NEW ISSUE – BOOK‑ENTRY ONLY RATINGS: See "RATINGS" herein. In the opinion of Co-Bond Counsel, under existing statutes, regulations, rulings and court decisions, assuming continuing compliance with certain tax covenants and the accuracy of the certifications and representations of the City, interest on the Series 2012C Bonds and the Series 2012D Bonds (as such terms are defined below) will be excludable from gross income for federal income tax purposes. Interest on the Series 2012C Bonds and the Series 2012D Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the Series 2012C Bonds and the Series 2012D Bonds will be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. Interest on the Series 2012E Bonds (as defined below) is not excludable from gross income for federal income tax purposes. Co-Bond Counsel is further of the opinion that the Series 2012 Refunding Bonds (as defined below) and the interest thereon will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined in said Chapter 220. For a more complete discussion of certain tax aspects relating to the Series 2012C Bonds and the Series 2012D Bonds, see "TAX MATTERS – SERIES 2012 TAX-EXEMPT BONDS" herein. For a more complete discussion of certain tax aspects relating to the Series 2012E Bonds, see "TAX MATTERS – SERIES 2012E BONDS" herein. $183,980,000 $11,840,000 $34,340,000 CITY OF JACKSONVILLE, CITY OF JACKSONVILLE, CITY OF JACKSONVILLE, FLORIDA FLORIDA FLORIDA SPECIAL REVENUE SPECIAL REVENUE TAXABLE SPECIAL REVENUE REFUNDING BONDS, REFUNDING BONDS, REFUNDING BONDS, SERIES 2012C SERIES 2012D SERIES 2012E Dated: Date of Delivery Due: October 1, as shown on inside cover pages The $183,980,000 City of Jacksonville, Florida Special Revenue Refunding Bonds, Series 2012C (the "Series 2012C Bonds"), $11,840,000 City of Jacksonville, Florida Special Revenue Refunding Bonds, Series 2012D (the "Series 2012D Bonds"), and $34,340,000 City of Jacksonville, Florida Taxable Special Revenue Refunding Bonds, Series 2012E (the "Series 2012E Bonds" and, together with the Series 2012C Bonds and the Series 2012D Bonds, the "Series 2012 Refunding Bonds") will be issued by the City of Jacksonville, Florida (the "City") to refund and defease the Refunded Bonds (as defined herein) and pay the costs of issuance related to the Series 2012 Refunding Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF REFUNDING" herein. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings set forth in "APPENDIX B – SUMMARY OF CERTAIN PROVISIONS OF THE SPECIAL REVENUE BOND ORDINANCE -- Definitions of Certain Terms" attached hereto or, if not defined therein, will have the same meanings ascribed to such terms in the Special Revenue Bond Ordinance or the Bond Terms Agreement (as defined herein), as applicable. The Series 2012 Refunding Bonds are being issued as Additional Bonds under the Special Revenue Bond Ordinance and as fully registered bonds in denominations equal to the principal amount of each maturity shown on the inside cover pages, and when issued will be registered in the name of Cede & Co., as Bondholder and securities depository nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases of beneficial interests in the Series 2012 Refunding Bonds will be made in book-entry form only through DTC Participants in the principal amount of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Series 2012 Refunding Bonds will not receive physical delivery of bond certificates. Interest on the Series 2012 Refunding Bonds will be paid semi-annually on April 1 and October 1 of each year, commencing April 1, 2013 (each, an "Interest Payment Date"). Payments of principal of and interest on the Series 2012 Refunding Bonds will be made to purchasers of beneficial interests in the Series 2012 Refunding Bonds by DTC Participants. See "BOOK-ENTRY ONLY SYSTEM" herein. Wells Fargo Bank, N.A., Jacksonville, Florida, will serve as Deputy Registrar and Paying Agent for the Series 2012 Refunding Bonds. The Series 2012 Refunding Bonds are subject to optional redemption prior to their stated dates of maturity as more fully described herein. See "DESCRIPTION OF THE SERIES 2012 REFUNDING BONDS – Redemption" herein. The Series 2012 Refunding Bonds are limited obligations of the City payable from the Covenant Revenues and other legally available revenues of the City budgeted and appropriated in the manner and to the