PRELIMINARY LIMITED OFFERING MEMORANDUM DATED NOVEMBER 1, 2016

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1 This Preliminary Limited Offering Memorandum and the information contained herein are subject to change, amendment and completion without notice. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or filing under the applicable securities laws of such jurisdiction. PRELIMINARY LIMITED OFFERING MEMORANDUM DATED NOVEMBER 1, 2016 New Issue Book-Entry Only Not Rated In the opinion of Bond Counsel, (i) the 2016 Bonds identified herein shall be special obligations of City of Hyattsville (the City ) and shall not constitute a general obligation debt of the City or a pledge of the City s full faith and credit or unlimited taxing power; (ii) under existing Maryland law, the principal amount of the 2016 Bonds, interest payable on the 2016 Bonds, the transfer of the 2016 Bonds, and any income from the 2016 Bonds, including profit made in the sale or transfer of the 2016 Bonds, are exempt from Maryland State and local taxes; no opinion is expressed as to Maryland estate or inheritance taxes or any other Maryland taxes not levied or assessed directly on the 2016 Bonds, their transfer, the interest payable on the 2016 Bonds or the income therefrom; and (iii) assuming continuing compliance with certain covenants described herein, interest on the 2016 Bonds (a) is excludable from gross income for federal income tax purposes under existing statutes, regulations and decisions and (b) is not includable in corporate or individual alternative minimum taxable income as an enumerated item of tax preference, but may be included in the calculation of a corporation s alternative minimum taxable income for federal income tax purposes, and may be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. See TAX MATTERS herein. Dated: Date of Delivery $17,555,000 CITY OF HYATTSVILLE (MARYLAND) SPECIAL OBLIGATION REFUNDING BONDS (UNIVERSITY TOWN CENTER PROJECT) SERIES 2016 Due: As shown on the inside cover The above-captioned bonds (the 2016 Bonds ) are special obligations of City of Hyattsville, a Maryland municipality (the City ) payable solely from and secured by a pledge of certain Revenues (as defined herein) and certain other funds pursuant to the provisions of an Indenture of Trust dated as of August 1, 2004 (the Original Indenture ), as such Original Indenture is being supplemented and amended by the terms of a First Supplemental Indenture of Trust dated as of December 1, 2016 (the First Supplement and, together with the Original Indenture, the Indenture ), each by and between the City and U.S. Bank National Association (as successor-in-interest to SunTrust Bank), as trustee (the Trustee ). The 2016 Bonds are being issued to provide funds, together with any other funds available for such purposes, to refund in whole the 2004 Bonds (as defined herein), to cause the funding of a reserve fund with respect to the 2016 Bonds and to pay certain costs relating to the issuance of the 2016 Bonds. The 2016 Bonds are subject to optional and mandatory sinking fund redemption as described herein. Interest on the 2016 Bonds is payable on January 1 and July 1 of each year, commencing January 1, The 2016 Bonds are being issued in fully registered book-entry form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Beneficial owners of the 2016 Bonds will not receive physical certificates representing their interest in the 2016 Bonds purchased, but will receive a credit balance on the books of the nominees of such beneficial owners. The 2016 Bonds will be issued in authorized denominations of $100,000 or any integral multiple of $5,000 in excess thereof, provided that if certain conditions are satisfied under the Indenture with respect to obtaining a rating on the 2016 Bonds not lower than Baa3 or BBB- by a Rating Agency (as defined herein), then the 2016 Bonds shall be transferable in denominations of $5,000 and integral multiples thereof (referred to herein as the Authorized Denominations ). THE INDENTURE PROHIBITS THE SALE OR PURCHASE OF 2016 BONDS OTHER THAN IN THE AUTHORIZED DENOMINATIONS. Payments of principal of and interest on the 2016 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants which will remit such payment to the beneficial owners of the 2016 Bonds. See THE 2016 BONDS Book-Entry System herein. NO APPLICATION HAS BEEN MADE FOR A RATING WITH RESPECT TO THE 2016 BONDS, NOR IS THERE ANY REASON TO BELIEVE THAT THE CITY WOULD HAVE BEEN SUCCESSFUL IN OBTAINING A RATING FOR THE 2016 BONDS HAD APPLICATION BEEN MADE. THE 2016 BONDS ARE INITIALLY BEING OFFERED TO ACCREDITED INVESTORS ONLY WITHIN THE MEANING OF SECTION 2(15) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). THE 2016 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 3(A)(2) THEREIN. NO ACTION HAS BEEN TAKEN TO QUALIFY THE 2016 BONDS FOR SALE UNDER THE SECURITIES LAWS OF ANY STATE. THE PURCHASE OF THE 2016 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF RISK, INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST. SEE RISK FACTORS HEREIN FOR A DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE 2016 BONDS. THE 2016 BONDS SHALL NOT BE AN INDEBTEDNESS OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, AD VALOREM TAXES OR SPECIAL TAXES OF THE CITY OTHER THAN THE SPECIAL TAXES CONTEMPLATED BY THE 2016 BOND RESOLUTION AND THE RATE AND METHOD, AS MORE FULLY DESCRIBED HEREIN. THE 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION DEBT OF THE CITY OR A PLEDGE OF THE CITY S FULL FAITH AND CREDIT OR UNLIMITED TAXING POWER. THE ONLY FUNDS THE CITY WILL BE OBLIGATED TO USE TO MAKE PAYMENT ON THE 2016 BONDS WILL BE THOSE THAT RESULT FROM THE SPECIAL TAXES LEVIED ON AND COLLECTED FROM PROPERTY LOCATED IN THE SPECIAL TAXING DISTRICT IDENTIFIED HEREIN. THE 2016 BONDS ARE PAYABLE SOLELY FROM CERTAIN AMOUNTS DEPOSITED IN THE DEBT SERVICE FUND, THE SPECIAL TAX REVENUES FUND AND THE RESERVE FUND, AS MORE FULLY DESCRIBED HEREIN. The 2016 Bonds are offered for delivery when, as and if issued, subject to the opinion of Funk & Bolton, P.A., Baltimore, Maryland, Bond Counsel to the City, as to the validity of the 2016 Bonds and the excludability from gross income of interest thereon for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by Ballard Spahr LLP, Washington, D.C. It is expected that the 2016 Bonds will be available for delivery on or about December, This cover page contains information for quick reference only. It is not a summary of this Limited Offering Memorandum. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed decision. December, 2016 Preliminary; subject to change.

2 MATURITY SCHEDULE $2,775,000 Serial Bonds Due (July 1) Amount Interest Rate 2017 $590,000 % , , , ,000 Price CUSIP Numbers $4,660,000 % Term Bonds due July 1, 2027 Price: %; CUSIP Number: $4,340,000 % Term Bonds due July 1, 2031 Price: %; CUSIP Number: $5,780,000 % Term Bonds due July 1, 2034 Price: %; CUSIP Number: CUSIP (Committee on Uniform Security Identification Procedures) data is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association ( ABA ) by S&P Capital IQ. CUSIP is a registered trademark of the ABA. CUSIP numbers are included solely for the convenience of the holders of the 2016 Bonds. Neither the City nor the Underwriter takes any responsibility for the accuracy of CUSIP information. The CUSIP number for a specific maturity is subject to change after the issuance of the 2016 Bonds in certain circumstances. The City has not agreed to, and there is no duty or obligation to, update this Limited Offering Memorandum to reflect any change or correction in the assigned CUSIP numbers set forth herein. The use of CUSIP numbers in this Limited Offering Memorandum is not intended to create a database and does not service in any way as a substitute for CUSIP Global Services information. Preliminary; subject to change.

3 UNIVERSITY TOWN CENTER LOCATION MAP (i)

4 UNIVERSITY TOWN CENTER (ii)

5 No dealer, broker, salesman or other person has been authorized by the City or by the Underwriter to give any information or to make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2016 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by sources that are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the Underwriter. The information and expressions of opinion herein speak only as of the date hereof and are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information contained herein since the date hereof. The City has either provided or reviewed the information under the headings INTRODUCTION, THE CITY, THE 2016 BONDS Estimated Sources and Uses of Funds, SECURITY FOR THE 2016 BONDS Levy Procedures, Special Fund, Special Tax Revenues, Special Tax Collection Procedures, NO LITIGATION and CONTINUING DISCLOSURE as such information relates to the City, and the City is not responsible for any other sections within this Limited Offering Memorandum. The Underwriter has reviewed the information in this Limited Offering Memorandum in accordance with, and as part of its responsibilities to investors under, the United States Federal Securities Laws as applied to the facts and circumstances of this transaction. The information set forth herein has been obtained from public documents, records and other sources, including the City, that are believed by the Underwriter to be reliable. While the Underwriter does not guarantee the accuracy of this information, to the best of the Underwriter s knowledge, this Limited Offering Memorandum does not contain any untrue statement of a material fact and does not omit to state any material fact required to be stated herein or necessary to make the statements herein in the light of the circumstances under which they have been made not misleading. The information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2016 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE 2016 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH LAWS. THE REGISTRATION OR QUALIFICATION OF THE 2016 BONDS UNDER THE SECURITIES LAWS OF ANY JURISDICTIONS IN WHICH THEY MAY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. THE CITY HAS NOT PASSED UPON THE MERITS OF THE 2016 BONDS. (iii)

6 TABLE OF CONTENTS INTRODUCTION... 1 THE CITY... 3 THE ADMINISTRATOR... 4 THE 2016 BONDS... 4 NET ANNUAL DEBT SERVICE SECURITY FOR THE 2016 BONDS THE DEVELOPMENT THE SPECIAL TAXING DISTRICT AND SPECIAL TAX REVENUES RISK FACTORS UNDERWRITING LEGAL MATTERS TAX MATTERS NO LITIGATION NO RATING RELATIONSHIPS CONTINUING DISCLOSURE MISCELLANEOUS APPENDIX A Rate and Method of Apportionment of Special Taxes APPENDIX B Certain Defined Terms and Summary of Certain Provisions of the Indenture APPENDIX C Proposed Form of Opinion of Bond Counsel APPENDIX D Proposed Form of City Continuing Disclosure Agreement APPENDIX E Proposed Forms of Disclosing Owner Continuing Disclosure Agreements APPENDIX F Special Tax Projections Report Page (iv)

7 $17,555,000 CITY OF HYATTSVILLE (MARYLAND) SPECIAL OBLIGATION REFUNDING BONDS (UNIVERSITY TOWN CENTER PROJECT) SERIES 2016 LIMITED OFFERING MEMORANDUM INTRODUCTION This Limited Offering Memorandum, including the cover page, the inside cover page and Appendices hereto, is provided to furnish information in connection with the issuance and sale of $17,555,000 * aggregate principal amount of City of Hyattsville (Maryland) Special Obligation Refunding Bonds (University Town Center Project), Series 2016 (the 2016 Bonds ). The 2016 Bonds will be issued and secured pursuant to Sections to , inclusive, of the Local Government Article of the Annotated Code of Maryland, as amended (the Special Taxing District Act or the Act ) and an Indenture of Trust dated as of August 1, 2004 (the Original Indenture ), as such Original Indenture is being supplemented and amended by the terms of a First Supplemental Indenture of Trust dated as of December 1, 2016 (the First Supplement and, together with the Original Indenture, the Indenture ), each by and between City of Hyattsville, a Maryland municipality (the City ), and U.S. Bank National Association (as successor-in-interest to SunTrust Bank), as trustee (the Trustee ). Capitalized terms not otherwise defined herein shall have the meanings as set forth in APPENDIX B Certain Defined Terms and Summary of Certain Provisions of the Indenture and otherwise as set forth in the Indenture, except that capitalized terms not otherwise defined under the heading THE SPECIAL TAXING DISTRICT AND SPECIAL TAX REVENUES Rate and Method of Apportionment of Special Taxes shall have the meanings as set forth in the Rate and Method. The 2016 Bonds will be issued as fully registered bonds in book-entry form in initial denominations of $100,000 or any integral multiple of $5,000 in excess thereof, provided that if certain conditions are satisfied under the Indenture with respect to obtaining a rating on the 2016 Bonds not lower than Baa3 or BBB- (or their thencurrent equivalents) by a Rating Agency, then the 2016 Bonds shall be transferable in denominations of $5,000 and integral multiples thereof (referred to herein as the Authorized Denominations ). See THE 2016 BONDS Authorized Denominations and NO RATING herein. The 2016 Bonds will be secured by the proceeds of the special taxes (the Special Taxes ) levied on the taxable parcels within the University Town Center Special Taxing District (the Special Taxing District ). The revenues from the Special Taxes (the Special Tax Revenues ) are also referred to herein as the Revenues. The 2016 Bonds are also secured by amounts on deposit in certain funds held by the Trustee under the Indenture. THE 2016 BONDS SHALL NOT BE AN INDEBTEDNESS OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, AD VALOREM TAXES OR SPECIAL TAXES OF THE CITY OTHER THAN THE SPECIAL TAXES CONTEMPLATED BY THE 2016 BOND RESOLUTION AND THE RATE AND METHOD, AS MORE FULLY DESCRIBED HEREIN. THE 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION DEBT OF THE CITY OR A PLEDGE OF THE CITY S FULL FAITH AND CREDIT OR UNLIMITED TAXING POWER. THE ONLY FUNDS THE CITY WILL BE OBLIGATED TO USE TO MAKE PAYMENT ON THE 2016 BONDS WILL BE THOSE THAT RESULT FROM THE SPECIAL TAXES LEVIED ON AND COLLECTED FROM PROPERTY LOCATED IN THE SPECIAL TAXING DISTRICT. THE 2016 BONDS ARE PAYABLE SOLELY FROM CERTAIN AMOUNTS DEPOSITED IN THE DEBT SERVICE FUND, THE SPECIAL TAX REVENUES FUND AND THE RESERVE FUND, AS MORE FULLY DESCRIBED HEREIN. Preliminary; subject to change.

