Re: Firm Resume For Legal Services

Ladies and Gentlemen:

I appreciate the opportunity to provide this firm resume for Legal Services. William L. Zvara, P.A. has extensive experience acting as Bond Counsel for local governments in the State of Florida for the issuance of all types of debt obligations, including municipal bonds, notes, loans, leases and certificates of participation. Practice areas include Public Finance, Municipal Bonds, Tax Exempt Securities, Securities Disclosure, Local Government Law, Housing Finance and Health Care Finance.

This firm was listed as number 13 on The Bond Buyer's "Top 25 Bond Counsel In Florida" which was published on November 17, 1997. "The Bond Buyer list of bond counsel in Florida was ranked based exclusively upon the principal amount of long-term bonds issued from January 1 through September 30, 1997, with full credit to each co-counsel and excluding private placements, and the publication does not undertake to rank all bond counsel in Florida."

This firm has experience serving as Issuer's Counsel, Bank Counsel and Disclosure Counsel for all facets of tax exempt local government finance. Finance Law is the central practice area of this firm. This firm has experience in the formation and representation of Tax Exempt Organizations, including applications for tax exempt status.

In addition, this firm conducts a general practice with particular emphasis on transactional matters, including Loans, Secured Transactions, Mortgage Finance, Lease Finance, Taxation, Capital Markets, and Business Formation.

I. Basic Introductory Information:

William L. Zvara, P.A. was established on January 1, 1995. The firm has been assigned the highest rating by Martindale-Hubbell (2) Law Directory of "AV" based upon the rating of Mr. Zvara. The Martindale-Hubbell rating is given in two categories: the Legal Ability Rating of "A" (Very High to Preeminent) and the General Recommendation Rating of "V" (Very High).

Mr. Zvara has specialized in public finance since 1983 practicing law in Jacksonville. Mr. Zvara was associated with the firm of Livermore & Klein, P.A. (formerly Livermore Klein & Lott, P.A.) from November 1983 to September 1987 and was a shareholder/partner of such firm from October 1987 to December 1994, at which time he formed his own firm.

Mr. Zvara has been a member in good standing of The Florida Bar since his admission on November 4, 1983. Mr. Zvara has been a member in good standing in The District of Columbia Bar since his admission on September 10, 1984.

Mr. Zvara and William L. Zvara, P.A. are listed by name in the firm's listing in The Bond Buyer's Municipal Marketplace (1) under the Directory Listing of Municipal Bond Attorneys of the United States in the National Edition (the "Red Book").

No legal opinion rendered by Mr. Zvara as Bond Counsel nor his firm (nor any of his representations undertaken at his prior firm) has later been determined or declared that such bonds are taxable.

II. Professional Competence and Experience:

William L. Zvara, P.A. is well qualified by education and experience to serve as Bond Counsel. The firm has been assigned the highest rating by Martindale-Hubbell (2) of "AV" based upon the rating of Mr. Zvara. In addition, Mr. Zvara and William L. Zvara, P.A. are listed by name in the firm's listing in the "Red Book".

Mr. Zvara is a member of the City, County & Local Government Law Section, the Tax Section, and the Business Law Section of The Florida Bar. Mr. Zvara is a long-standing member of the National Association of Bond Lawyers. Mr. Zvara actively participates in continuing legal education programs from all these organizations.

Mr. Zvara has specialized and practiced exclusively in public finance since 1983 while located in Jacksonville. Mr. Zvara was a shareholder/partner in a local bond counsel firm for six years until December 1994, at which time he formed his own firm. Mr. Zvara has served as Bond Counsel for many special districts, including drafting the charter for various clients.

Mr. Zvara has extensive experience with public improvement revenue bonds and revenue refunding bonds. Mr. Zvara has extensive experience in multi-jurisdictional public purpose project finance. Mr. Zvara also has broad experience in public purpose project refinancing, including current refundings, advance refundings, forward purchase refundings, and derivative product economic defeasances. If the client asks Bond Counsel to undertake a mixed purpose financing including both refunding and new money components, Mr. Zvara has experience structuring and analyzing such financings using either a single series with maturity allocations or separate series' of bonds.

The firm has available to it adequate personnel, equipment and facilities, including office equipment utilizing the latest technology in word processing, fax/modems, internet access, e-mail, web page development and legal research. Document production has become more efficient through the use of technology, thus, it eliminates the need for a large support staff.

