular and plural and to cover all genders.

Section 2. Findings and Representations.

The Issuer, by and through its City Council, does hereby find, determine, represent, and warrant as follows:

(a) It is necessary and in the public interest for the Issuer to (i) acquire the real estate described herein as the Series 2005 Improvements and more fully described as Tract C, as shown on the map attached as Exhibit A to the Lease and Development Agreement, (ii) pay capitalized interest on the Warrants for an approximately twenty-four month period, and (iii) pay all issuance expenses, including the purchase of a financial guaranty insurance policy from Ambac Assurance.

(b) The assessed valuation of the taxable property in the Issuer for the preceding fiscal year (ending September 30, 2005) is not less than $478,234,060, and the total indebtedness of the Issuer (including the Warrants) chargeable against the debt limitation for the Issuer prescribed by the Constitution of the State of Alabama will not be more than twenty percent of said assessed valuation.

(c) The Issuer has levied and is presently collecting the Special Taxes. The levy and collection of the Special Taxes is hereby ratified, confirmed and approved.

(d) The Special Taxes have not heretofore been pledged for the benefit of any outstanding bonds, notes, warrants or other obligations of the Issuer except the Series 1996 Warrants, the Series 1996-B Warrants, the Series 1998-A Warrants, the Series 1998-C Warrants, the Series 2000-A Warrants, the Series 2000-B Warrants, the Series 2002 Warrants, the Series 2003-C Warrants and the Series 2004 Warrants.

(e) The Issuer is not in default under the Series 2004 Warrants Authorizing Ordinance, the Series 2003-C Warrants Authorizing Ordinance, the Series 2002 Warrants Authorizing Ordinance, the Series 2000-A Warrants Authorizing Ordinance, the Series 2000-B Warrants Authorizing Ordinance, the Series 1998-C Warrants Authorizing Ordinance, the Series 1998-A Warrants Authorizing Ordinance, the Series 1996 Warrants Authorizing Ordinance or the Series 1996-B Warrants Authorizing Ordinance, and no default under any of the foregoing or under any other debt proceedings is imminent.

(f) The Issuer has heretofore conducted public hearings concerning the acquisition of the real estate described in the Lease and Development Agreement, all in accordance with Amendment No. 750 to the Alabama Constitution of 1901, as amended.

(g) The Issuer hereby finds and determines, pursuant to Constitutional Amendment No. 750 to the Alabama Constitution of 1901, as amended, that the expenditure of public funds for the purpose specified herein will serve a valid and sufficient public purpose notwithstanding any incidental benefit accruing to any private entity or entities, including Colonial Realty Limited Partnership.

Section 3. Authorization and Description of Warrants.

(a) Pursuant to the applicable provisions of the laws of the State of Alabama, including particularly Sections 11-47-2 of the CODE OF ALABAMA 1975, as amended, and Amendment No. 750 to the Alabama Constitution of 1901, as amended, and the Series 1996 Warrants Authorizing Ordinance, the Series 1996-B Warrants Authorizing Ordinance, the Series 1998-A Warrants Authorizing Ordinance, the Series 1998-C Warrants Authorizing Ordinance, the Series 2000-A Warrants Authorizing Ordinance, the Series 2000-B Warrants Authorizing Ordinance, the Series 2002 Warrants Authorizing Ordinance, the Series 2003-C Warrants Authorizing Ordinance and the Series 2004 Warrants Authorizing Ordinance there is hereby authorized to be issued a series of warrants designated “General Obligation Taxable Warrants, Series 2005-C” in the aggregate principal amount of $11,560,000. The Warrants shall be dated December 15, 2005, shall be in registered form, without coupons, shall be in the denomination of $5,000 or any integral multiple thereof, and shall be numbered in such manner as the Paying Agent shall determine will be most useful for the identification thereof. The Warrants shall mature on December 15 in years and principal amounts as follows and shall bear interest (computed on the basis of the actual number of days elapsed over a 360-day year of 12 consecutive 30-day months) at the per annum rates (not exceeding 8% per annum) to be established by the City Council following the validation described in Section 28 hereof:

Principal

Year of Amount

Maturity Maturing

2008 $1,210,000

2009 1,270,000

2010 1,335,000

2011 1,400,000

2012 1,470,000

2013 1,545,000

2014 1,625,000

2015 1,705,000

(b) The Issuer shall have the option of specifying that the principal amount of Warrants maturing in any two or more consecutive years as set forth in the maturity schedule above, may, in lieu of maturing in each of such years, be designated to comprise up to three (3) maturities of Warrants (“Term Warrants”) scheduled to mature in the latest of such years, but subject to mandatory redemption by lot, at par plus accrued interest, without premium in each of the years and in the principal amount set forth in the maturity schedule above.

