OFFICIAL STATEMENT $5,685,000 COUNTY OF CUYAHOGA, OHIO TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2013B (Westin Cleveland Hotel Project)

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1 New Issue Ratings: Moody s: Aa2 S&P: AA- See RATINGS In the opinion of Benesch, Friedlander, Coplan & Aronoff LLP, Bond Counsel, under existing law interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from all Ohio state and local taxes except taxes on the net worth measure of issued and outstanding shares of corporations and financial institutions, the value of a gross estate, the value of the capital and surplus of a domestic insurance company, the shares of and capital employed by dealers in intangibles and the basis of the total equity capital of financial institutions. INTEREST ON THE BONDS IS NOT EXEMPT FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For a more complete discussion of the tax aspects, see TAX MATTERS. OFFICIAL STATEMENT $5,685,000 COUNTY OF CUYAHOGA, OHIO TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 2013B (Westin Cleveland Hotel Project) Dated: Date of Issuance Due: As shown below The Bonds. The Bonds are special obligations of the County and will be payable solely from Nontax Revenues as described herein. No money of the County raised by taxation is or may be obligated or pledged for the payment of principal and premium (if any) of or interest on the Bonds. The Bonds do not represent or constitute a general obligation debt or pledge of the faith and credit of the County, the State of Ohio or any political subdivision of the State of Ohio. Book Entry Only. The Bonds will be initially issued only as fully registered bonds, one for each maturity, issuable under a bookentry system, registered initially in the name of The Depository Trust Company or its nominee ( DTC ). There will be no distribution of Bonds to the ultimate purchasers. The Bonds in certificated form as such will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described in this Official Statement. Payment. Principal, premium (if any) and interest on the Bonds will be payable to the registered owner (DTC), principal and premium (if any) upon presentation and surrender at the designated corporate trust office of U.S. Bank National Association (the Bond Registrar ), initially such office located in Cleveland, Ohio, and interest on the Bonds will be transmitted by the Bond Registrar on each interest payment date (June 1 and December 1 of each year, beginning June 1, 2014) to the registered owner (DTC) as of the 15 th day of the calendar month preceding that interest payment date. PRINCIPAL MATURITY SCHEDULE ON DECEMBER 1 $2,675,000 Serial Bonds Maturity Date Amount Interest Rate Price CUSIP Maturity Date Amount Interest Rate Price CUSIP 2017 $120, % % JT $155, % % JH , HZ , JJ , JA , JK , JB , JL , JC , JM , JD , JN , JE , JP , JF , JQ , JG9 $1,000, % Term Bond due on December 1, 2037 Price % CUSIP JR5 $590, % Term Bond due on December 1, 2039 Price % CUSIP JU8 $1,420, % Term Bond due on December 1, 2042 Price % CUSIP JS3 Prior Redemption. The Bonds are subject to optional redemption, and Term Bonds are subject to mandatory redemption, all as described in this Official Statement. The Bonds are offered when, as and if issued, and accepted by Stifel, Nicolaus & Company, Incorporated, subject to receipt of opinions on certain legal matters relating to their issuance by Benesch, Friedlander, Coplan & Aronoff LLP as bond counsel to the County. PRISM Municipal Advisors, LLC has acted as financial advisor to the County in connection with the issuance of the Bonds. The Bonds are expected to be available for delivery to DTC or its agent on December 30, This Official Statement has been prepared by the County in connection with its original offering for sale of the Bonds. This cover page includes certain information for quick reference only. It is not a summary of the Bond issue. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. The date of this Official Statement is December 19, 2013, and the information speaks only as of that date.