8 The Special Taxing District Act provides a method of financing certain infrastructure improvements by Maryland municipalities, including the City, through the creation of special taxing districts. The Special Taxing District Act provides for the creation of such special taxing districts by the City upon the request of (i) the owners of at least two-thirds of the assessed valuation of the real property located within the special taxing district and (ii) at least two-thirds of the owners of the real property located within the special taxing district. Upon approval of the creation of the special taxing district, the City may issue special obligation bonds for infrastructure improvements supporting the special taxing district and may levy and collect special taxes within such district to pay the debt service, replenish any shortfall in a debt service reserve fund, and pay administrative expenses in connection with such bonds. The special taxes levied shall be collected and secured in the same manner as general ad valorem taxes of the City and shall be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for general ad valorem taxes of the City. Special taxes so levied and collected by the City will be deposited in a special fund held by the City (which special fund is pledged as security for such bonds) and promptly transferred to the Trustee to be used to pay debt service on the bonds issued to pay for the infrastructure improvements and any bonds issued to refund such bonds. The Special Taxing District, consisting of approximately acres of land, was created by Hyattsville Resolution of the City Council of the City (the City Council ) passed on February 17, 2004 (the Designation Resolution ). The Special Taxing District comprises a portion of the University Town Center (the Center ). The Center is a mixed-use development located within the City. The property comprising the Special Taxing District (the Development ) includes approximately 1,345,000 square feet of rentable office space, 207,000 square feet of rentable retail space, 134 residential condominiums units, 244 residential units oriented towards students and two parking garages containing a total of approximately 1,450 parking spaces. See THE DEVELOPMENT for a description of the current status of the Development. Pursuant to the Act, an application dated February 9, 2004, which constituted the request of the requisite owners of real property in the Special Taxing District required under the Act (the Application ), Hyattsville Resolution of the City Council passed on February 17, 2004 (the 2004 Bond Resolution ) and the Original Indenture, the City issued its $18,000,000 Special Obligation Bonds (University Town Center Project), Series 2004 (the 2004 Bonds ) to (i) finance costs of infrastructure improvements to be located within the Special Taxing District or outside of the Special Taxing District but reasonably related to infrastructure improvements to be located within the Special Taxing District (the Public Improvements ), (ii) initially fund the Reserve Fund with respect to the 2004 Bonds, (iii) fund a portion of the interest due on the 2004 Bonds, (iv) pay administrative costs related to the 2004 Bonds and the Special Taxing District and (v) pay costs of issuing the 2004 Bonds. The Public Improvements financed by proceeds of the 2004 Bonds included the construction of new streets, water and sewer facilities, plazas and other related public infrastructure facilities. The 2016 Bonds are authorized pursuant to the Act, Section of the Local Government Article of the Annotated Code of Maryland, Hyattsville Resolution of the City Council passed on August 1, 2016 (the 2016 Bond Resolution ), and one or more executive orders executed by the Mayor on or before the Closing Date, and the Indenture. The 2016 Bonds are being issued as Additional Bonds as permitted by the Original Indenture. The Application provides that the City, from time to time, may refinance all or a portion of any bonds previously issued by the City pursuant to the Act which originally financed or reimbursed costs of the Public Improvements, provided that any such refinancing does not result in an increase in the maximum special taxes authorized to be levied on any class of property within the Special Taxing District pursuant to the Rate and Method. The Original Indenture provides that Additional Bonds may be issued thereunder for refunding purposes, without the consent of the holders of the majority of the outstanding Bonds, provided that after giving effect to any such refunding, Maximum Annual Debt Service during any year prior to maturity of any Bonds theretofore outstanding will be decreased. As of the date of this Limited Offering Memorandum, the 2004 Bonds are the only Bonds outstanding under the Original Indenture. The 2016 Bonds are being structured to meet the requirements of the Application and the Indenture so as not to require the consent of the holders of a majority of the 2004 Bonds outstanding. The proceeds of the 2016 Bonds, together with certain amounts available in funds and accounts established pursuant to the Original Indenture, will be used to currently refund in whole the 2004 Bonds on or shortly after the date of delivery of the 2016 Bonds, to cause the funding of the Reserve Fund with respect to the 2016 Bonds and to 2

9 pay costs of issuing the 2016 Bonds. See THE 2016 BONDS Estimated Sources and Uses of Funds herein. Following the refunding of the 2004 Bonds, the 2016 Bonds will be the only outstanding Bonds under the Indenture. The Indenture will provide for the issuance of further Additional Bonds subject to compliance with certain requirements set forth within the Indenture for the purpose of refunding or advance refunding any Outstanding Bonds. Any further Additional Bonds will be equally and ratably secured by the Revenues and other property pledged under the Indenture. The 2016 Bonds, together with any further Additional Bonds issued under the Indenture, are referred to collectively herein as the Bonds. See THE 2016 BONDS Additional Bonds. The methodology for determining the Special Taxes is set forth in the City of Hyattsville, Maryland University Town Center Special Taxing District Rate and Method of Apportionment of Special Taxes (the Rate and Method ). See THE SPECIAL TAXING DISTRICT AND SPECIAL TAX REVENUES Rate and Method of Apportionment of Special Taxes, APPENDIX A Rate and Method of Apportionment of Special Taxes and APPENDIX F Special Tax Projections Report. The Rate and Method provides that the amount of Special Taxes in any year may be increased in the amount equal to estimated delinquencies and to replenish any shortfall in the Reserve Fund as a result of defaults in the payment of Special Taxes in previous years. The Rate and Method does not specify a maximum amount to be assessed with respect to any parcel of property located with Special Taxing District. As such, to the extent any property owner fails to pay its Special Taxes, other property owners will be obligated to pay an increased Special Tax to cover such shortfalls in subsequent years. The City has retained MuniCap, Inc. (the Administrator ) to provide certain services in connection with the administration of the Special Taxing District, including calculating the amount of Special Taxes that may be required to be levied in any given year pursuant to the Rate and Method. The City Council must annually approve the levy of any Special Taxes. This Limited Offering Memorandum contains brief descriptions of, among other things, the City, the 2016 Bonds, the security for the 2016 Bonds, the Special Taxing District, the Development, risk factors and other information, together with summaries of certain provisions of the 2016 Bonds, the Indenture and certain other documents related to the 2016 Bonds and the Special Taxing District. Such descriptions and information do not purport to be complete, comprehensive or definitive. All such descriptions are qualified in their entirety by reference to such documents, copies of which are available for inspection at the offices of the Underwriter. THE CITY The City is a body corporate, a municipal corporation of the State of Maryland and a municipality within the meaning of the Act, and is authorized to issue the 2016 Bonds under the Act. The City has a charter form of government and is governed by an elected Mayor and City Council. The City has a total area of approximately 2.7 square miles and an estimated population of 18,764. The City is located in Prince George s County, Maryland, approximately 6 miles from downtown Washington, D.C. Services provided or paid by the City from City, County, State or Federal sources include police, public works, the adoption and maintenance of building codes and regulation of licenses and permits, the levy or collection of certain taxes and revenues, maintenance of public records, conduct of elections and collection and disposal of refuse. Prince George s County is an overlapping local government entity and has taxing jurisdiction in the City. The City s financial matters are currently administered by the Treasurer of the City. The Treasurer is appointed by the City Council. The Treasurer is charged with the administration of the financial affairs of the City, which generally include: preparation and administration of the City s budget, supervision of all payments and disbursements made by the City, ascertaining that all taxable property within the City is assessed for taxation, the collection or causing the collection of State and City taxes, special assessments, liens, utility charges, fees and other revenues and funds of every kind due to the City (including the Special Taxes) and the enforcement of the collection of taxes in the manner provided by law. See SECURITY FOR THE 2016 BONDS Special Tax Collection Procedures. 3

10 THE ADMINISTRATOR MuniCap, Inc. (the Administrator ) is a public finance consulting firm with a specialized practice providing services related to the formation and administration of districts created in connection with the issuance of special taxing district bonds, tax increment financing bonds and other types of special assessment bonds. These services include the preparation of tax increment projections, calculation of special taxes or special assessments to be imposed, and continuing disclosure and financial services related to the administration of such districts. The Administrator has its principal office in Columbia, Maryland, and provides district administration services to approximately 150 special taxing, tax increment, special assessment and similar districts in Maryland and 19 other states, including the District of Columbia. THE 2016 BONDS The 2016 Bonds will be issued in the aggregate principal amount of $17,555,000 and will bear interest from the date of delivery. The 2016 Bonds will bear interest from such date at the rates, and will mature on the dates, set forth on the inside cover page of this Limited Offering Memorandum. The 2016 Bonds will be initially issued in fully registered book-entry form, in Authorized Denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The Depository Trust Company, New York, New York ( DTC ), will act as securities depository for the 2016 Bonds. So long as the 2016 Bonds are held in book-entry form, principal or redemption price of and interest on the 2016 Bonds will be paid directly to DTC for distribution to the Beneficial Owners (as defined below) of the 2016 Bonds in accordance with the procedures adopted by DTC. See THE 2016 BONDS Book-Entry System below. Payments of principal or redemption price of and interest on the 2016 Bonds will be paid by the Trustee to DTC or its nominee for subsequent disbursement to DTC participants which will remit such payments to the Beneficial Owners of the 2016 Bonds. Interest on the 2016 Bonds will be paid in lawful money of the United States of America semiannually on January 1 and July 1 of each year (each, an Interest Payment Date ), commencing on January 1, Interest on the 2016 Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. THE 2016 BONDS SHALL NOT BE AN INDEBTEDNESS OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, AD VALOREM TAXES OR SPECIAL TAXES OF THE CITY OTHER THAN THE SPECIAL TAXES CONTEMPLATED BY THE 2016 BOND RESOLUTION AND THE RATE AND METHOD, AS MORE FULLY DESCRIBED HEREIN. THE 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION DEBT OF THE CITY OR A PLEDGE OF THE CITY S FULL FAITH AND CREDIT OR UNLIMITED TAXING POWER. THE ONLY FUNDS THE CITY WILL BE OBLIGATED TO USE TO MAKE PAYMENT ON THE 2016 BONDS WILL BE THOSE THAT RESULT FROM THE SPECIAL TAXES LEVIED ON AND COLLECTED FROM PROPERTY LOCATED IN THE SPECIAL TAXING DISTRICT. THE 2016 BONDS ARE PAYABLE SOLELY FROM CERTAIN AMOUNTS DEPOSITED IN THE DEBT SERVICE FUND, THE SPECIAL TAX REVENUES FUND AND THE RESERVE FUND, AS MORE FULLY DESCRIBED HEREIN. Preliminary; subject to change. 4

11 Redemption Optional Redemption The 2016 Bonds maturing on and after July 1, 2026 are subject to redemption prior to their stated maturities as a whole or in part on any date on and after July 1, 2025, at the option of the City, at a redemption price equal to the par amount of the 2016 Bonds to be redeemed plus accrued interest thereon to the date set for redemption, without premium or penalty. Mandatory Sinking Fund Redemption The 2016 Bonds maturing on July 1, 2027 are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date set for redemption from mandatory Sinking Fund Installments on July 1 of the following years in the following amounts: Redemption Date (July 1) Sinking Fund Installment Amount Redemption Date (July 1) Sinking Fund Installment Amount 2022 $645, $800, , , , ,000** **Final maturity. The 2016 Bonds maturing on July 1, 2031 are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date set for redemption from mandatory Sinking Fund Installments on July 1 of the following years in the following amounts: Redemption Date (July 1) Sinking Fund Installment Amount Redemption Date (July 1) Sinking Fund Installment Amount 2028 $980, $1,120, ,045, ,195,000** **Final maturity. The 2016 Bonds maturing on July 1, 2034 are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date set for redemption from mandatory Sinking Fund Installments on July 1 of the following years in the following amounts: Redemption Date (July 1) Sinking Fund Installment Amount Redemption Date (July 1) Sinking Fund Installment Amount 2032 $1,275, $3,150,000** ,355,000 **Final maturity. The 2016 Bonds that are Term Bonds and are redeemed as described under THE 2016 BONDS Redemption Optional Redemption and 2016 Bonds that are Term Bonds and are purchased by the Trustee from available moneys on deposit with the Trustee in accordance with the Indenture shall be credited to the remaining sinking fund installments in the manner described herein. See THE 2016 BONDS Redemption Credits to Sinking Fund Installments from Redemptions and Purchases of 2016 Bonds. * Preliminary; subject to change. 5

12 Selection of Bonds for Redemption If fewer than all of the 2016 Bonds are to be redeemed at the option of the City, the maturities of the 2016 Bonds to be redeemed in whole or in part shall be selected by the City. If fewer than all of the 2016 Bonds of a maturity shall be called for redemption, the Securities Depository shall select the particular 2016 Bonds or portions of 2016 Bonds of such maturity to be redeemed in accordance with its procedures, or if the book-entry system has been discontinued, the Trustee shall select or cause to be selected the particular 2016 Bonds or portions of 2016 Bonds of such maturity to be redeemed by lot or in such other manner as the Trustee in its discretion may deem proper; provided that the portion of any 2016 Bond to be redeemed shall be in a principal amount equal to $5,000 or any integral multiple thereof, and provided further that no redemption shall result in a 2016 Bond remaining outstanding in a denomination of less than the Authorized Denomination in effect at that time. Credits to Sinking Fund Installments from Redemptions and Purchases of 2016 Bonds If (A) the Trustee purchases 2016 Bonds that are Term Bonds during any Fiscal Year, (B) the City delivers to the Trustee for cancellation on or before the 45th day next preceding any July 1 on which a Sinking Fund Installment is due 2016 Bonds that are Term Bonds subject to redemption from such Sinking Fund Installment, or (C) 2016 Bonds that are Term Bonds subject to redemption from a Sinking Fund Installment are otherwise redeemed during such Fiscal Year, then an amount equal to 100% of the aggregate principal amount of such 2016 Bonds so purchased, delivered to the Trustee for cancellation or redeemed shall be credited against such Sinking Fund Installment. If the aggregate principal amount of 2016 Bonds that are Term Bonds purchased by the Trustee or the City or redeemed in any Fiscal Year is in excess of the Sinking Fund Installment due on such 2016 Bonds that are Term Bonds on the immediately succeeding July 1, the Trustee shall credit such excess against subsequent Sinking Fund Installments for such 2016 Bonds that are Term Bonds as directed by the City. Notice of Redemption So long as the 2016 Bonds are held in book-entry form, notice of redemption will be mailed by the Trustee only to DTC and not to the Beneficial Owners of 2016 Bonds under the DTC book-entry only system. Neither the City nor the Trustee is responsible for notifying the Beneficial Owners, who are to be notified in accordance with the procedures in effect for the DTC book-entry system. See Book-Entry System below. Each notice of redemption of 2016 Bonds shall set forth (i) the maturities of the 2016 Bonds to be redeemed, (ii) the date fixed for redemption, (iii) the redemption price to be paid, (iv) the designated office of the Trustee at which such 2016 Bonds shall be redeemed, (v) a name and phone number (and address, at the Trustee s discretion) for a contact person at the Trustee, (vi) the CUSIP numbers of the 2016 Bonds to be redeemed, (vii) if fewer than all of the 2016 Bonds of any one maturity then outstanding shall be called for redemption, the distinctive numbers and letters, if any, of the 2016 Bonds to be redeemed, (viii) in the case of 2016 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, (ix) any conditions to such redemption, and (x) that on the date fixed for redemption, if all conditions, if any, to such redemption have been satisfied, there shall become due and payable upon all 2016 Bonds to be redeemed in whole or in part the redemption price thereof, together with interest accrued to the date fixed for redemption, and that, from and after such date, interest thereon shall cease to accrue. If any 2016 Bond is to be redeemed in part only, the notice of redemption that relates to such 2016 Bond shall state also that on or after the date fixed for redemption, upon surrender of such 2016 Bond the Trustee at the designated office of the Trustee, a new 2016 Bond or 2016 Bonds of the same maturity, bearing interest at the same rate and of any applicable Authorized Denomination, will be issued in the aggregate principal amount equal to the unredeemed portion of such 2016 Bond. 6