(c) The principal of the Warrants shall be payable only upon presentation and surrender of the Warrants at the designated office of the Paying Agent. Interest on the Warrants shall be remitted by the Paying Agent to the respective registered owners of the Warrants at the addresses thereof shown on the registration books of the Paying Agent pertaining to the Warrants. Interest shall be payable on June 15 and December 15 in each year, first interest payable on June 15, 2006. The principal of and interest on the Warrants shall be payable in lawful money of the United States at par and without discount, exchange, deduction or charge therefor.

Section 4. No Optional Redemption of Warrants.

The Warrants are not subject to prior optional redemption.

Section 5. Registration of Warrants; Form of Warrants

The Issuer shall cause to be kept at the designated corporate trust office of the Paying Agent a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Warrants and registration of transfers of Warrants entitled to be registered or transferred as herein provided. The Paying Agent is hereby appointed “Warrant Registrar” for the purpose of registering Warrants and transfers of Warrants as herein provided.

The form of the Warrants and the requisite certificates thereof shall be substantially as follows, with appropriate changes, variations and insertions as provided herein; provided that for the purpose of printing the Warrants the face of the Warrants need not include the entire text so long as the paragraphs not appearing on the face of the printed Warrant appear on the reverse side thereof:

(Form of Warrant)

UNITED STATES OF AMERICA

STATE OF ALABAMA

CITY OF GULF SHORES

GENERAL OBLIGATION TAXABLE WARRANT

SERIES 2005-C

Maturity

Date Interest Rate CUSIP

The CITY OF GULF SHORES, a municipal corporation organized and existing under and by virtue of the laws of the State of Alabama (the “Issuer”), for value received, hereby acknowledges itself indebted to ________________, or registered assigns in the principal sum of

________________ DOLLARS ($__________)

and hereby orders and directs the Treasurer of the Issuer to pay to said payee or registered assigns solely from the Fund hereinafter designated said sum on the Maturity Date specified above, and to pay from said Fund interest on said sum from the date hereof at the per annum Interest Rate specified above, payable on June 15 and December 15 in each year, first interest payable on June 15, 2006. Interest shall be computed on a 360-day year with twelve months of thirty days each.

Authority for Issuance

This Warrant is one of a duly authorized issue of General Obligation Taxable Warrants, Series 2005-C, of the Issuer (the “Warrants”) limited to an aggregate principal amount of $11,560,000, issued pursuant to the Constitution and laws of the State of Alabama, including the provisions of Sections 11-47-2 of the CODE OF ALABAMA 1975, as amended, Amendment No. 750 the Alabama Constitution of 1901, as amended, and ordinances and proceedings of the Issuer duly held, passed and conducted (the “Authorizing Ordinance”). Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Authorizing Ordinance.

The indebtedness evidenced by the Warrants is a general obligation of the Issuer, and the full faith and credit of the Issuer are hereby sacredly and irrevocably pledged to the punctual payment of the principal thereof and interest thereon. In the Authorizing Ordinance the Issuer has additionally pledged and assigned to the payment of the principal of and interest on the Warrants, on a parity of lien with the Issuer’s General Obligation Warrants, Series 2004, dated March 1, 2004 (the “Series 2004 Warrants”), General Obligation Warrants, Series 2003-C, dated July 1, 2003 (the “Series 2003-C Warrants”), General Obligation Warrants, Series 2002, dated January 1, 2002 (the “Series 2002 Warrants”), General Obligation Warrants, Series 2000-A, dated December 1, 2000 (the “Series 2000-A Warrants”), General Obligation Warrants, Series 2000-B, dated December 1, 2000 (the “Series 2000-B Warrants”), General Obligation Warrants, Series 1998-C, dated September 1, 1998 (the “Series 1998-C Warrants”), General Obligation Warrants, Series 1998-A, dated March 1, 1998 (the “Series 1998-A Warrants”), General Obligation Warrants, Series 1996, dated April 1, 1996 (the “Series 1996 Warrants”) and General Obligation Warrants, Series 1996-B, dated November 1, 1996 (the “Series 1996-B Warrants”), a sufficient amount of the following tax proceeds:

(a) the privilege or license tax levied against persons, firms or corporations engaged within the corporate limits of the Issuer in the business of furnishing rooms, lodgings or accommodations to transients, now being levied and collected by the Issuer, and any privilege or license tax that may be levied by the Issuer in lieu of, in substitution for, or in continuation of said tax; and

(b) the privilege license and excise taxes levied against persons, firms or corporations, engaged or continuing within the corporate limits of the Issuer in the business of selling at retail or storing, using or otherwise consuming any tangible personal property whatsoever, or the business of operating places of amusement or entertainment, now being levied and collected by the Issuer, and any privilege license or excise tax that may be levied by the Issuer in lieu of, in substitution for, or in continuation of said taxes (the aforesaid taxes referred to in (a) and (b) above are herein collectively called the “Special Taxes”).

In the Authorizing Ordinance, the Issuer has reserved the privilege of issuing additional obligations secured by a pledge of the Special Taxes on a parity with the aforesaid pledge thereof for the benefit of the Warrants, the Series 2004 Warrants, the Series 2003-C Warrants, the Series 2002 Warrants, the Series 2000-A Warrants, the Series 2000-B Warrants, the Series 1998-C Warrants, the Series 1998-A Warrants, the Series 1996 Warrants, and the Series 1996-B Warrants, subject to the terms, conditions and limitations set forth in the Authorizing Ordinance.

The Issuer has established in the Authorizing Ordinance a special fund designated “Series 2005 General Obligation Taxable Warrants Fund” for the payment of the principal of and interest on the Warrants and has obligated itself to pay or cause to be paid into said Fund from the Special Taxes or other taxes, revenues or other funds of the Issuer sums sufficient to provide for the payment of the principal of and interest on the Warrants as the same mature and come due.

Reference is hereby made to the Authorizing Ordinance, copies of which are on file at the designated corporate trust office of Regions Bank, Birmingham, Alabama (the “Paying Agent”), for a description of the nature and extent of the security afforded by the Authorizing Ordinance, the rights and duties of the Issuer and the Paying Agent with respect thereto.

The Warrants are not subject to optional redemption.

This warrant shall be registered on the register to be maintained by the Issuer for that purpose at the designated corporate trust office of the Paying Agent and this warrant in certificated form shall be transferable only upon said register at said office by the registered owner or by his duly authorized attorney. Such transfer shall be without charge to the registered owner hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid and evidence satisfactory to the Issuer of the satisfaction of all transfer restrictions shall be presented by the registered owner requesting such transfer as a condition precedent to the exercise of such privilege. Upon surrender for transfer of this warrant, the Issuer shall execute, and the Paying Agent shall authenticate and deliver, in exchange for this warrant, a new warrant or warrants of like tenor hereof, registered in the name of the transferee, in an aggregate principal amount equal to the unpaid or unredeemed portion of principal of this warrant. Provision is made in the Authorizing Ordinance for the replacement of any Warrant in certificated form which shall be or become mutilated, lost, stolen or destroyed, by the issuance, authentication and registration of a new Warrant of like tenor, subject, however, to the terms, conditions and limitations contained in the Authorizing Ordinance with respect thereto. The Paying Agent shall not be required to transfer or exchange this warrant during the period between the Record Date and the then next succeeding interest payment date.

The Issuer, the Paying Agent, and any Warrant Registrar may deem and treat the person in whose name this warrant is registered as the absolute owner hereof for all purposes and neither the Issuer, any Paying Agent, nor any Warrant Registrar shall be affected by any notice to the contrary. All payments made to the registered owner hereof shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable on this warrant.

This warrant shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration inscribed hereon shall have been executed by the Paying Agent by the manual signature of one of its authorized officers.