extent provided in the Special Revenue Bond Ordinance. The Series 2012 Refunding Bonds will not be secured by a lien on the Covenant Revenues or any other revenues of the City until such funds are actually budgeted and appropriated therefor and deposited in the funds and accounts under the Special Revenue Bond Ordinance. The obligation of the City to budget, appropriate and make payments from Covenant Revenues is subject to the availability of Covenant Revenues in the General Fund after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential government services of the City. The City may not expend money not appropriated or in excess of its current budgeted revenues to pay debt service on the Series 2012 Refunding Bonds. The City also has certain other obligations which are payable from Covenant Revenues, all as described herein. See "SECURITY FOR THE SERIES 2012 REFUNDING BONDS" and "ADDITIONAL DEBT" herein. Principal of the Series 2012 Refunding Bonds, the redemption premium, if any, and the interest thereon shall not be deemed to constitute a general or moral obligation or indebtedness of the City, or of the State of Florida (the "State") or any political subdivision thereof within the meaning of the Constitution and laws of the State. Neither the City nor the State nor any political subdivision thereof, shall be obligated to pay the principal of redemption premium, if any, or the interest on the Series 2012 Refunding Bonds except from the revenues and funds herein described, and neither the faith and credit nor any taxing power of the City or the State or any political subdivision thereof, is pledged to the payment of the principal of or interest on the Series 2012 Refunding Bonds or other costs incident thereto. The City is not obligated to maintain or continue any activities that generate Covenant Revenues. Purchasers of the Series 2012 Refunding Bonds, by their purchase and acceptance thereof, are deemed to have expressly and irrevocably consented to and approved, as required by Section 14.02 of the Special Revenue Bond Ordinance, the amendment of the terms and provisions of the Special Revenue Bond Ordinance by incorporating the amendments (the "Amendments") set forth in Ordinance 2012‑620‑E enacted on November 13, 2012. As provided in the Special Revenue Bond Ordinance, the Amendments will only take effect upon the consent and approval of not less than a majority of the holders of the then Outstanding Bonds under the Special Revenue Bond Ordinance and any Insurer of Bonds then Outstanding under the Special Revenue Bond Ordinance. See "CONSENT TO AMENDMENTS TO SPECIAL REVENUE BOND ORDINANCE" contained herein and "APPENDIX B – SUMMARY OF CERTAIN PROVISIONS OF THE SPECIAL REVENUE BOND ORDINANCE" attached hereto. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2012 Refunding Bonds are offered for delivery when, as and if issued by the City and received by the Underwriters of the Series 2012 Refunding Bonds, subject to the delivery of an approving opinion as to the legality of the Series 2012 Refunding Bonds by Greenberg Traurig, P.A., Orlando, Florida and the Ezell Law Firm, P.A. Jacksonville, Florida, serving as Co-Bond Counsel to the City. Certain legal matters will be passed upon for the City by Greenberg Traurig, P.A., Orlando, Florida and D. Seaton and Associates, Orlando, Florida, serving as Co-Disclosure Counsel to the City. Certain other legal matters will be passed upon for the City by its Office of General Counsel. Certain matters will be passed on for the Underwriters by their counsel, Ballard Spahr LLP, Philadelphia, Pennsylvania. Public Financial Management, Inc., Orlando, Florida is acting as financial advisor to the City in connection with the issuance of the Series 2012 Refunding Bonds. It is expected that the Series 2012 Refunding Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about December 13, 2012. Goldman, Sachs & Co. J.P. Morgan Jefferies Drexel Hamilton, LLC Loop Capital Markets Siebert Brandford Shank & Co., L.L.C. Dated: November 16, 2012 MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS AND CUSIPS $183,980,000 CITY OF JACKSONVILLE, FLORIDA SPECIAL REVENUE REFUNDING BONDS SERIES 2012C Date Principal Interest (October 1) Amount Rate Price Yield CUSIP No. 2013 $ 1,525,000 3.00% 102.155 0.30% 469487FG2 2014 3,865,000 5.00 108.090 0.48 469487FH0 2015 11,050,000 5.00 112.048