13 Effect of Call for Redemption On the date designated for redemption, provided any conditions with respect thereto have been satisfied, the 2016 Bonds or portions of the 2016 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such 2016 Bonds or such portions thereof on such date, plus accrued interest to the date set for redemption, and, if moneys for the payment of the redemption price and accrued interest are held by the Trustee as provided in the Indenture, interest on such 2016 Bonds or such portions thereof so called for redemption shall cease to accrue, such 2016 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture, and the registered owners thereof shall have no rights in respect of such 2016 Bonds or such portions thereof so called for redemption except to receive payment of the redemption price thereof and the accrued interest thereon so held by the Trustee. If a portion of a 2016 Bond shall be called for redemption, a new 2016 Bond or new 2016 Bonds in aggregate principal amount equal to the unredeemed portion thereof in one or more Authorized Denominations shall be issued to the registered owner upon the surrender thereof. Transfer and Exchange of 2016 Bonds A 2016 Bond may be exchanged for an equal aggregate principal amount of 2016 Bonds of any Authorized Denominations, and the transfer of such 2016 Bond may be registered, upon presentation and surrender of such 2016 Bond at the designated office of the Trustee, together with an assignment duly executed by the registered owner thereof or such owner s attorney or legal representative. The City and the Trustee may require the person requesting any such exchange or transfer to reimburse them for any tax or other governmental charge, shipping charges or insurance payable in connection therewith. Neither the City nor the Trustee shall be required to register the transfer of such 2016 Bond or make any such exchange of such 2016 Bond during the 15 days preceding an Interest Payment Date applicable to such 2016 Bond, during the 15 days preceding the date of mailing any notice of redemption or after such Bond has been called for redemption. Authorized Denominations The 2016 Bonds will be issued in initial Authorized Denominations of $100,000 or any integral multiple of $5,000 in excess thereof, provided that if certain conditions are satisfied under the Indenture with respect to obtaining a rating on the 2016 Bonds not lower than Baa3 or BBB- (or their then-current equivalents) by a Rating Agency, then the 2016 Bonds shall be issuable in denominations of $5,000 and integral multiples thereof. Under the Indenture, upon receipt of a written request on behalf of not less than 10% of the Holders of the 2016 Bonds, the City shall apply for a rating on the 2016 Bonds from a Rating Agency; provided that, in advance of applying for such rating the Administrator has determined in its reasonable discretion that (i) based upon published criteria or discussions with the applicable Rating Agency, the 2016 Bonds can be expected to receive a rating category not lower than Baa3 or BBB- (or their then-current equivalents), as applicable, and (ii) sufficient moneys are available in the Administrative Expense Fund to pay the City Expenses expected to be incurred, including the costs of obtaining any such rating, after giving effect to any moneys available for transfer from the Special Tax Revenues Fund to the Administrative Expense Fund. If the 2016 Bonds are rated in a rating category not lower than Baa3 or BBB- (or their then-current equivalents), as applicable, then the 2016 Bonds shall be transferable in denominations of $5,000 and integral multiples thereof. The costs of obtaining and maintaining any rating on the 2016 Bonds shall be payable from the Administrative Expense Fund, and the City shall not be responsible for the costs of applying for or maintaining such rating, except to the extent moneys in the Administrative Expense Fund are available for such purpose. Promptly upon meeting the requirements for a reduction in the Authorized Denomination as set forth above, the City will provide written notice thereof to the Trustee. Additional Bonds The Indenture provides that the City may issue from time to time Additional Bonds under and secured by the Indenture solely for the purpose of refunding or advance refunding any Outstanding Bonds. All Additional Bonds issued within the limitations and provisions of the Indenture shall be on parity with, and shall be entitled to the same benefit and security of the Indenture, as the 2016 Bonds. Any Supplemental Indenture authorizing the issuance of Additional Bonds may provide that such Additional Bonds (i) will be secured by the Reserve Fund 7

14 maintained for the 2016 Bonds, (ii) will not be secured by a Reserve Fund, or (iii) will be secured by a separate Reserve Fund. Prior to the issuance of Additional Bonds, either: (i) the Trustee shall be provided evidence satisfactory to the Trustee that after giving effect to such refunding or advance refunding, the Annual Debt Service during each Bond Year will not be increased, or (ii) the holders of a majority of the aggregate principal amount of the outstanding Bonds (not including such Additional Bonds) shall have consented to the issuance of such Additional Bonds. See APPENDIX B - Certain Defined Terms and Summary of Certain Provisions of the Indenture Authorization of Additional Bonds; Conditions Precedent to Delivery of Additional Bonds. Book-Entry System The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the 2016 Bonds. The 2016 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2016 Bonds certificate will be issued for each separately stated maturity of the 2016 Bonds in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized bookentry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of 2016 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2016 Bonds on DTC s records. The ownership interest of each actual purchaser of each 2016 Bond (the Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2016 Bonds are to be accomplished by entries made on the books of Direct or Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in 2016 Bonds, except in the event that use of the book-entry system for the 2016 Bonds is discontinued. To facilitate subsequent transfers, all 2016 Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2016 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2016 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such 2016 Bonds are credited, which may or may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 8

15 The Trustee will make payments of principal of and interest on the 2016 Bonds to Cede & Co., or such other DTC nominee as may be requested by an authorized representative of DTC. DTC s current practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detailed information from the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participants and not of DTC, the City or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursements of such payments to the Beneficial Owners entitled thereto is the responsibility of Direct and Indirect Participants. DTC, the Trustee and the City are not responsible for and make no representations concerning the manner of, or any charges that may be associated with, payments by Direct Participants or Indirect Participants to Beneficial Owners. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of a maturity of the 2016 Bonds is being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. DTC, Cede & Co. or such other DTC nominee will not consent or vote with respect to the 2016 Bonds, unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an omnibus proxy to the City as soon as possible after the record date for any consent or vote. The omnibus proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the 2016 Bonds are credited on the record date (identified in a listing attached to the omnibus proxy). Neither the City nor the Trustee will have any responsibility or obligation to the Direct Participants or the Beneficial Owners with respect to (A) the accuracy of any records maintained by DTC or any Participant; (B) the payment by any Participant of any amount due to any Beneficial Owner in respect of the principal of and interest on the 2016 Bonds; (C) the delivery or timeliness of delivery by any Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to Bondholders; or (D) any other action taken by DTC, or its nominee, Cede & Co., as Bondholder, including the effectiveness of any action taken pursuant to an omnibus proxy. The City and the Trustee cannot give any assurances that DTC will distribute payments of principal of and interest on the 2016 Bonds paid to DTC or its nominee, as the registered owner, or any redemption or other notices, to the Direct Participants or that they will do so on a timely basis, that Direct Participants or Indirect Participants will distribute to Beneficial Owners any payments or notices received by them or do so on a timely basis, or that DTC will serve and act in the manner described in this Limited Offering Memorandum. So long as Cede & Co. is the registered owner of the 2016 Bonds, as nominee of DTC, references in this Limited Offering Memorandum to the owners of the 2016 Bonds (except under TAX MATTERS ) shall mean Cede & Co. and shall not mean the Beneficial Owners and Cede & Co. will be treated as the only Bondholder of 2016 Bonds for all purposes under the Indenture. The City may enter into amendments to any agreement with DTC or successor agreements with a successor securities depository, relating to the book-entry system to be maintained with respect to 2016 Bonds without the consent of Beneficial Owners or Bondholders. DTC may discontinue providing its services as a depository with respect to the 2016 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained bond certificates will be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. 9

16 The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the City believes to be reliable, but none of the City, the Underwriter or the Trustee takes any responsibility for the completeness or accuracy thereof. Estimated Sources and Uses of Funds The table below sets forth the estimated sources and uses of funds with respect to the 2016 Bonds. Sources of Funds 2016 Bond Proceeds (1) $17,559, Release of Moneys Held for the 2004 Bonds (2) 1,762, Total Sources $19,322, Uses of Funds Redemption of 2004 Bonds $17,130, Reserve Fund for the 2016 Bonds 1,755, Costs of Issuance (3) 434, Rounding 2, Total Uses $19,322, (1) Assumes net original issue premium of $4, (2) Includes moneys on deposit in the reserve fund and debt service fund for the 2004 Bonds and previously collected Special Taxes. (3) Includes the Underwriter s discount. [Remainder of this page left intentionally blank.] Preliminary; subject to change. 10

17 NET ANNUAL DEBT SERVICE The following table presents the estimated net annual debt service schedule for the 2016 Bonds based on the maturity dates and interest rates set forth on the inside cover page of this Limited Offering Memorandum, assuming no redemptions other than mandatory sinking fund redemptions are made. Bond Year Ending (July 1) Principal Interest Total Debt Service City Expenses (1) Net Annual Debt Service (2) 2017 $590,000 $360, $950, $29, $908, , , ,116, , ,146, , , ,139, , ,170, , , ,166, , ,197, , , ,191, , ,223, , , ,124, , ,247, , , ,241, , ,275, , , ,267, , ,301, , , ,295, , ,330, , , ,327, , ,362, , , ,352, , ,388, , , ,384, , ,421, ,045, , ,410, , ,448, ,120, , ,443, , ,481, ,195, , ,474, , ,512, ,275, , ,506, , ,545, ,355, , ,535, , ,575, ,150, , ,276, , ,317, Total $17,555,000 $7,740, $25,295, $631, $25,926, (1) City Expenses are estimated and based on an assumed two percent annual increase. Estimated City Expenses do not assume the obtaining or maintenance of any ratings on the 2016 Bonds. (2) The net annual debt service schedule assumes that there will not be any interest earnings on funds held in the Reserve Fund. To the extent there are interest earnings, they will be transferred to the Debt Service Fund and used to pay a portion of the debt service on the 2016 Bonds. Preliminary; subject to change. 11

18 SECURITY FOR THE 2016 BONDS General The 2016 Bonds and the interest thereon are secured and payable solely from the proceeds of the Special Taxes levied on the property within the Special Taxing District, including any Revenues recovered by the City from the proceeds of the sale or redemption of any property in the Special Taxing District subject to sale by the City for nonpayment of property taxes, from proceeds of the 2016 Bonds held in certain funds pursuant to the Indenture, and from other amounts held in certain funds pursuant to the Indenture. Debt service is expected to be funded from Special Taxes levied and collected by the City and from earnings on the Reserve Fund, if any. No appropriation of funds to pay debt service on the 2016 Bonds is required. The 2016 Bonds do not contain a provision allowing for the acceleration of the 2016 Bonds in the event of a payment default or other default under the terms of the 2016 Bonds or the Indenture. The ultimate source of recovery in the event of a default in the payment of the Special Taxes is the tax sale provisions described below. See SECURITY FOR THE 2016 BONDS Special Tax Collection Procedures. THE 2016 BONDS SHALL NOT BE AN INDEBTEDNESS OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, AD VALOREM TAXES OR SPECIAL TAXES OF THE CITY OTHER THAN THE SPECIAL TAXES CONTEMPLATED BY THE 2016 BOND RESOLUTION AND THE RATE AND METHOD, AS MORE FULLY DESCRIBED HEREIN. THE 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION DEBT OF THE CITY OR A PLEDGE OF THE CITY S FULL FAITH AND CREDIT OR UNLIMITED TAXING POWER. THE ONLY FUNDS THE CITY WILL BE OBLIGATED TO USE TO MAKE PAYMENT ON THE 2016 BONDS WILL BE THOSE THAT RESULT FROM THE SPECIAL TAXES LEVIED ON AND COLLECTED FROM PROPERTY LOCATED IN THE SPECIAL TAXING DISTRICT. THE 2016 BONDS ARE PAYABLE SOLELY FROM CERTAIN AMOUNTS DEPOSITED IN THE DEBT SERVICE FUND, THE SPECIAL TAX REVENUES FUND AND THE RESERVE FUND, AS MORE FULLY DESCRIBED HEREIN. THE PURCHASE OF THE 2016 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF RISK, INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST. SEE RISK FACTORS HEREIN FOR A DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE 2016 BONDS. Levy Procedures The City is required under the Special Taxing District Act to cause the levy of the Special Taxes in an amount determined according to the Rate and Method, as appended to the 2004 Bond Resolution. The City will enter into a new contract with the Administrator to assist the City in carrying out such responsibilities. The Administrator has provided such services since the issuance of the 2004 Bonds. See SECURITY FOR THE 2016 BONDS Special Tax Revenues below. The Rate and Method apportions the total amount of Special Taxes to be collected among the taxable parcels in the Special Taxing District as more particularly described herein. See THE SPECIAL TAXING DISTRICT AND SPECIAL TAX REVENUES Rate and Method of Apportionment of Special Taxes, APPENDIX A Rate and Method of Apportionment of Special Taxes and APPENDIX F Special Tax Projections Report. The 2016 Bonds are secured by the Special Tax Revenues. The Special Taxes will be levied to pay administrative costs, debt service on the 2016 Bonds and maintain certain funds under the Indenture. See SECURITY FOR THE 2016 BONDS Special Tax Revenues. 12