It is hereby recited, certified and declared that the indebtedness evidenced and ordered paid by this Warrant is lawfully due without condition, abatement or offset of any description, that this Warrant has been registered in the manner provided by law, that all acts, conditions and things required by the Constitution and laws of the State of Alabama to happen, exist and be performed precedent to and in the execution, registration and issuance of this Warrant, and the adoption of the Authorizing Ordinance have happened, do exist and have been performed as so required and that the principal amount of this Warrant, together with all other indebtedness of the Issuer, are within every debt and other limit prescribed by the Constitution and laws of the State of Alabama.

IN WITNESS WHEREOF, the Issuer has caused this Warrant to be executed in its name and on its behalf by its Mayor, who has caused a facsimile of his signature to be imprinted hereon, has caused its corporate seal to be affixed hereto, has caused the same to be attested by the City Clerk of the Issuer, who has caused a facsimile of her signature to be imprinted hereon and has caused this Warrant to be dated December 15, 2005.

CITY OF GULF SHORES, ALABAMA

S E A L By (facsimile)

Its Mayor

Attest: (facsimile)

City Clerk

AUTHENTICATION AND REGISTRATION DATE:

AUTHENTICATION AND REGISTRATION CERTIFICATE

This Warrant is hereby authenticated and has been registered by the City of Gulf Shores on the registration books maintained with the Paying Agent in the name of the above registered owner on the Authentication and Registration Date noted above.

REGIONS BANK

By ____________________________

Its Authorized Officer

REGISTRATION CERTIFICATE

I hereby certify that this Warrant has been duly registered by me as a claim against the City of Gulf Shores, in the State of Alabama, the Warrant Fund referred to herein and the proceeds of the Special Taxes pledged to the payment hereof.

(facsimile)

Treasurer of the City of Gulf Shores, Alabama

ASSIGNMENT

For value received _________________________________ hereby sell(s), assign(s) and transfer(s) unto __________________ the within Warrant and hereby irrevocably constitute(s) and appoint(s) ______________________________ attorney, with full power of substitution in the premises, to transfer this Warrant on the books of the within mentioned Paying Agent.

Dated this ____ day of ____________, _______.

____________________________________

NOTE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Warrant in every particular, without alteration, enlargement or change whatsoever.

Signature Guaranteed:

(Bank, Broker or Firm*)

Its___________________________

Medallion Number: ______________

* Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature Program (MSP).

Statement of Insurance

Financial Guaranty Insurance Policy No. _______ (the “Policy”) with respect to payments due for principal of and interest on this Warrant has been issued by Ambac Assurance Corporation (“Ambac Assurance”). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Warrant acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth in the Policy.

Section 6. Execution, Authentication, and Delivery of Warrants

(a) The Warrants shall be executed for and on behalf of the Issuer by the facsimile signature of the Mayor of the Issuer and attested by the facsimile signature of the City Clerk, and the corporate seal of the Issuer shall be affixed to each Warrant by facsimile imprint thereon. The Warrants shall be registered by the Treasurer of the Issuer as a claim against the Issuer, the Special Taxes and the Warrant Fund established with respect to such Warrants, which registrations shall be made simultaneously as to all the Warrants. The Registration Certificate shall be executed by the facsimile signature of the Treasurer of the Issuer. The Mayor of the Issuer and the City Clerk and Treasurer are hereby authorized and directed to so execute and register the Warrants as provided above. In the event that any officer whose signature appears on any of the Warrants or who shall have sealed any of the Warrants shall cease to be such officer before the authentication, registration, and delivery of such Warrants, or in the event that the seal imprinted on the Warrants shall cease to be an accurate representation of the seal of the Issuer, such Warrants may, upon the request of the Issuer, be authenticated, registered, and delivered, as herein provided, as though the person who signed such Warrants had not ceased to be such officer of the Issuer or as though the Issuer had not altered its corporate seal prior to the delivery of such Warrants.

(b) At any time and from time to time after the execution and delivery of this Authorizing Ordinance the Issuer may deliver Warrants executed by the Issuer to the Paying Agent for authentication and the Paying Agent shall authenticate and deliver such Warrants as in this Authorizing Ordinance provided and not otherwise.

(c) No Warrant shall be valid or obligatory for any purpose unless there appears on such Warrant a certificate of authentication and registration substantially in the form provided for herein, executed by the Paying Agent by manual signature, and such certificate upon any Warrant shall be conclusive evidence, and the only evidence, that such Warrant has been duly authenticated, registered, and delivered hereunder.