Mr. Zvara has always responded quickly and efficiently to the scheduling needs of his clients. This includes submitting proposed resolutions and ordinances to the working group, allowing time for revisions, then submitting final documents which meet the agenda deadline. All services required are performed promptly, as needed. Mr. Zvara would usually have all documentation prepared and revised in advance so that final pricing would only require modifications dictated by the pricing.

The schedule for production of work, conference calls, and attendance at meetings and closings is established to avoid conflicting needs during the same time period. The firm will dedicate an appropriate amount of time and effort to insure that the bond issues are completed in a timely fashion.

Mr. Zvara during all his years of practice since 1983 exclusively in public finance has never had any of his opinions determined or declared incorrect, as to state law validity or federal tax exemption of bond interest, and has never had any claim against him based on malpractice.

Mr. Zvara's bond counsel practice since 1983 includes a vast number of bond financings in a wide variety of structures and classifications. Mr. Zvara has extensive experience in drafting terms, covenants and conditions in resolutions, ordinances, trust indentures, leases and other financing agreements.

Mr. Zvara's experience includes the successful issuance of capital improvement revenue bonds, capital improvement revenue refunding bonds, water and sewer utility revenue bonds, special assessment bonds, tax and revenue anticipation notes, private activity conduit financings for industrial development, housing and health care (including 501(c)(3) bonds and 63-20 "on behalf of" bonds), solid waste facility bonds, port improvement and airport improvement bonds, and school bonds (including certificates of participation and lease revenue bonds).

Mr. Zvara has extensive experience in closing bank loans for local governments. These include revenue bonds, revenue notes, bond anticipation notes, lease financings and refunding bonds.

Mr. Zvara has successfully managed numerous governmental and health care bond pool loan programs, including closing loans, remarketing bonds in different interest rate modes, and negotiating with bond insurers and letter of credit providers. Mr. Zvara restructured a school district bond pool loan program to utilize discretionary annual appropriation financings following a Florida Supreme Court decision in April of 1990.

Mr. Zvara has structured binding annual appropriation financings based upon an enforceable covenant to budget and appropriate from all legally available non-ad valorem revenues. Mr. Zvara pioneered annual appropriation lease financing for sheriff vehicles for a national bank based upon the constitutional and statutory powers of the sheriff as a constitutional county officer.

Mr. Zvara has conducted many circuit court bond validation proceedings resulting in final judgments validating bonds. Mr. Zvara has drafted the home rule charters for various public authorities, including the Capital Projects Finance Authority, the Affordable Housing Finance Authority and the Capital Projects Electric Authority.

New financing needs have been met by Mr. Zvara's creative solutions for public purpose projects in multiple jurisdictions, including charter schools, higher education off-campus student housing, and industry consolidation in solid waste and health care.

In addition, Mr. Zvara has structured and formed business trust syndications for the acquisition of contractor receivables secured by the Florida Inland Protection Trust Fund. The receivables in the business trust serve as the revenue source which is guaranteed by the designated motor fuel fund of the State of Florida.

Mr. Zvara has demonstrated a strong professional approach to bringing about the financing objectives of his clients. Often financing alternatives were legally or financially prohibitive and Mr. Zvara structured an alternative financing plan which would meet the client's needs.

Mr. Zvara has utilized considerable creativity in developing a sound legal and tax basis for completion of his client's desired goals. Mr. Zvara is diligent in meeting timetables and providing high quality professional services.

III. Sample of Professional Accomplishments:

Mr. Zvara has been personally engaged as Bond Counsel for the issuance of governmental revenue bonds, including the following:

$141,975,000 Capital Projects Finance Authority (Florida) Continuing Care Retirement Community Revenue Bonds (Capital Projects Loan Program - The Glenridge on Palmer Ranch) Series 2002A, 2002B, 2002C, 2002A-1 and 2002D

$15,625,000 The School Board of Sumter County (Florida) Certificates of Participation (Master Lease Program) Series 2002

$2,500,000 Capital Projects Finance Authority (Florida) Solid Waste Disposal Revenue Bonds (Capital Projects Loan Program - SB Environmental, Inc. Project) Series 2001A

$34,455,000 Capital Projects Finance Authority (Florida) Fixed Rate Revenue Bonds (Capital Projects Loan Program - AAAE Airport Projects) 2001 Series I (City of Springfield, Missouri Loan)

$300,000 City of Alachua (Florida) Tax Increment Road Improvement Revenue Notes, Series 2000