19 Special Tax Revenues The levy of the Special Taxes was authorized pursuant to the 2004 Bond Resolution that provided for the levy of special taxes on all real and personal property in the Special Taxing District, unless exempted by law or the provisions thereof. Such authorization was confirmed by the 2016 Bond Resolution. Prior to the initial delivery of the 2004 Bonds, the City recorded or caused to be recorded a Notice of Special Taxes among the land records of Prince George s County, Maryland. The 2016 Bonds are secured by a pledge of the Special Tax Revenues. Special Tax Revenues include the net proceeds of the Special Taxes received by the City, including any scheduled payments thereof, interest thereon and net proceeds of the redemption or sale of property in the Special Taxing District sold as a result of foreclosure of the lien of the Special Taxes up to the amount of said lien and interest thereon, including any penalties collected in connection with delinquent Special Taxes, but excluding any expenses of sale or any other administrative expenses collected by the City in connection with such delinquent taxes. See APPENDIX A Rate and Method of Apportionment of Special Taxes. Special Taxes are expected to be levied through the Fiscal Year ending June 30, See APPENDIX F Special Tax Projections Report. The Rate and Method provides that the Special Taxes levied against properties in the Special Taxing District may be increased as a result of a default in the payment of Special Taxes levied on other properties in the Special Taxing District in an amount equal to estimated delinquencies and to replenish the Reserve Fund as a result of defaults in the payment of Special Taxes in previous Fiscal Years. The Rate and Method does not specify a maximum amount to be assessed with respect to any parcel of property located within the Special Taxing District. As such, to the extent any property owner fails to pay its Special Taxes, other property owners will be obligated to pay an increased Special Tax to cover such shortfalls in subsequent years. See APPENDIX A Rate and Method of Apportionment of Special Taxes. Special Fund The City shall promptly deposit all Special Taxes as they are collected and received to the credit of the Special Fund held by the City. Amounts held in the Special Fund are pledged as security for the Bonds. As soon as practicable following receipt thereof, the City shall transfer to the Trustee for deposit to the Special Tax Revenues Fund all Revenues received by the City, exclusive of Special Tax Prepayments, which Special Tax Prepayments shall be transferred by the City to the Trustee for deposit to the Special Tax Prepayments Account of the Debt Service Fund. Special Tax Revenues Fund The Special Tax Revenues Fund is held in trust by the Trustee for the benefit of the holders of the Bonds and will be subject to a lien in favor of the holders of the Bonds. The Trustee will deposit Revenues received from the City as described above under Special Fund into the Special Tax Revenues Fund (exclusive of Special Tax Prepayments which shall be deposited into the Special Tax Prepayments Account of the Debt Service Fund). At least two Business Days prior to each January 1 and July 1 the Trustee shall transfer the following amounts from the Special Tax Revenues Fund for the following purposes in the following order of priority: (i) to the Administrative Expense Fund, taking into account any amounts then on deposit in the Administrative Expense Fund, such amount as shall be estimated by the City to be necessary to pay City Expenses due during the next ensuing 12 months plus any City Expenses then due and payable (as reflected in a certificate of the Authorized Officer delivered to the Trustee), (ii) to the Debt Service Fund, the amount necessary, taking into account any amounts then on deposit in the Debt Service Fund and the Special Tax Prepayments Account, as applicable, and any excess in the Reserve Fund available for transfer to the Debt Service Fund in accordance with the provisions of the Indenture, to make the amount in the Debt Service Fund equal the principal, premium, if any, and interest due on the Bonds on the immediately succeeding Interest Payment Date, and (iii) to the Reserve Fund, the amount necessary, taking into account amounts then on deposit in the Reserve Fund after giving effect to any amount required to be transferred from the Reserve Fund to the Debt Service Fund, to make the amount in the Reserve Fund equal the Reserve Requirement. 13

20 On January 2 of each year, after the Trustee has made the transfers required by clauses (i) through (iii) above, any balance on deposit in the Special Tax Revenues Fund shall be applied in the following order of priority: first, to transfer to the Debt Service Fund an amount not in excess of the amount needed to cause the amount on deposit in the Debt Service Fund to equal the principal and interest due on the Bonds to and including the immediately succeeding July 1, and second, retained in the Special Tax Revenues Fund. Amounts retained in the Special Tax Revenues Fund after providing for the foregoing transfers may be applied to the costs of obtaining or maintaining a rating on (i) the Series 2016 Bonds and (ii) to the extent provided for in any Supplemental Indenture with respect to any other Series of Additional Bonds, such series of Additional Bonds. Reserve Fund The Indenture provides that the Reserve Fund must be maintained in an amount equal to the 2016 Reserve Requirement with respect to the 2016 Bonds. The Indenture provides that the 2016 Reserve Requirement is an amount equal to the least of (A) 10% of the original principal amount of the 2016 Bonds less the principal amount of any 2016 Bonds redeemed for any reason other than by scheduled mandatory sinking fund redemption, (B) 125% of the average Annual Debt Service on the 2016 Bonds then Outstanding, (C) the Maximum Annual Debt Service on the 2016 Bonds then Outstanding or (D) the Initial Reserve Requirement (as defined below). Annual Debt Service means, for each Bond Year, the sum of (i) the interest due on the Outstanding 2016 Bonds in such Bond Year, and (ii) the principal amount of and the Sinking Fund Installments for the Outstanding 2016 Bonds due in such Bond Year. See APPENDIX B Certain Defined Terms and Summary of Certain Provisions of the Indenture Funds and Accounts Reserve Fund. Initially, the Reserve Requirement is expected to equal $1,755, * (the Initial Reserve Requirement ), which is expected to equal 10% of the original principal amount of the 2016 Bonds. The Reserve Fund shall be initially funded from proceeds attributable to the 2016 Bonds. The City shall have the option to replace the funds in the Reserve Fund with a Reserve Fund Credit Facility (as defined below) to be held by the Trustee to the credit of the Reserve Fund. Moneys in the Reserve Fund shall be used solely for the purpose of (i) making transfers to the Debt Service Fund to pay the principal of, the Sinking Fund Installments for, and interest and any premium on, the Outstanding Bonds secured thereby when due, in the event that moneys in the Debt Service Fund are insufficient therefor, (ii) making transfers to the Rebate Fund to make any required rebate payments to the federal government in accordance with the provisions of the Indenture, (iii) paying the principal or interest due on the Bonds at the final maturity of such Bonds, or (v) if the amount then on deposit in the Reserve Fund is at least equal to the Reserve Requirement, for transfer in accordance with the provisions of the Indenture described below. The Reserve Fund will be replenished from amounts on deposit in the Special Tax Revenues Fund. However, no assurances can be given that such amounts will be sufficient to satisfy any deficiency. The Indenture provides that on any Interest Payment Date, or on any date at the request of the City, moneys in the Reserve Fund in excess of the Reserve Requirement shall be transferred by the Trustee from the Reserve Fund to the Debt Service Fund to pay interest on the Bonds on the next Interest Payment Date and/or to the Administrative Expense Fund (in an amount not in excess of the City Expenses due for the next Fiscal Year, plus any City Expenses then due and payable, all as reflected in a certificate of the Authorized Officer delivered to the Trustee), as shall be directed by an Authorized Officer. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds secured thereby, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Trustee shall transfer the amount in the Reserve Fund to the Debt Service Fund. In the event that the amount so transferred from the Reserve Fund to the Debt Service Fund exceeds the amount required to pay and redeem such Bonds, the balance in the Reserve Fund shall be transferred to the City to be used for any lawful purpose of the City. * Preliminary, subject to change. 14

21 In determining the value of the assets of the Reserve Fund, there shall be credited to the Reserve Fund the amount that can be realized by the Trustee under any letter of credit, insurance policy, guaranty, surety bond or other similar facility (a Reserve Fund Credit Facility ) delivered to the Trustee by the City if each of the following conditions is met: (i) on the date of delivery of such Reserve Fund Credit Facility to the Trustee and throughout the period during which such Reserve Fund Credit Facility is credited to the Reserve Fund, the unsecured indebtedness or claims-paying ability of the issuer thereof is rated in one of the three highest rating categories of at least one Rating Agency; (ii) such Reserve Fund Credit Facility requires that the issuer thereof provide written notice to the Trustee of any downgrade in any rating of such issuer if the result of such downgrade would cause such rating to fall below the requirements set forth in clause (i) above and, as of the date of valuation the Trustee has not received such notice, (iii) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder at such time as the Trustee is required to transfer any amount (other than any excess) from the Reserve Fund in accordance with the Indenture; (iv) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder (A) prior to the expiration thereof, if no replacement Reserve Fund Credit Facility is delivered to the Trustee prior to such expiration date, unless the expiration date of such Reserve Fund Credit Facility is after the maturity date of the Bonds secured thereby and (B) upon any downgrade in any rating of the issuer thereof if such downgrade would cause such rating to fall below the requirements set forth in clause (i) above; and (v) on the date of delivery of such Reserve Fund Credit Facility to the Trustee, there has been delivered to the City and the Trustee a Favorable Opinion of Bond Counsel. Permitted Investments Certain funds and accounts established under the Indenture are held by the Trustee. Moneys in the funds and accounts held by the Trustee under the Indenture shall be invested in Permitted Investments, which shall be deemed at all times to be a part of such funds and accounts. See APPENDIX B Certain Defined Terms and Summary of Certain Provisions of the Indenture for descriptions of the Permitted Investments. Any income realized or loss resulting from Permitted Investments shall be credited or charged to the fund or account from which such investment was made, except that in the event that the Reserve Fund is funded with cash or securities in an amount at least equal to the Reserve Requirement, investment earnings on the Reserve Fund shall be applied as described above under SECURITY FOR THE 2016 BONDS Reserve Fund. Moneys in any fund or account established under the Indenture and held by the City shall be invested in any lawful investment for funds of the City. Special Tax Collection Procedures The Special Taxes will be levied and collected from owners of parcels within the Special Taxing District at the same time as real property taxes within the Special Taxing District. Taxes on real property (including Special Taxes) under the Hyattsville Charter and Code are due and payable without interest as of the first day of July in each taxable year. The taxes are overdue and in arrears on the first day of the succeeding October (with the exception of owner-occupied residential property where the first and second installments of the taxes are overdue and in arrears on the first day of October and January, respectively). Interest and penalty accrues from October 1 in such amounts as prescribed by City Council resolution or ordinance, not contrary to State law. Under State law, all unpaid taxes on real property (including Special Taxes) constitute a lien on the real property. A list of all property on which city taxes have not been paid and are in arrears shall be turned over by the City Treasurer to the official of Prince George s County, Maryland (the County ) responsible for the sale of tax delinquent property as provided by State law. State law requires that the County initiate procedures to sell any property in the City on which the total taxes is in arrears in an amount not less than $100 and no later than two years from the date the tax is in arrears. On the second Monday in May of each year, the County will offer at tax sale all properties with delinquent taxes (including Special Taxes) in accordance with applicable City, County and State laws and adopted procedures. Each property will be sold to the highest bidder at a public auction at a sum not less than the certified total taxes due for payment, together with interest, penalties and the expenses incurred in connection with the sale. The lien for the taxes, interest, penalties and expenses, upon conclusion of the sale, passes to the purchaser of the property. Upon payment by the purchaser of all outstanding taxes and interest and penalties thereon, expenses incurred in making the sale, and the high bid premium, if any, the County will issue to the purchaser a certificate of sale evidencing the sale of the property. The County may not execute or deliver a deed to a person who holds a certificate of sale until the 15

22 Court enters a judgment directing the City to execute and deliver such a deed in a proceeding that has been brought to foreclose all rights of redemption of the prior owner. In the event of redemption of a property in the Special Taxing District, the City has covenanted in the Indenture to deposit the delinquent Special Taxes, including penalties and interest thereon (but excluding expenses of sale or other administrative expenses), collected by the County into the Special Fund. The City anticipates that the County will invoice for, direct the payments of, and collect the Special Taxes levied by the City on property owners in the Special Taxing District. Additionally, the invoice of the City s Special Taxes will be included with the invoice of County and City ad valorem property taxes. For any property that has been offered for sale for nonpayment of taxes that has not been purchased by a private purchaser, the County will buy in and hold the property. When the County buys in and retains property which is not sold at tax sale, neither the City nor the County is required to pay the delinquent taxes, including any delinquent Special Taxes. The County retains the same rights and remedies with regard to the property as other purchasers, including the right to foreclose the right of redemption. The City has covenanted in the Indenture to comply with all requirements of the Special Taxing District Act so as to assure timely collection of the Special Taxes and to enforce or cause the County to enforce the payment of delinquent Special Taxes. The following is a general summary of the assessment and taxation timeline for the County. Process Notice of assessed value mailed to property owners Late December Date Valuation date (Date of Finality) for real property January 1 Special Tax Report and Tax Roll sent to City. City Council approves Operating Budget/Including Special Tax Roll Special Tax Roll provided to County for incorporation into tax bill May (2nd week) May (2nd or 3rd week) June Office of Finance mails tax bills July 1 Property taxes due/including Special Taxes July 1 September 30 Deadline to pay all real property taxes and first installment of owner-occupied residential property taxes. Deadline to pay final installment of taxes on owneroccupied residential property without interest September 30 December 31 Bond Interest Payment Date January 1 Tax Sale Advertising Period Delinquent properties become subject to tax sale Tax sale Mid-April to 1st Week of May Friday before the 2 nd Monday of May Second Monday of May Bond Interest and Principal Payment Date July 1 16

23 Property Owners Not Liable for 2016 Bonds Neither the owners of property in the Special Taxing District nor any affiliate, partner, officer, director, agent or representative of such owners has pledged its credit or assets or has provided any guarantee, surety or undertaking of any kind, moral or otherwise, to pay the principal of and interest on the 2016 Bonds, although the foregoing does not limit or release any obligation of any owner of property in the Special Taxing District to pay any Special Taxes applicable to property in the Special Taxing District owned by such person. THE DEVELOPMENT The information appearing below under this heading has been furnished by the respective legal owners identified below for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by the City, the Underwriter, or their counsel and none of the City, the Underwriter or their counsel makes any representation or warranty as to the accuracy or completeness of such information. Overview The property comprising the Special Taxing District (the Development ) is located within and comprises nearly all of the University Town Center (the Center ). The Development is generally located within the rectangle formed by East-West Highway (Route 410) on the south, Democracy Avenue on the east, Belcrest Road on the west and Toledo Road on the north, in Hyattsville, Maryland, within Prince George s County, Maryland. (See the map and aerial photographs on pages (i) and (ii) of this Limited Offering Memorandum.) The Development consists of approximately 23.4 acres of land, including approximately 1,345,000 square feet of rentable office space, 207,000 square feet of rentable retail space, 134 residential condominium units, 244 residential rental units oriented towards graduate students and two parking garages containing a total of approximately 1,450 parking spaces. Also serving the Development is an additional 1,455-space parking garage located within the Center but outside the boundaries of the Development. The Center is located directly across Belcrest Road from The Mall at Prince Georges, a shopping mall owned by the Pennsylvania Real Estate Investment Trust and anchored by Target Corporation, Macy s, JCPenney, TJ Maxx and Old Navy. Diagonally across East-West Highway from the Center is a subway station on the Green Line of the Washington Metro, providing direct service to downtown Washington, D.C. The following table sets forth (i) the buildings within the Development, together with the (ii) current legal owners, (iii) approximate total rentable square footage or number of units, as applicable, contained in each such building, (iv) approximate total building square footage of each such building, (v) the estimated applicable percentage of the total Special Taxes for the Special Taxing District for each such building for the tax year beginning July 1, 2017 and (vi) the type of use of the respective building. Additional information with respect to the buildings identified in the following table is set forth in their respective sub-headings below. Percentages shown as subtotals in this THE DEVELOPMENT may not sum as indicated due to rounding. 17