Section 7. Registration, Transfer, and Exchange of Warrants; Replacement of Mutilated, Lost, Destroyed or Stolen Warrants

Warrants in certificated form in Authorized Denominations will be physically distributed to the Holders thereof and such Warrants will be registered in the names of the owners thereof on the Warrant Register, the Paying Agent will make payments of principal of and interest on such Warrants to the registered owners thereof as provided in the Warrants and this Authorizing Ordinance, and the following provisions with respect to registration, transfer and exchange of such Warrants by the registered owners thereof shall apply:

(1) Upon surrender for transfer of any Warrant at the designated corporate trust office of the Warrant Registrar, the Issuer shall execute, and the Paying Agent shall authenticate, register and deliver, in the name of the designated transferee or transferees, one or more new Warrants, of any Authorized Denominations and in a principal amount equal to the unpaid or unredeemed portion of the principal of the Warrant so presented.

(2) If and to the extent so provided with respect to the Warrants, at the option of the Holder, Warrants of such series may be exchanged for other Warrants of the same series, of any Authorized Denominations and of a like aggregate principal amount, upon surrender of the Warrants to be exchanged at the designated corporate trust office of the Warrant Registrar. Whenever any Warrants are so surrendered for exchange, the Issuer shall execute, and the Paying Agent shall authenticate, register and deliver, the Warrants which the Holder making the exchange is entitled to receive.

(3) All Warrants surrendered for payment, exchange or transfer provided for in this Authorizing Ordinance shall be canceled by the Paying Agent. No Warrant shall be authenticated in lieu of or in exchange for any Warrant canceled except as contemplated by this Authorizing Ordinance. All canceled Warrants held by the Paying Agent shall be destroyed and certificates thereof forwarded to the Issuer.

(4) All Warrants issued upon any transfer or exchange of Warrants shall be the valid obligations of the Issuer and be entitled to the same security and benefits under this Authorizing Ordinance as the Warrants surrendered upon such transfer or exchange.

(5) Every Warrant presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Warrant Registrar) be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Warrant Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(6) No charge shall be made to the Holder for any transfer or exchange of Warrants, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Warrants.

(7) The Paying Agent shall not be required to transfer or exchange any Warrant during the period between the Record Date and the then next succeeding interest payment date.

(8) If (i) any mutilated Warrant is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Warrant, and (ii) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Warrant has been acquired by a bona fide purchaser, the Issuer shall execute and the Paying Agent shall authenticate, register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Warrant, a new Warrant of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding.

(9) Upon the issuance of any new Warrant under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith.

(10) Every new Warrant issued pursuant to this Section in lieu of any destroyed, lost or stolen Warrant shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Warrant shall be at any time enforceable by anyone.

(11) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrants.

Section 8. Warrants Are General Obligations.

The indebtedness evidenced and ordered paid by the Warrants shall be a general obligation of the Issuer for the punctual payment of the principal of and interest on which the full faith, credit and taxing power of the Issuer are hereby irrevocably pledged. The Issuer represents that ad valorem taxes have been levied and hereby covenants and agrees that such taxes will be levied and collected, insofar as such taxes may be permitted by the present or any future provisions of the Constitution of Alabama, on all taxable property in the Issuer, and applied to the maximum extent permitted by law to the payment of the principal of and interest on the Warrants as such principal matures and such interest comes due, in amounts sufficient for such purposes.

Section 9. The Warrant Fund.

(a) There is hereby established a special fund designated the “Series 2005-C General Obligation Taxable Warrants Fund”, which shall be held by the Paying Agent as paying agent for the Warrants, until the principal of and interest on the Warrants shall have been paid in full or provision for such payment shall have been made as provided in Section 15 hereof. Money in the Warrant Fund shall be used solely for the payment of the principal of and interest on the Warrants. The Issuer shall pay or cause to be paid into the Warrant Fund, on a parity of lien with the payments required by the Series 2004 Warrants, the Series 2003-C Warrants Authorizing Ordinance, the Series 2002 Warrants Authorizing Ordinance, the Series 2000-A Warrants Authorizing Ordina