$300,000,000 Capital Projects Finance Authority (Florida) Fixed Rate Revenue Bonds (Capital Projects Loan Program - AAAE Airport Projects) 2001 Series H

$158,255,000 Capital Projects Finance Authority (Florida) Student Housing Revenue Bonds (Capital Projects Loan Program - Florida Universities) Series 2000F-1, 2000F-2 and 2000G

$7,620,000 Capital Projects Finance Authority (Florida) Solid Waste Disposal Revenue Bonds (Capital Projects Loan Program - Waste Corporation of Central Florida, Inc. Projects) Series 2000D and 2000E

$39,965,000 Capital Projects Finance Authority (Florida) Student Housing Revenue Bonds (Capital Projects Loan Program - Florida Universities) Series 2000A, 2000B and 2000C

$7,140,000 Jacksonville Economic Development Commission (Florida) Variable Rate Demand Revenue Bonds (Bolles School Project) Series 1999A [Special Tax Counsel to Borrower and Guarantor]

$3,800,000 Wakulla County (Florida) Gas Tax Revenue Notes, Series 1999A

$5,400,000 Wakulla County (Florida) Sewer Revenue Notes, Series 1999B

$18,410,000 Capital Projects Finance Authority (Florida) Solid Waste Disposal Revenue Bonds (Capital Projects Loan Program - Waste Corporation of Florida, Inc. Project) Series 1999C and 1999D

$8,615,000 Capital Projects Finance Authority (Florida) Solid Waste Disposal Revenue Bonds (Capital Projects Loan Program - NAMCO Metals Management, Inc. Project) Series 1999A and 1999B

$5,100,000 The School Board of Sumter County (Florida) Certificates of Participation (Master Lease Program) Series 1998

$3,055,000 The School Board of Sumter County (Florida) Racetrack Improvement and Refunding Certificates of Indebtedness, Series 1998

$25,000,000 Capital Projects Finance Authority (Florida) Solid Waste Disposal Revenue Bonds (Capital Projects Loan Program - Peerless Dade, Inc. Project) Series 1998C and 1998D

$1,000,000 Sumter County Industrial Development Authority (Florida) Subordinated Industrial Development Revenue Bonds (Global Tire Recycling Project) Series 1998

$18,200,000 Capital Projects Finance Authority (Florida) Taxable Lease Obligation Revenue Bonds (Capital Projects Loan Program) Series 1998B

$300,000,000 Capital Projects Finance Authority (Florida) Variable Rate Demand Revenue Bonds (Florida Hospital Association - Capital Projects Loan Program) Series 1998A

$8,645,000 Solid Waste Management Authority of Charlton County (Georgia) Solid Waste Disposal Revenue Bonds (Chesser Island Road Landfill, Inc. Project) Series 1998A and 1998B

$6,710,000 Clay County Utility Authority (Florida) Loan from Capital Projects Finance Authority (Florida) Revenue Bonds (Capital Projects Loan Program) Series 1997A, closed December 1, 1997

$8,600,000 Washington County (Florida) Loan from Capital Projects Finance Authority (Florida) Revenue Bonds (Capital Projects Loan Program) Series 1997A, closed October 1, 1997

$4,620,000 City of Apopka (Florida) Loan from Capital Projects Finance Authority (Florida) Revenue Bonds (Capital Projects Loan Program) Series 1997A, closed October 1, 1997

$165,000,000 Capital Projects Finance Authority (Florida) Revenue Bonds (Capital Projects Loan Program) Series 1997A, issued August 26, 1997

$9,250,000 Sumter County Industrial Development Authority (Florida) Industrial Development Revenue Bonds (Global Tire Recycling Project) Series 1997A & 1997B

$525,000 Gulf County (Florida) Water System Revenue Bonds, Series 1996 (Beaches Water System)

$81,400,000 Florida Local Government Finance Authority Revenue Bonds (Governmental Unit Loan Program) Series 1986C, remarketed March 1, 1995

$400,000 City of Alachua (Florida) Sales Tax Revenue Notes, Series 1995

$800,000 Union County (Florida) Sales Tax Revenue Notes, Series 1995

$51,500,000 Florida Local Government Finance Authority Revenue Bonds (Governmental Unit Loan Program) Second Subseries of Series 1986A, remarketed April 4, 1994

$1,803,000 City of Fellsmere (Florida) Water Revenue Bonds, Series 1994

$4,563,000 Florida Local Government Finance Authority Revenue Bonds (Lake Wales Medical Centers, Inc. Project) Series 1994A