24 Building Legal Owner Description of Space within the Development Total Building Square Footage (1) Total Rentable Square Footage, Number of Units or Spaces (2) Estimated Percentage of Total Special Taxes Due for Tax Year Beginning 7/1/2017 Type of Use Metro I New Town Metro 1, LLC 313, , % Office Metro II Prince George Cntr II LP 429, , % Office Metro III 6525 Belcrest Road LLC 488, , % Office Metro IV Hyattsville Office 2015 LLC 188, , % Office Metro V BE UTC GSA Theater LLC 54,984 54, % Office Subtotal Office 1,474,707 1,345, % Office Various (3) BE UTC GSA Theater LLC 127, , % Retail Safeway Building Echo UTC LLC 83,140 83, % Retail One Independence Plaza Subtotal Retail 211, , % Retail 109 Homeowners N.A % Residential Lofts Homeowners N.A % Residential Student Housing MLCFC Belcrest Road, LLC N.A % Residential Subtotal Residential % Residential Various BE UTC GSA Theater LLC N.A % Parking Student Housing MLCFC Belcrest Road, LLC N.A % Parking Safeway Building Echo UTC LLC N.A % Parking One Independence Plaza Lofts 22 One Independence Plaza Condominium Association, N.A % (5) Parking Inc. (4) Plaza Lofts 22 Condominium Council, Inc. (6) N.A % (5) Parking Subtotal Parking 1, % Parking Total 100.0% (1) The total building square footage figures included in the above table are based on data contained in the records of the Maryland State Department of Assessments and Taxation ( SDAT ) as of August 15, Where a tax parcel has multiple uses and no breakdown by use is provided, the allocation is based upon information provided by the respective property owner. The Rate and Method provides that building square footage shall be the basis for calculating the share of Special Taxes payable by owners of office and retail property. (2) Rentable square footage figures provided by the respective property owners. (3) Retail components owned by BE UTC GSA Theater LLC are located in the buildings referred to under this heading as Metro I, Metro II, Metro V, One Independence Plaza and Lofts 22. See below for additional discussion of such foregoing buildings and the retail space owned by BE UTC GSA Theater LLC. (4) Property owner s association with respect to One Independence Plaza. (5) Exempt from Special Taxes under the Rate and Method as Owner Association Property (as defined in the Rate and Method). (6) Property owner s association with respect to Lofts 22. In addition to the components of the Development described above, the Development also contains approximately 2.42 acres of undeveloped land (the Undeveloped Land ) at the intersection of East-West Highway and America Boulevard, which Undeveloped Land is legally owned by BE UTC Parcel N LLC. 18

25 Over the period extending from 2011 through August 1, 2016, the original developer of the Development and its affiliates lost ownership of all components of the Development (except Metro II) through mortgage foreclosures, with new ownership of such components in place as described herein. As described under THE DEVELOPMENT Metro II below, the office space portion of Metro II is under a receivership as of August 1, 2016, and foreclosure proceedings have been commenced with respect to such office space. Prior to, during and subsequent to the ownership changes discussed in this paragraph, all payments of Special Taxes were made in a sufficiently timely manner such that no draws on the Reserve Fund were made and all payments of debt service on the 2004 Bonds were made in a timely manner. Metro I The building commonly known as Metro I ( Metro I ) is the eight-story building located at 6505 Belcrest Road, which was built in The office portion of Metro I contains approximately 313,278 total building square feet, including approximately 297,516 square feet of rentable office space. The legal owner of the office space portion of Metro I is New Town Metro 1, LLC, an affiliate of The Bernstein Companies of Washington, D.C. The General Services Administration ( GSA ) has committed to lease approximately 108,088 rentable square feet (36.3% of the total rentable square footage) on behalf of the Financial Management Service ( FMS ) of the U.S. Treasury Department in Metro I for a lease term of 10 years (with a 5-year early termination option) commencing upon completion of improvements to the leased space and occupancy thereof by FMS (which is currently anticipated to occur in early 2017) after FMS relocates from its present space in Metro II (identified below). Set forth below are the principal office tenants of Metro I, together with the approximate rentable square footage leased, the approximate percentage of the total rentable square footage leased and the expiration date of the present leases (all as of August 1, 2016): Principal Office Tenants of Metro I Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: FMS (1) 108, % Early 2027 (2) Prince George s Community College ( PGCC ) 75, % June 2021 Washington Metropolitan Area Transit Authority ( WMATA ) 45, % August 2019 State of Maryland Social Services ( MD ) 23, % October 2019 Other 15, % Various Vacant 29, % (3) Total: 297, % (1) The lease commences upon completion of improvements to the leased space and occupancy thereof by FMS (which is currently anticipated to occur in early 2017). (2) Estimated, subject to (i) date of lease commencement (see preceding footnote (1)) and (ii) GSA's/FMS's exercise of its 5-year early termination option. (3) The vacancy rate prior to occupancy by FMS is 46.1%. Metro II The building commonly known as Metro II ( Metro II ) is the ten-story building located at 3700 East-West Highway, which was built in The office portion of Metro II contains approximately 429,924 total building square feet, including approximately 393,000 square feet of rentable space, along with additional retail space under separate ownership. The present legal owner of the office space portion of Metro II is Prince George Cntr II LP. The office space portion of Metro II is currently under a receivership administered by Gray & Associates, LLC, as 19

26 receiver. Metro Center II Holdings LLC, as a secured lender with respect to such office space, has initiated foreclosure proceedings on such office space, will purchase such office space pursuant to such foreclosure proceedings and then seek a purchaser for such office space. Set forth below are the principal office tenants of Metro II, together with the approximate rentable square footage occupied, the approximate percentage of the total rentable square footage occupied and the expiration date of the present leases (all as of August 1, 2016): Principal Office Tenants of Metro II Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: FMS (1) 295, % September 2017 Centers for Disease Control and Prevention ( CDC ) (2) 64, % Month-to-Month Vacant 34, % Total: 393, % (1) As described above with respect to Metro I, FMS has committed to lease space in Metro I. (2) It is expected that in the fourth calendar quarter of 2016, the CDC will vacate its present space in Metro II and relocate to space in Metro IV as described under Metro IV below. Metro III The building commonly known as Metro III ( Metro III ) is the eleven-story building located at 6525 Belcrest Road, which was built in It contains approximately 488,502 total building square feet, including approximately 421,933 square feet of rentable office space. The legal owner of Metro III is 6525 Belcrest Road LLC. The top four floors of Metro III are vacant and gutted. Set forth below are the principal tenants of Metro III, together with the approximate rentable square footage occupied, the approximate percentage of the total rentable square footage occupied and the expiration date of the present leases (all as of August 1, 2016): Principal Tenants of Metro III Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: Kaiser 35, % October 2017 MedStar 51, % January 2020 (1) Various Federal Agencies 34, % December 2017 Other 81, % Various Vacant 219, % Total: 421, % (2) (1) The leases on 32,766 square feet of space currently leased by MedStar expire in January (2) Percentages do not sum to 100.0% due to rounding. Metro IV The building commonly known as Metro IV ( Metro IV ) is the seven-story building located at 3311 Toledo Road, which was built in Metro IV contains approximately 188,019 total building square feet, including approximately 178,450 square feet of rentable office space. The legal owner of Metro IV is Hyattsville 20

27 Office 2015 LLC, an affiliate of Cohen Equities of New York, New York. GSA has signed a 15-year lease expected to commence in the fourth calendar quarter of 2016 for approximately 104,000 square feet on behalf of CDC, which will be relocating from its present space in Metro II. Set forth below are the principal tenants of Metro IV, together with the approximate rentable square footage leased, the approximate percentage of the total rentable square footage leased and the expiration date of the present leases (all as of August 1, 2016): Principal Tenants of Metro IV Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: CDC (1) 104, % Fourth quarter 2031 Vacant (1) 74, % Total: 178, % (1) CDC is currently leasing the entirety of Metro IV (which it previously occupied) while the owner completes renovations and it is temporarily occupying a portion of Metro II. CDC is expected to move back into 104,000 square feet of Metro IV in the fourth calendar quarter of 2016, leaving 41.7% of Metro IV vacant at such time. Metro V The office space commonly known as Metro V ( Metro V ) consists of the top three floors of the fourstory building located at 6511 America Boulevard, which was built in Metro V contains approximately 54,984 total building square feet, including approximately 54,497 square feet of rentable office space. The legal owner of Metro V is BE UTC GSA Theater LLC, an affiliate of BE UTC LLC of Rockville, Maryland. As of August 1, 2016, 100% of the total rentable square footage had been leased to GSA on behalf of the Federal Emergency Management Agency ( FEMA ) pursuant to a lease expiring on March 31, Set forth below is the principal tenant of Metro V, together with the approximate rentable square footage occupied, the approximate percentage of the total rentable square footage occupied and the expiration date of the present lease (all as of August 1, 2016): Principal Tenant of Metro V Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: FEMA 54, % March 2018 Vacant % Total: 54, % UTC Retail The retail components of the Development legally owned by BE UTC GSA Theater LLC, an affiliate of BE UTC LLC of Rockville, Maryland (such components being collectively referred to herein as the UTC Retail ), are located at 6450 America Boulevard (on the ground floor of Metro I), 6451 America Boulevard (on the ground floor of Metro II), 6504 America Boulevard (on the ground floor of One Independence Plaza, as defined below), 6500 America Boulevard (on the ground floor of Lofts 22, as defined below) and America Boulevard (on the ground floor of Metro V). In the aggregate, BE UTC GSA Theater LLC owns approximately 127,997 total building square feet of retail space in the Development, of which approximately 123,510 square feet is rentable retail space. Set forth below are the principal tenants of UTC Retail, together with the approximate rentable square footage 21

28 occupied, the approximate percentage of the total rentable square footage occupied and the expiration date of the two largest present leases (all as of August 1, 2016): Principal Tenants of UTC Retail Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: Regal Cinemas 67, % May 2027 Prince George s County Memorial Library System 9, % April 2018 Other (small shops and restaurants) 35, % Various Vacant 11, % Total: 123, % Safeway Building The retail component of the Development commonly known as the Safeway building (the Safeway Building ) is the two-story building located at 3702 East-West Highway and at 6401 America Boulevard, which was built in The Safeway Building contains approximately 83,140 square feet of rentable retail space, plus additional garage space. The legal owner of the Safeway Building is Echo UTC LLC, an affiliate of ECHO Realty, LP of Pittsburgh, Pennsylvania and The Bernstein Companies of Washington, D.C. In connection with its ownership of the Safeway Building, Echo UTC LLC will receive approximately $2.1 million in tax reimbursements from the County over a period of 10 years based upon 60% of incremental County real estate taxes paid and an estimated $400,000 in reimbursements from the City for City taxes paid over a period of up to 6 years. Set forth below are the principal tenants of the Safeway Building, together with the approximate rentable square footage occupied, the approximate percentage of the total rentable square footage occupied and the expiration date of the present leases (all as of August 1, 2016): Principal Tenants of Safeway Building Tenant: Rentable Square Footage (approximate): Percentage of Total Rentable Square Footage: Expiration Date of Current Lease: Safeway 54, % April 2036 (1) Unleashed by Petco 4, % January 2027 MedStar 10, % October 2026 Other (salon, restaurant and liquor store) 11, % Various Vacant 2, % Total: 83, % (2) (1) Safeway has an option to extend the lease for another 40 years after its current lease expires in (2) Percentages do not sum to 100.0% due to rounding. 22

29 One Independence Plaza The building commonly known as One Independence Plaza ( One Independence Plaza ) is a seven-story building built in 2008 located at 6506 America Boulevard. One Independence Plaza includes 112 residential condominium units on five floors and 112 parking spaces, along with additional retail space under separate ownership. All of the residential units have been sold to individual owners. Records of SDAT show that as of August 1, 2016 the residential portion of One Independence Plaza had 109 separate owners, including three who own two units apiece and 80 who qualify as owner-occupants. Lofts 22 The building commonly known as Lofts 22 ( Lofts 22 ) is the five-story building located at 6500 America Boulevard, which was built in Lofts 22 includes 22 two-story residential condominium units and 26 parking spaces, along with additional retail space on the ground floor under separate ownership. All of such units have been sold to individual owners. Records of SDAT show that as of August 1, 2016 the residential portion of Lofts 22 had 22 separate owners of which 16 qualify as owner-occupants. Student Housing A sixteen-story apartment building for student housing (the Student Housing ) built in 2006 is located at 6515 Belcrest Road. The Student Housing includes 244 residential rental units, which units are generally leased for terms of 12 months. As of August 1, 2016, approximately 90% of such units were under lease, primarily by graduate students of local universities. The legal owner of the Student Housing is MLCFC Belcrest Road, LLC. 23

30 Summary of Occupancy Below is a summary of the occupancy in the Development described above. The occupancy of the office space portion of the Development is displayed based on both (i) leases in effect as of August 1, 2016 and (ii) the movement of (A) FMS from Metro II to Metro I (expected in early 2017) and (B) CDC from Metro II to Metro IV (expected in the fourth calendar quarter of 2016). The occupancy of the other components of the Development is displayed based on occupancy as of August 1, Summary of Office Space Occupancy Type of Tenant Federal Government Current (in Rentable Square Feet) Post-Federal Government Tenant Lease Revisions (in Rentable Square Feet) FMS 295, ,088 CDC 242,450 (1) 104,000 FEMA 54,497 54,497 Other 34,963 34,963 Local Government Subtotal Federal Government 626, ,548 PGCC 75,150 75,150 WMATA 45,800 45,800 Medical Systems MD 23,650 23,650 Subtotal Local Government Total Government 144, , , ,148 MedStar 51,221 51,221 Kaiser 35,202 35,202 Total Medical 86,423 86,423 Systems Other 96,845 96,845 Vacant 390, ,980 Total Office Space 1,345,396 1,345,396 Total Office Space Vacancy 29.0% 53.2% (1) CDC is currently leasing the entirety of Metro IV (which it previously occupied) while the owner completes renovations and it is temporarily occupying a portion of Metro II. 24

31 Type of Tenant Anchor Summary of Retail Space Occupancy Current (in Rentable Square Feet) Regal Cinemas 67,450 Safeway 54,800 Subtotal Anchor 122,250 Other 74,936 Vacant 9,464 Total Retail Space 206,650 Total Retail Space Vacancy 4.6% Summary of Student Housing Occupancy Occupied Units 219 Vacant Units 25 Total Student Housing Units Total Student Housing Vacancy % Summary of Residential Condominium Ownership Sold Units One Independence Plaza 112 Lofts Unsold Units 0 Total Residential Condominium Units 134 Total Unsold Residential Condominium Units Percentage 0.00% Garages A single garage with a total of approximately 1,150 parking spaces is located under One Independence Plaza, Lofts 22 and the Student Housing. The legal owner of approximately 527 of these parking spaces is MLCFC Belcrest Road, LLC. The legal owner of approximately 485 of these parking spaces is BE UTC GSA Theater LLC, an affiliate of BE UTC LLC of Rockville, Maryland. The legal owner of approximately 112 of these parking spaces is One Independence Plaza Condominium Association, Inc., as the property owner s association with respect to One Independence Plaza. The legal owner of approximately 26 of these parking spaces is Plaza Lofts 22 Condominium Council, Inc., as the property owner s association with respect to Lofts

32 The two-story garage located in the Safeway Building consists of approximately 300 parking spaces. The legal owner of this garage is Echo UTC LLC, an affiliate of ECHO Realty, LP of Pittsburgh, Pennsylvania and The Bernstein Companies of Washington, D.C. Undeveloped Land The Undeveloped Land located at the intersection of America Boulevard and East-West Highway consists of approximately 2.42 acres, and is legally owned by BE UTC Parcel N LLC, an affiliate of BE UTC LLC of Rockville, Maryland. Properties under Appeal With respect to the properties located in the Special Taxing District, as of the date hereof, there is one pending appeal of the amount of the Special Taxes for the Undeveloped Land owned by BE UTC Parcel N LLC, which appeal involves the Special Taxes levied for the Tax Years ended June 30, 2016 in the aggregate amount of $9, As provided in the Rate and Method, to the extent the appeal is successful such amounts would be credited against future Special Tax obligations. Delinquent Taxes According to the Administrator, as of July 1, 2016, no delinquent taxes were outstanding with respect to any of the properties located in the Special Taxing District for the Tax Year ending June 30, 2016 or for any prior tax year. Throughout the life of the 2004 Bonds the number of tax delinquencies was never sufficient to cause a draw on the Reserve Fund. Value-to-Bond by Property Owner The below table sets forth (i) an allocation of the original principal amount of the 2016 Bonds to specific property owners (the Pro Rata Bond Share ), (ii) the percentage of the original principal amount of the 2016 Bonds represented by such Pro Rata Bond Share (the Bond Share Percentage ), (iii) the assessed value of the indicated property as determined by SDAT as of January 1, 2016, and (iv) the ratio of such assessed value to the respective Pro Rata Bond Share. See SECURITY FOR THE 2016 BONDS Property Owners Not Liable for 2016 Bonds. Value-to-Bond by Property Owner Owner Property Pro Rata Bond Share (1) Bond Share % * Assessed Value Valueto-Bond 6525 Belcrest Road LLC Metro III $3,633, % $28,702, Prince George Cntr II LP Metro II 3,198, % 45,039, MLCFC Belcrest Road, LLC Student Housing & parking 2,705, % 61,885, New Town Metro 1, LLC Metro I 2,330, % 28,231, BE UTC GSA Theater LLC Metro V, various retail & parking 1,899, % 44,040, Hyattsville Office 2015 LLC Metro IV 1,398, % 25,774, Echo UTC LLC Safeway Building 964, % 21,193, Individual condominium unit owners (2) Lofts 22 & One Independence Plaza 1,424, % 26,597, Total $17,555, % $281,463, (1) The original principal amount of the 2016 Bonds is allocated based on the respective owner s estimated proportionate share of the Special Taxes for the Tax Year commencing July 1, (2) The average Bond Share Percentage for each of the current 131 owners is 0.06%. Preliminary; subject to change. 26

33 The Special Taxing District THE SPECIAL TAXING DISTRICT AND SPECIAL TAX REVENUES As previously stated, the Special Taxing District was formed pursuant to the Special Taxing District Act. The Special Taxing District Act provides a method of financing public infrastructure improvements. Rate and Method of Apportionment of Special Taxes The following description of the Rate and Method is qualified in its entirety by reference to the Rate and Method set forth in APPENDIX A Rate and Method of Apportionment of Special Taxes. Capitalized terms not otherwise defined in this section or in the Indenture (See APPENDIX B Certain Defined Terms and Summary of Certain Provisions of the Indenture ) are as defined in the Rate and Method. Annual Special Tax Requirement. The Special Tax Requirement for any Fiscal Year shall be estimated by the Administrator and determined by the City Council and shall be an amount equal to (A) the amount required in any Fiscal Year to pay: (1) debt service and other periodic costs (including deposits to any sinking funds) on the Bonds to be paid from the Special Taxes collected in such Fiscal Year, (2) Administrative Expenses to be incurred in the Fiscal Year or incurred in any previous Fiscal Year and not paid by the District, (3) any amount required to replenish any reserve fund established in association with any Bonds, (4) an amount equal to the estimated delinquencies expected in payment of the Special Tax not otherwise taken into account, and (5) the costs of remarketing, credit enhancement, bond insurance, and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund related to any indebtedness in lieu of cash), less (B) (1) any credits available pursuant to the Indenture of Trust, such as capitalized interest, reserves, and investment earnings on any account balances, and (2) any other revenues available to apply to the Special Tax Requirement. Special Tax Rates. The Special Tax for each Fiscal Year shall be equal to the Special Tax Requirement for that Fiscal Year. The Special Tax for each Parcel shall be equal to the following formula: Where the terms have the following meaning: A = The Special Tax for a Parcel A = (B C) D B = The Equivalent Use Factors of the Parcel C = The Equivalent Use Factors of all Taxable Property in the District D = The Special Tax Requirement. In the event there are no Parcels in the District within any of the Land Use Classes, each Parcel of Taxable Property shall be subject to Special Taxes based on its Land Area assigning each square foot of Land Area an Equivalent Use Factor of one. Equivalent Use Factors means, as to any Parcel, the number of dwelling units, parking spaces, and building square footage of a Parcel by land use class multiplied by the following factors for each land use class: LAND USE CLASS Office Property Parking Property Residential Property Retail Property 0.70 per 1,000 square feet 0.02 per parking space 1.00 per dwelling unit 1.02 per 1,000 square feet 27

34 The Rate and Method provides that the Special Taxes levied against properties in the Special Taxing District may be increased as a result of a default in the payment of Special Taxes levied on other properties in the Special Taxing District in an amount equal to estimated delinquencies and to replenish the Reserve Fund as a result of defaults in the payment of Special Taxes in previous Fiscal Years. The Rate and Method does not specify a maximum amount to be assessed with respect to any parcel of property located within the Special Taxing District. The special tax rate on personal property will be zero. RISK FACTORS Investment in the 2016 Bonds involves certain risks. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the 2016 Bonds, which are not rated by any Rating Agency. This discussion does not purport to be comprehensive or definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the Special Taxing District to pay their Special Taxes when due. Such failures to pay the Special Taxes could result in the inability to make full and punctual payments of debt service on the 2016 Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the Special Taxing District and thereby reduce the likelihood that the Special Taxes will be paid. Limited Obligations The 2016 Bonds are payable solely from the Revenues and certain other funds on deposit with the Trustee or which may be deposited with the Trustee in the future, including earnings and investments on such funds on deposit with the Trustee. THE 2016 BONDS SHALL NOT BE AN INDEBTEDNESS OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, AD VALOREM TAXES OR SPECIAL TAXES OF THE CITY OTHER THAN THE SPECIAL TAXES CONTEMPLATED BY THE 2016 BOND RESOLUTION AND THE RATE AND METHOD, AS MORE FULLY DESCRIBED HEREIN. THE 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION DEBT OF THE CITY OR A PLEDGE OF THE CITY S FULL FAITH AND CREDIT OR UNLIMITED TAXING POWER. THE ONLY FUNDS THE CITY WILL BE OBLIGATED TO USE TO MAKE PAYMENT ON THE 2016 BONDS WILL BE THOSE THAT RESULT FROM THE SPECIAL TAXES LEVIED ON AND COLLECTED FROM PROPERTY LOCATED IN THE SPECIAL TAXING DISTRICT. THE 2016 BONDS ARE PAYABLE SOLELY FROM CERTAIN AMOUNTS DEPOSITED IN THE DEBT SERVICE FUND, THE SPECIAL TAX REVENUES FUND AND THE RESERVE FUND, AS MORE FULLY DESCRIBED HEREIN. Limited Size of the District The Special Taxing District consists of only 23.4 acres (approximate). Deterioration in the financial viability of one parcel could have a negative impact on the financial viability of other parcels in the Special Taxing District. Commercial Failure of the Development The failure to lease or renew leases for the space in commercial properties located in the Special Taxing District, the failure by the commercial lessees to operate profitably, defaults by lessees under the terms of their leases, the inability to recover overdue and unpaid rents or to lease space vacated by defaulting lessees, or other similar factors could adversely affect the Development and could reduce the ability or willingness of the property owners to pay the Special Taxes. Competition to the Development The Development is located in close proximity to several projects with similar uses. Competition from these and, possibly, other existing or new sources could adversely affect the profitability of the Development. 28

35 Increased competition could reflect itself in numerous ways, including failure to lease or sell commercial and residential space in the Development, failure by the commercial lessees to operate profitably, defaults by lessees under the terms of their lease agreements, and inability of the landlords to recover overdue and unpaid rents or to lease space vacated by initial lessees, thereby potentially reducing the ability or willingness of the property owners to pay the Special Taxes. Tax Delinquencies In order to pay debt service on the 2016 Bonds, it is necessary that the Trustee receive the Revenues in a timely manner. Under provisions of the Act, Special Taxes, which are the primary source of the Revenues, are billed to the properties within the Special Taxing District by the County. Special Taxes are due and payable at the same time as regular real property tax installments. The unwillingness or inability of a property owner to pay Special Taxes as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make Special Tax installment payments in the future. If the owners of properties within the Special Taxing District fail to pay Special Taxes when due, there could be significant tax delinquencies which could result in a default in payment of principal and interest on the 2016 Bonds. See RISK FACTORS Concentration of Ownership. Pursuant to the Indenture, City Expenses are funded prior to deposits to the Debt Service Fund to provide for the payment of debt service on the 2016 Bonds, which could result in a default in payment of debt service to the extent of any deficiency in the payment or collection of the Special Taxes whereby available funds are insufficient to cover both City Expenses and debt service payments. See SECURITY FOR THE 2016 BONDS Special Tax Revenues Fund. In the event that any tax sales of the property or individual parcels are necessary, and if the Reserve Fund is depleted, there could be a delay or reduction in payments to Holders of the 2016 Bonds pending such tax sales and receipt by the City of the proceeds of sale. See SECURITY FOR THE 2016 BONDS Special Tax Collection Procedures, for a discussion of the provisions which apply and procedures which the City is obligated to follow in the event of delinquencies in the payment of Special Taxes. See RISK FACTORS Potential Delay and Limitations of Tax Sales, and Bankruptcy below, for a discussion of limitations on the City s ability to recover delinquent Revenues from tax sales. Potential Delay and Limitations of Tax Sales The payment of Special Taxes and the ability of the City to recover delinquent unpaid Revenues may be limited by bankruptcy, insolvency or other laws generally affecting creditors rights. See SECURITY FOR THE 2016 BONDS Special Tax Collection Procedures and RISK FACTORS Bankruptcy. In addition, potential investors should be aware that any recovery of Revenues is subject to State and County law and procedures for providing notice to record holders of the property of the pending tax sale and delays by subsequent purchasers of property at tax sale to initiate proceedings to foreclose redemption of the property. Potential investors should also be aware that during any period of time in which property offered for sale remains unsold, none of the delinquent Revenues corresponding to such unsold property will be paid. Delays and uncertainties in recovering delinquent Revenues create significant risks for Bondholders. Revenues payment delinquencies which continue during the pendency of protracted tax sale proceedings could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the sale of such property. In that event, there could be a default in payments of the principal of, and interest on, the 2016 Bonds. See RISK FACTORS Concentration of Ownership below. No Acceleration Provision The 2016 Bonds do not contain a provision allowing for the acceleration of the 2016 Bonds in the event of a payment default or other default under the terms of the 2016 Bonds or the Indenture. Further, the Indenture does 29

36 not specify any events of default or remedies nor does it require the Trustee to seek any remedies. The ultimate source of recovery in the event of a default on payment of Special Taxes is the tax sale provisions described under SECURITY FOR THE 2016 BONDS Special Tax Collection Procedures. Concentration of Ownership Upon the issuance of the 2016 Bonds, approximately 92% of the Special Taxes within the Special Taxing District will be payable by seven entities. The lack of diversity in the ownership of the properties within the Special Taxing District presents a significant risk to Bondholders. The timely payment of the 2016 Bonds depends on the willingness and ability of the owners of property in the Special Taxing District to pay Special Taxes when due. Failure of the owners to pay Special Taxes when due could result in the rapid, total depletion of the Reserve Fund. In that event, there could be a default in payments of the principal of, and interest on, the 2016 Bonds. Potential Governmental Ownership Although occupancy by a Federal, State, County or City governmental body does not exempt a parcel from the payment of Special Taxes, should any property within the Special Taxing District be owned by, or irrevocably dedicated to, the Federal government, State, City or other public agency or instrumentality that property, as well as any property subject to an exclusive use utility easement by a public utility provider, would become exempt from the payment of Special Taxes. If such an acquisition occurs, the burden of making up the lost Special Tax revenues from that property would be passed along to the other property owners. Upon the relocation of CDC and FMS within the Development the total space leased by Federal and local governmental bodies will be approximately 434,000 square feet or 32% of the total office space in the Development. Following such relocation no governmental tenant will then occupy a full building parcel, aside from FEMA, which occupies all 54,497 square feet of the office parcel of Metro V. Bankruptcy The various legal opinions to be delivered concurrently with the delivery of the 2016 Bonds (including Bond Counsel s approving legal opinion) will be qualified by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors. Although a bankruptcy proceeding would not cause the City s right to collect Revenues to become extinguished, the amount and priority of any tax lien could be modified if the value of the property falls below the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy court. In addition, bankruptcy of a property owner could result in a delay in completing a tax sale of the property. Such delay would increase the likelihood of a delay or default in payment of the principal of, and interest on, the 2016 Bonds and the possibility of delinquent Special Taxes not being paid in full. Limited Secondary Market There can be no guarantee that there will be a secondary market for the 2016 Bonds or, if a secondary market exists, that such 2016 Bonds can be sold for any particular price. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the 2016 Bonds or because of adverse history or economic prospects connected with a particular issue or industry, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. Accordingly, the 2016 Bonds should be considered long-term investments to maturity. Loss of Tax Exemption As discussed under the caption TAX MATTERS, the interest on the 2016 Bonds could become includable in gross income for federal income tax purposes retroactive to the date of issuance of the 2016 Bonds as a result of a failure of the City to comply with certain provisions of the Code or due to any change under the Code in 30