$8,650,000 Sumter County (Florida) Capital Improvement Revenue Bonds, Series 1994

$5,435,000 Florida Local Government Finance Authority (Capital Projects Loan Program) Series 1994B

$25,900,000 Florida Local Government Finance Authority Revenue Bonds (Governmental Unit Loan Program) First Subseries of Series 1986A, remarketed April 1, 1993

$138,850 Sumter County (Florida) 1993 Bank Loan

$1,650,000 City of Okeechobee (Florida) Gas Tax Revenue Notes, Series 1993

$6,430,000 Sumter County (Florida) Capital Improvement Revenue and Refunding Bonds, Series 1993

$17,480,000 City of Jacksonville (Florida) 1993 Port Facilities Revenue Refunding Bonds

$3,775,000 Wakulla County (Florida) Sales Tax Revenue Refunding Bonds, Series 1993

$5,834,500 Florida Local Government Finance Authority (Capital Projects Loan Program) Series 1993A

$2,680,000 Florida Local Government Finance Authority (Capital Projects Loan Program) Series 1993B

$4,000,000 Housing Authority of the City of Tampa (Florida) Loan from Florida Local Government Finance Authority Revenue Bonds (Governmental Unit Loan Program) First Subseries of Series 1986A, closed December 9, 1993

$5,495,000 City of Okeechobee (Florida) Water and Sewer Improvement Revenue Bonds, Series 1992A

$433,000 Town of Montverde (Florida) Water Revenue Bonds, Series 1991, issued January 16, 1992

$14,135,000 Sumter County School District (Florida) Multi District Loan Program Revenue Bonds, Series 1985, remarketed February 1, 1991

$453,000 Clay County Sheriff's Office (Florida) Equipment Lease/Purchase Agreement, closed January 31, 1991

$4,705,064 Okaloosa County (Florida) Capital Improvement Revenue Bonds, Series 1991

$4,000,000 Lee County School District (Florida) Loan from Florida Local Government Finance Authority Revenue Bonds (Governmental Unit Loan Program) Series 1986A, closed October 28, 1991

$5,355,000 Sumter County (Florida) Capital Improvement Revenue Refunding Bonds, Series 1990A

$1,995,000 Sumter County (Florida) Capital Improvement Revenue Refunding Bonds, Series 1990B

$10,700,000 Duval County Housing Finance Authority (Florida) Multi-Family Housing Revenue Refunding Bonds (Claire Pointe of Mandarin Apartments Project) Series 1990

$3,130,000 City of Destin (Florida) Capital Improvement Revenue Bonds, Series 1990

$2,600,000 Sumter County School District Foundation, Inc. Loan from Sumter County School District (Florida) Multi District Loan Program, Series 1985, closed July 2, 1990

$56,625,000 Boca Raton (Florida) Mizner Park Project Loan from City of Gulf Breeze (Florida) Revenue Bonds (Local Government Loan Program) Series 1985E, closed April 3, 1989

$10,000,000 Canaveral Port Authority Port Improvement Revenue Bonds, Series 1989

$4,830,000 City of Okeechobee (Florida) Water and Sewer Improvement Revenue Bonds, Series 1989

$26,040,000 Flagler County Industrial Development Authority (Florida) First Mortgage Revenue Bonds (RHA/South Florida Properties, Inc. Projects) Series 1988

$7,820,000 City of Pensacola (Florida) Public Improvement Refunding Revenue Bonds, Series 1988

$25,090,000 City of Pensacola (Florida) Airport Revenue Bonds, Series 1988

$13,300,000 Gadsden County Industrial Development Authority (Florida) First Mortgage Revenue Bonds (RHA/Florida Properties, Inc Projects) Series 1988A

$8,900,000 Canaveral Port Authority (Florida) Port Improvement Refunding Revenue Bonds, Series 1988

$670,000 City of LaBelle (Florida) Water and Sewer Refunding Revenue Bonds, Series 1988

In addition, Mr. Zvara has acted as Bond Counsel for numerous special district and governmental revenue bonds, notes, leases, and private activity bonds which are not listed above.

IV. References:

References are available upon request.

I would like to extend my sincere appreciation for the opportunity to submit this firm resume for favorable consideration. I would be pleased to answer any further questions you may have. If retained by you, I look forward to serving your need for legal services in the months to come.

Very truly yours,

William L. Zvara

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