37 the treatment of interest payable on tax-exempt obligations in the nature of the 2016 Bonds that applies retroactively to the 2016 Bonds. Should such an event of taxability occur, the 2016 Bonds are not subject to early redemption and may remain Outstanding to maturity or until redeemed under the optional redemption or mandatory sinking fund redemption provisions of the Indenture, nor is any provision made for an increase in the interest rates payable on the 2016 Bonds upon such an event of taxability. UNDERWRITING The 2016 Bonds are being purchased for reoffering by Stifel, Nicolaus & Company, Incorporated (the Underwriter ). The Underwriter has made a firm commitment to purchase the 2016 Bonds for $. The Underwriter shall receive an underwriting discount in the amount of $. The purchase contract pursuant to which the Underwriter is purchasing the 2016 Bonds provides that the Underwriter will purchase all of the 2016 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in such purchase contract. The Underwriter may offer and sell the 2016 Bonds to certain dealers and others at prices different from the prices stated on the inside cover page of this Limited Offering Memorandum. The offering prices may be changed from time to time by the Underwriter. LEGAL MATTERS Funk & Bolton, P.A., Bond Counsel to the City, will render an approving opinion with respect to the 2016 Bonds substantially in the form set forth in APPENDIX C to this Limited Offering Memorandum. Copies of this opinion will be available at the time of delivery of the 2016 Bonds. Certain legal matters will be passed upon for the Underwriter by Ballard Spahr LLP, as counsel to the Underwriter. Maryland State and Local Income Tax TAX MATTERS By the terms of the Special Taxing District Act, the principal amount of the 2016 Bonds, interest payable on the 2016 Bonds, the transfer of the 2016 Bonds, and any income from the 2016 Bonds, including profit made in the sale or transfer of the 2016 Bonds, are exempt from Maryland State and local taxes; no opinion is expressed as to Maryland estate or inheritance taxes or any other Maryland taxes not levied or assessed directly on the 2016 Bonds, their transfer, the interest payable on the 2016 Bonds or the income therefrom. Interest on the 2016 Bonds may be subject to state or local income taxes in jurisdictions other than the State of Maryland under applicable state or local tax laws. Prospective purchasers of the 2016 Bonds should consult their tax advisors regarding the tax status of the 2016 Bonds in a particular state or local jurisdiction other than the State of Maryland. Bond Counsel will express no opinion regarding other tax consequences arising with respect to the 2016 Bonds in states other than the State of Maryland. Federal Income Tax In the opinion of Funk & Bolton, P.A., Bond Counsel, interest on the 2016 Bonds will be excludable from gross income for federal income tax purposes under existing statutes, regulations and decisions as enacted and construed on the date of initial delivery of the 2016 Bonds, assuming the accuracy of certain certifications of the City and continuing compliance with the requirements of the Internal Revenue Code of 1986, as amended (the Code ). Interest on the 2016 Bonds is not a tax preference item directly subject to the alternative minimum tax imposed on individuals, corporations or other taxpayers pursuant to the Code; however, interest on the 2016 Bonds held by certain corporations may be indirectly subject to federal alternative minimum tax because of its inclusion in the adjusted current earnings of a corporate holder. Interest on the 2016 Bonds held by foreign corporations engaged in a trade or business in the United States of America may be subject to the branch profits tax imposed by the Code. 31

38 Bond Counsel s opinion with respect to the 2016 Bonds will be given in reliance on certifications, covenants and agreements by representatives of the City as to certain facts material to both the opinion and the requirements of the Code. The City will covenant and agree to comply with the provisions of the Code regarding, among other matters, the use, expenditure and investment of the proceeds of the 2016 Bonds, the use of the improvements refinanced from the proceeds of the 2016 Bonds and the timely payment to the United States of America of any arbitrage rebate amounts due with respect to the 2016 Bonds or payments in lieu thereof. Failure to comply with such covenants and agreements may cause interest on the 2016 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2016 Bonds. Bond Counsel assumes no responsibility for, and will not monitor, compliance with such covenants and agreements of the City. In the event of noncompliance with requirements of the Code, available enforcement remedies may be limited by applicable provisions of law and, therefore, may not be adequate to prevent interest on the 2016 Bonds from becoming includable in gross income for federal income tax purposes. Ownership of the 2016 Bonds may result in other federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain recipients of social security or railroad retirement benefits, and certain S corporations. Prospective purchasers of the 2016 Bonds should consult their tax advisors as to collateral federal income tax consequences. Certain of the 2016 Bonds may be offered and sold at a discount ( original issue discount ) equal generally to the difference between their public offering price and principal amount. For federal income tax purposes, original issue discount on a 2016 Bond accrues periodically over the term of the 2016 Bond as interest with the same tax exemption and alternative minimum tax status as regular interest. The accrual of original issue discount increases the purchaser s tax basis in the 2016 Bond for determining taxable gain or loss upon disposition (including sale, redemption or payment at maturity). Purchasers of 2016 Bonds at a discount should consult their tax advisors regarding the determination and treatment of original issue discount for federal income tax purposes, and with respect to any state or local tax consequences of owning such 2016 Bonds. Certain of the 2016 Bonds may be offered and sold at a purchase price over the stated redemption price of such 2016 Bonds at maturity. This excess constitutes premium on such 2016 Bonds. For federal income tax purposes, original issue premium is amortizable periodically over such a 2016 Bond s term through reductions in the owner s tax basis for the 2016 Bond for determining taxable gain or loss upon disposition (including sale, redemption or payment at maturity). An owner of a premium 2016 Bond cannot deduct amortized original issue premium relating to that 2016 Bond. Purchasers of any 2016 Bonds at a premium, whether at the time of initial issuance or subsequent thereto, should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes, and with respect to any state or local tax consequences of owning such 2016 Bonds. The foregoing is only a general summary of certain provisions of the Code as enacted and in effect on the date hereof and does not purport to be complete or to identify all aspects of federal income taxation that may be relevant to a particular purchaser of the 2016 Bonds in light of his or its particular circumstances and income tax situation. Prospective purchasers of the 2016 Bonds should consult their own tax advisors as to the effects, if any, of the Code in their particular circumstances. Bond Counsel will express no opinion regarding other federal tax consequences arising with respect to the 2016 Bonds. Subsequent Federal or State Actions The Internal Revenue Service (the Service ) has a program to audit state and local government obligations to determine whether the interest thereon is includable in gross income for federal income tax purposes. If the Service audits the 2016 Bonds, under current Service procedure, the Service will treat the City as the taxpayer and the owners of the 2016 Bonds will have only limited rights, if any, to participate in the process. Any selection by the Service of the 2016 Bonds or of obligations similar to the 2016 Bonds for audit could affect the marketability or market value of the 2016 Bonds. The Service and the U.S. Department of the Treasury have ongoing programs to promulgate regulations to interpret and apply provisions of the Code. In addition, from time to time, regulatory actions are announced or proposed and litigation threatened or commenced which, depending on the conclusion of the same, could modify or 32

39 impact federal or state tax treatment of tax-exempt obligations such as the 2016 Bonds or could have an adverse effect on the marketability or market value of the 2016 Bonds. From time to time, there are Presidential proposals, proposals of various federal committees, or legislative proposals in the United States Congress or various state legislatures that, if enacted, could alter or amend the federal tax matters referred to above, state treatment of the tax status of the 2016 Bonds or adversely affect the market value of the 2016 Bonds. Furthermore, such proposals may affect the marketability or market value of the 2016 Bonds just by being proposed. It cannot be predicted whether or in what form any such proposal may be enacted or whether, if enacted, it would apply to tax-exempt obligations, including the 2016 Bonds, issued prior to enactment. In addition, legislation enacted after issuance of the 2016 Bonds may directly or indirectly cause interest on the 2016 Bonds to be subject to federal income taxation or reduce the benefit of the excludability of interest on the 2016 Bonds under existing federal law. Each purchaser of the 2016 Bonds should consult with his or its own tax advisor regarding any pending or proposed federal or state tax legislation. Bond Counsel will not express any opinion regarding pending or proposed federal or state enforcement actions, regulations, litigation or tax legislation. See APPENDIX C hereto for the proposed form of opinion of Bond Counsel to be delivered upon issuance of the 2016 Bonds. Bond Counsel s opinion will speak only as of its date. NO LITIGATION At the time of delivery of and payment for the 2016 Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending with respect to which the City has been served with process, or, to the knowledge of the official or officials of the City executing such certificate, threatened against the City affecting the creation or validity of the Special Taxing District or the titles of City officials to their respective offices or seeking to restrain or to enjoin the sale or delivery of the 2016 Bonds, the application of the proceeds thereof in accordance with the Indenture, or the collection or application of any Revenues provided for the payment of the 2016 Bonds, or in any way contesting or affecting the validity or enforceability of the 2016 Bonds, the Indenture, any action of the City contemplated by any of the said documents, or the collection or application of any Revenues providing for the payment of the 2016 Bonds, or in any way contesting the completeness or accuracy of this Limited Offering Memorandum or any amendment or supplement hereto, or contesting the powers of the City or its authority with respect to the 2016 Bonds or any action of the City contemplated by any of said documents. NO RATING The City has not and does not contemplate making an application to any Rating Agency for the assignment of a rating to the initial offering of the 2016 Bonds. RELATIONSHIPS MuniCap, Inc. has provided financial consultant services to the City on matters relating to the Special Taxing District and the structure of the financing. MuniCap, Inc. has been retained by the City as the Administrator. CONTINUING DISCLOSURE The City will enter into a City Continuing Disclosure Agreement with the Administrator and the Trustee to provide certain financial information and operating data under Rule 15c2-12 (the Rule ) promulgated by the Securities and Exchange Commission as in effect on the date of delivery of the 2016 Bonds. See APPENDIX D Proposed Form of City Continuing Disclosure Agreement for specific provisions regarding the obligation of the City to provide continuing disclosure. Additionally, certain of the property owners identified below (the Disclosing Owners ) will provide (or, with respect to BE UTC GSA Theater LLC, an affiliate will provide) voluntary continuing disclosure with respect to 33

40 their specific properties pursuant to separate Continuing Disclosure Agreements with the Administrator. See APPENDIX E Proposed Forms of Disclosing Owner Continuing Disclosure Agreements for specific provisions regarding the obligations of the respective Disclosing Owners (or an affiliate thereof) to provide continuing disclosure. The Disclosing Owners are as follows: (i) New Town Metro 1, LLC, (ii) 6525 Belcrest Road LLC, (iii) Hyattsville Office 2015 LLC, (iv) BE UTC GSA Theater LLC, (v) Echo UTC LLC, and (vi) MLCFC Belcrest Road, LLC. In the past five years, the City has not had outstanding any obligations issued by the City with respect to which the City entered into continuing disclosure undertakings that require the City or its dissemination agent to provide annual financial information and operating data (including audited financial statements), notices of the occurrences of certain events and notices of any failures with respect to such undertakings directly to the Municipal Securities Rulemaking Board (the MSRB ) by posting such information, data and notices on the MSRB s Electronic Municipal Market Access system ( EMMA ) or by another method of reporting established by the MSRB. However, the City has been directly or in effect treated as an obligated person for purposes of the Rule with respect to certain outstanding revenue bonds issued by the Maryland Community Development Administration ( CDA ) pursuant to its Local Government Infrastructure Financing Program (the Program ). Pursuant to the Program, CDA from time to time issues revenue bonds (the CDA Bonds ) and loans the proceeds of the CDA Bonds to various Maryland local government entities to finance or refinance the costs of qualifying projects. The City has from time to time obtained loans from CDA pursuant to the Program. Each such loan is evidenced by one or more general obligation bonds issued by the City to CDA. As of the date of this Limited Offering Memorandum, the City has outstanding the following general obligation bonds that evidence loans obtained by the City from CDA: (i) City of Hyattsville Infrastructure Bond, 2010 Series A, issued in the original principal amount of $4,093, on August 25, 2010, (ii) City of Hyattsville Infrastructure Bond, 2010 Series A, issued in the original principal amount of $50, on August 25, 2010 (collectively with the loan identified in clause (i), the 2010 City CDA Loan ), and (iii) City of Hyattsville Infrastructure Bond, 2012 Series B, issued in the original principal amount of $2,500,000 on December 19, 2012 (the 2012 City CDA Loan and, collectively with the 2010 City CDA Loan, the City CDA Loans ). In connection with the issuance of the CDA Bonds, within the last five years CDA has entered into various continuing disclosure undertakings pursuant to the Rule (the CDA Undertakings ) under which CDA has agreed to file certain information with the MSRB that is dependent on information provided to CDA by certain local government borrowers under the Program (and any related political subdivision guarantors), including, without limitation, (i) a copy of the annual audited financial statements of each local government participating in the Program that has as of the end of the applicable fiscal year an aggregate outstanding unpaid principal balance of loans under the Program equal to or greater than 10% of the outstanding principal amount of all loans financed under the Program; and (ii) an update of the financial information contained in Appendix B to the Official Statement corresponding to the applicable CDA Bonds with respect to each local government borrower meeting the criteria described in clause (i). Such filings by CDA are due within nine months after the end of each fiscal year of CDA. In addition, in the CDA Undertakings CDA has agreed to timely file with the MSRB notice of any failure by CDA or a local government to provide the information described in this paragraph. The City CDA Loans are the only loans from CDA that the City has had outstanding within the past five years. The City CDA Loans were not guaranteed by another political subdivision. Pursuant to the Repayment Agreements entered into by the City in connection with the City CDA Loans, the City agreed in pertinent part to provide to CDA (i) (A) the annual audited financial statements of the City, (B) a copy of the Uniform Financial Report (Form F-65 (MD-2) or F-65 (MD-2A) or any successor or replacement form) prepared and filed with the Maryland Stated Department of Fiscal Services, and (C) if requested by CDA or if the filing of a Uniform Financial Report (or comparable report) is no longer required, an update of the financial information relating to the City contained in Appendix B of the Official Statement for the CDA Bonds corresponding to the applicable City CDA Loan; (ii) within 10 business days after request of CDA all other financial and operating information that CDA requests in order to comply with the requirements of the Rule; and (iii) notice of events relating to the City or the applicable City CDA Loan that correspond in whole or in part to the events listed in paragraph (b)(5)(i)(c) of the Rule, as then in effect. The City is required to provide to CDA the information identified in clause (i)(a) (C) of the preceding sentence by November 1 of each year with respect to the 2010 City 34

41 CDA Loan and by January 31 following the end of the applicable fiscal year with respect to the 2012 City CDA Loan. The City is required to provide to CDA the information identified in clause (iii) of the preceding sentence in a timely manner with respect to the 2010 City CDA Loan and within three (3) business days of the occurrence of the applicable event with respect to the 2012 City CDA Loan. In each Repayment Agreement the City acknowledges that failure to timely provide to CDA the information required under the applicable provisions of such Repayment Agreement may result in the failure being reported by CDA to the MSRB through EMMA or such other method of reporting that may be established by the MSRB. Since at least the fiscal year ended June 30, 2010, the City has failed to prepare and timely provide its annual audited financial statements and Uniform Financial Reports to CDA within the corresponding time periods specified in the Repayment Agreements, and may have failed to timely provide to CDA other financial information or operating data requested by CDA or notice of any such failure pursuant to a Repayment Agreement. To the extent the City met the criteria of a local government borrower that required CDA to post information regarding the City on EMMA in accordance with a CDA Undertaking, such failures of the City may have resulted in CDA, within the past five years, (i) not making corresponding filings or making late corresponding filings on EMMA and (ii) posting notice of any such failure by the City on EMMA. MISCELLANEOUS The quotations from, and summaries and explanations of the Indenture and other statutes and documents contained herein do not purport to be complete, and reference is made to the Indenture, such documents and such statutes for full and complete statements of their provisions. This Limited Offering Memorandum is submitted only in connection with the offering of the 2016 Bonds by the Underwriter. All estimates, assumptions, statistical information and other statements contained herein, while taken from sources considered reliable, are not guaranteed by the City or the Underwriter. The information contained herein should not be considered as representing all conditions affecting the City, the Special Taxing District or the 2016 Bonds. This Limited Offering Memorandum does not constitute a contract with the purchasers of the 2016 Bonds. Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. 35

42 The execution and delivery of this Limited Offering Memorandum have been approved by the City of Hyattsville, a Maryland municipality. CITY OF HYATTSVILLE By: Candace B. Hollingsworth, Mayor S-1

43 APPENDIX A RATE & METHOD OF APPORTIONMENT OF SPECIAL TAXES A-1

44 [This Page Is Intentionally Left Blank.] A-2

45 l 2 J ~ 2.Q 1.a.2 10 ll CITY OF HYATTSVILLE, MARYLAND UNIVERSITY TOWN CENTER SPECIAL TAXING DISTRICT RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES A Special Tax shall be levied and collected in the City of Hyattsville University Town Center Special Taxing District (the "District") each Fiscal Year, beginning with the Fiscal Year and continuing until the year provided for in Section F hereof, in an amount determined by the City Council through the application of the procedures described below. All of the real and personal property in the District, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms used herein shall have the following meanings: "Act" means Section 44A of Article 23A of the Annotated Code of Maryland, as amended from time to time. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee employed by the City in connection with any Bonds; the expenses of the City in carrying out its duties under the Indenture of Trust, including, but not limited to, levying and collecting the Special Tax and complying with arbitrage rebate requirements and obligated persons disclosure requirements associated with applicable federal and state securities law, including the costs of any employees of the City and fees of any professionals retained by the City to provide services for such purposes; and all other costs and expenses of the City, the Trustee, or the Administrator incurred in connection with the discharge of their respective duty under the Indenture of Trust, including legal expenses associated with such duties, and, in the case of the City, in any way related to the administration of the District. "Administrator" means the designee of the City for purposes of estimating the annual Special Tax Requirement and the Special Tax to be levied each Fiscal Year and for providing other services as required by the Indenture of Trust. ''Bond Year" shall have the meaning given to such term in the Indenture of Trust. "Bonds" means any bonds or other debt, including refunding bonds, whether in one or more series, issued by the City relating to the District pursuant to the Act. ''Building Square Footage" means for any Parcel the square footage of usable area listed on a Parcel's building permit(s) or plans approved by the City or County, as estimated by the Administrator and confirmed by the City. "City Council" means the City Council of Hyattsville, Maryland. Page 1 A-3

46 "City" means City of Hyattsville, a municipal corporation of the State of Maryland. "Equivalent Use Factors" means, as to any Parcel, the Building Square Footage of the Parcel by Land Use Class multiplied by the following factors for each Land Use Class: Land Use Class Office Property Parking Property Residential Property Retail Property 0.70 per 1,000 square feet 0.02 per parking space 1.00 per dwelling unit 1.02 per 1,000 square feet The computation of the Equivalent Use Factors as to a Parcel shall be calculated by the Administrator and confirmed by the City, based on the information available regarding the use of the Parcel, and the estimate as confirmed shall be conclusive as long as there is a reasonable basis for such determination. "Fiscal Year" means the period starting any July 1 and ending on the following June 30 or such other twelve month period as is established as the fiscal year of the City under Maryland law. "Indenture of Trust" means the indenture of trust relating to the Bonds, as modified, amended and/or supplemented from time to time. "Land Area" means the net usable land area as estimated by the Administrator and confirmed by the City. Net usable land means the land on which development may occur, but excluding existing or proposed Public Property, exclusive use easements, Owner Association Property, and other areas on.which development may not occur. "Land Use Class" means Office Property, Parking Property, Residential Property, and Retail Property. "Office Property" means Taxable Property within the District other than Residential Property, Retail Property, and Parking Property. "Owner Association Property" means, for any Fiscal Year, any real property within the boundaries of the District that is owned by or irrevocably offered for dedication to a property owner's association and available for use in common by the property owners; provided, however, that real property that has been irrevocably offered for dedication includes only those Parcels for which a copy of the offer has been provided to the Administrator. "Parcel" means a lot or parcel of real property within the District with a parcel number assigned by the tax collector. ''Parking Property" means Taxable Property for which the predominant use is for the parking of vehicles. Page2 A-4

47 1 "Public Improvements" means those improvements the City Council has authmized to be 2 provided by the District. J 1 "Public Property'' means the easement for the Public hnprovements and other property within 2 the boundaries of the District owned by, or irrevocably offered for dedication (in a plat map Q approved by the City or otherwise) to the federal government, State of Maryland, City, or other 1 public agency or instrumentality or easements for the exclusive use of a public utility provider; ~ provided, however, that exclusive use utility easements and real property that has been 2 irrevocably dedicated includes only those parcels or portions of parcels for which a copy of the 10 easement or offer has been provided to the Administrator "Residential Property" means Taxable Property within the boundaries of the District used for 13 residential dwelling units ''Retail Property" means the Taxable Property within the boundalies of the District for which 16 the predominant intended use is to sell goods or services to the general public "Special Tax" means the Special Tax that may be levied by the City each Fiscal Year to fund. 19 the Special Tax Requirement n ~'Special Tax Requirement" has the meaning given to it in Section C.l. "Taxable Property" means any Parcel that is not Public Property or Owner Association Property. "Trustee" means the trustee appointed the City for the District to cru.ty out the duties of the trustee specified in the Indenture of Trust. B. SPECIALTAXRATES The Special Tax for each Fiscal Year shall be equal to the Special Tax Requirement for that Fiscal Year. The Special Tax for each Parcel shall be equal to the following formula: Where the terms have the following meaning: A B c D = A= (B +C)xD The Special Tax for a Parcel The Equivalent Use Factors of the Parcel The Equivalent Use Factors of all Taxable Property in the District The Special Tax Requirement. In the event there are no Parcels in the District within any of the Land Use Classes, each Parcel of Taxable Property shall be subject to Special Taxes based on its Land Area assigning each square foot of Land Area an Equivalent Use Factor of one. Page 3 A-5

48 Q 1.a a Personal Propetty The special tax rate on personal property shall be zero. C. LEVY OF THE SPECIAL TAX 1. Special Tax Requirement The Special Tax Requirement for any Fiscal Year shall be estimated by the Administrator and determined by the City Council and shall be an amount equal to (A) the amount required in any Fiscal Year to pay: (1) debt service and other periodic costs (including deposits to any sinking funds) on the Bonds to be paid from the Special Taxes collected in such Fiscal Year, (2) Administrative Expenses to be incurred in the Fiscal Year or incurred in any previous Fiscal Year and not paid by the District, (3) any amount required to replenish any reserve fund established in association with any Bonds, ( 4) an amount equal to the estimated delinquencies expected in payment of the Special Tax not otherwise taken into account, and (5) the costs of remarketing, credit enhancement, bond insurance, and liquidity facility fees (including such fees for instruments that serve as the basis of a reserve fund related to any indebtedness in lieu of cash), less (B) (1) any credits available pursuant to the Indenture of Trust, such as capitalized interest, reserves, and investment earnings on any account balances, and (2) any other revenues available to apply to the Special Tax Requirement. 2. Levy of the Special Tax Commencing with the Fiscal Year and for each following Fiscal Year, the City Council shall determine the Special Tax Requirement, if any, for the applicable Fiscal Year and shall levy the Special Tax on each Parcel of Taxable Property pursuant to Section B to the extent necessary to fund the Special Tax Requirement. The Administrator shall provide an estimate to the City Council prior to each Fiscal Year of the amount of the Special Tax to be levied on each Parcel in conformance with the provisions of this section. 3. Circumstances Under Which the Special Tax May be Increased as a Result of a Default The circumstances under which the Special Tax levied on any Parcel may be increased as a result of a default in the payment of the Special Tax levied on any other Parcel are based on the provisions of Section C. 1. and 2. Special Taxes are levied in an amount equal to the Special Tax Requirement. The Special Tax Requirement includes an amount required to replenish any reserve fund established in association with any Bonds and an amount equal to the estimated delinquencies expected in payment of the Special Tax not otherwise taken into account. A default in the payment of the Special Tax by a Parcel may make it necessary to replenish the reserve fund. Accordingly, the Special Tax may be increased in an amount equal to estimated delinquencies and to replenish a reserve fund as a result of defaults in the payment of Special Taxes in previous Fiscal Years. Page4 A-6

49 1 2 J 1 2 ft 1 ~ D. EXEMPTIONS A Special Tax shall not be levied on Public Property or Owner Association Property. E. MANNER OF COLLECTION The Special Tax will be collected in the same manner and at the same time as ordinary real property taxes; provided, however, the Special Tax may be collected at a different time or in a different manner as determined by the City Council, provided that such time or manner is not inconsistent with the provisions of the Indenture of Trust. F. TERMINATION OF SPECIAL TAX Except for any delinquent Special Taxes and related penalties and interest, Special Taxes shall not be levied after the earlier of (i) the repayment or defeasance of the Bonds, (ii) the Fiscal Year, and (iii) such time provided for by the Indenture of Trust. After such Fiscal Year, and the collection of any delinquent Special Taxes, penalties and interest, the City shall cause a document evidencing such termination of the levy and collection to be recorded in the land records of the County. G. APPEALS OF THE LEVY OF THE SPECIAL TAX Any property owner claiming that the amount or application of the Special Tax is not correct and requesting a refund may file a written notice of appeal and refund to that effect with the Administrator not later than one calendar year after having paid the Special Tax that is disputed. The Administrator shall promptly review the appeal and, ifnecessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and decide the appeal. If the decision of the Administrator requires the Special Tax to be modified or changed in favor of the property owner, a cash refund shall not be made (except for the last year of levy), but an adjustment shall be made to the next Special Tax levy on that Parcel. If the property owner does not agree with the decision of the Administrator, the decision shall be appealed to the City Council. This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to any other appeal or legal action by such owner. H. PREPAYMENT OF SPECIAL TAX The Special Tax for any Parcel that is fully developed may be prepaid and the obligation to pay the Special Tax for the Parcel permanently satisfied as provided for herein. The Special Tax prepayment amount shall be equal to the following: (a) the sum of the following: (i) Principal, (ii) Premium, (iii) Defeasance, and (iv) Fees, (b) less the Reserve Fund Credit, plus any delinquent Special Taxes on such Parcel, including any applicable penalties and related costs, where the terms have the following meanings: Principal means a portion of the principal of the Bonds equal to (i) the Special Tax for the Parcel for which the Special Tax is being prepaid for the Fiscal Year in which such prepayment Page5 A-7

50 Q 1 1i is made divided by (ii) the sum of the Special Tax for all of the Parcels (excluding any Parcels for which the Special Tax has been previously prepaid) for the Fiscal Year in which such prepayment is made with the result multiplied by (iii) the total Bonds outstanding after application of the Special Taxes collected in the corresponding. Fiscal Year. Premium means an amount equal to the Principal multiplied by the applicable redemption premium, if any, for the Bonds to be redeemed, as provided for in the Indenture of Trust. There shall be no Premium if the prepayment is made prior to the issuance of the Bonds. Defeasance means the amount needed to pay interest on the Principal until the earliest call date for the Bonds, less (a) the amount that will be received by the Trustee from the reinvestment of the Special Tax prepayment until the Bonds are redeemed from the prepayment and (b) the Special Tax paid prior to the prepayment that will be applied to the interest or principal on the Bonds that is included in the calculation of the Principal or Defeasance. Fees means Administrative Expenses associated with the prepayment, including but not limited to the calculation of the prepayment, the costs of redeeming the Bonds, and the costs of recording or publishing any notices related to the prepayment and the redemption of the Bonds. Reserve Fund Credit means any reduction in the reserve fund resulting from the redemption of Bonds, as provided for the Indenture of Trust. The sum of the amounts calculated herein shall be paid to the City or the Trustee and shall be used to pay and redeem the Bonds in accordance with the Indenture of Trust and to pay the Administrative Expenses associated with the prepayment. Upon the payment of such prepayment amount to the City or the Trustee, the obligation to pay the Special Tax for such Parcel shall be deemed to be permanently satisfied, the Special Tax shall not be levied thereafter on such Parcel, and the City shall cause a notice of cessation of the Special Tax for such Parcel to be recorded within a reasonable period after the receipt of the prepayment amount. I. AMENDMENTS This Rate and Method of Apportionment of Special Taxes may be amended by the City and, to the maximum extent permitted by the Act, such amendments may be made without further notice under the Act and without notice to owners of Taxable Property within the District in order to (i) clarify or correct minor inconsistencies in the matters set forth herein, (ii) provide for lawful procedures for the collection and enforcement of the Special Tax so as to assure the efficient collection of the Special Tax for the benefit of the owners of the Bonds, and (iii) otherwise improve the ability of the City to fulfill its obligations to levy and collect the Special Tax and to make it available for the payment of the Bonds and Administrative Expenses. No such amendment shall be approved unless and until the City has (a) found and determined that the amendment is necessary and appropriate and does not materially adversely affect the rights of the owners of the Bonds and (b) received an opinion of a nationally recognized bond counsel to the effect that the amendment is authorized pursuant to the terms of the Act, the Indenture of Trust, and any ordinances or resolutions adopted by the City related to the Bonds. Any such amendment may not increase the Maximum Special Tax. Page 6 A-8

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