2 COUNTY OF CUYAHOGA, OHIO County Officials County Executive: Acting Fiscal Officer: Prosecuting Attorney: Edward FitzGerald Mark A. Parks Timothy McGinty County Council C. Ellen Connally, President Dave Greenspan Sunny M. Simon, Vice President Pernel Jones, Jr. Dan Brady Dale Miller Yvonne M. Conwell Julian Rogers Michael J. Gallagher Jack Schron Chuck Germana Professional Services Bond Counsel: Bond Registrar: Financial Advisor: Underwriter: Benesch, Friedlander, Coplan & Aronoff, LLP U.S. Bank National Association PRISM Municipal Advisors, LLC Stifel, Nicolaus & Company, Incorporated

3 REGARDING THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Bonds identified on the cover. No person, other than the Fiscal Officer, has been authorized by the County to give any information or to make any representation other than as contained in this Official Statement. Any other information or representation should not be relied upon as having been given or authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful to make that offer, solicitation or sale. The information and expressions of opinion in this Official Statement are provided by the County in connection with the original offering of the Bonds. Reliance should not be placed on any other information publicly provided in any format, including electronic, by the County for other purposes, including general information provided to the public or to portions of the public. The information in this Official Statement is subject to change without notice. Neither the delivery of this Official Statement nor any sale made under it shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the County since its date. This Official Statement contains statements that the County believes may be forwardlooking statements. Words such as plan, estimate, project, budget, anticipate, expect, intend, believe and similar terms are intended to identify forward-looking statements. The achievement of results or other expectations expressed or implied by such forward-looking statements involves known and unknown risks, uncertainties and other factors that are difficult to predict, may be beyond the County s control and could cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. The County undertakes no obligation, and does not plan, to issue any updates or revisions to such forward-looking statements. UPON ISSUANCE, THE BONDS WILL NOT BE REGISTERED BY THE COUNTY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR OTHER GOVERNMENTAL ENTITY OR AGENCY WILL HAVE AT THE REQUEST OF THE COUNTY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED THE BONDS FOR SALE. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by Standard & Poor s. CUSIP data herein are provided by Standard & Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the County and are included solely for the convenience of the holders of the Bonds. The County, the Financial Advisor, the Bond Counsel and Stifel, Nicolaus & Company, Incorporated (the Underwriter ) are not responsible for the selection or use of these CUSIP numbers and make no representation as to their correctness on the Bonds or the cover page or as

4 indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions and events. In connection with the offering of the Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover, which public offering prices may be changed from time to time by the Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. (This Space Intentionally Left Blank)

5 TABLE OF CONTENTS Page INTRODUCTORY STATEMENT... 1 THE BONDS... 2 Authorization and Purpose... 2 CERTAIN TERMS OF THE BONDS... 2 General... 2 Book Entry Method... 2 Revision of Book Entry Method; Replacement Bonds... 3 Prior Redemption... 3 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS... 5 General... 5 Nontax Revenues... 5 Special Funds... 8 PARITY AND OTHER NONTAX REVENUE OBLIGATIONS... 9 General... 9 Outstanding Parity Obligations... 9 Parity Obligation Debt Service Schedule Other Nontax Revenue Obligations Future Parity and Other Nontax Revenue Obligations DESCRIPTION OF PROJECT General THE COUNTY LEGAL MATTERS TAX MATTERS ELIGIBILITY FOR INVESTMENT AND AS PUBLIC MONEY SECURITY UNDERWRITING RATINGS TRANSCRIPT AND CLOSING CERTIFICATES LITIGATION CONTINUING DISCLOSURE AGREEMENT FINANCIAL ADVISOR BOND REGISTRAR CONCLUDING STATEMENT APPENDIX A - THE COUNTY... A-1 APPENDIX B SINGLE AUDIT FOR YEAR ENDING DECEMBER 31, B-1 APPENDIX C THE DEPOSITORY TRUST COMPANY... C-1 APPENDIX D PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT... D-1 APPENDIX E TEXT OF PROPOSED LEGAL OPINIONS... E-1 i

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7 INTRODUCTORY STATEMENT This Official Statement has been prepared by the County of Cuyahoga, Ohio (the County ), in connection with its original issuance and sale of the County s $5,685,000 Taxable Economic Development Revenue Bonds, Series 2013B (Westin Cleveland Hotel Project) (the Bonds ), identified on the cover. Certain information concerning the Bonds, including their authorization, purpose, terms and security and sources of payment and the County is provided in this Official Statement. The Bonds are being sold to Stifel, Nicolaus & Company, Incorporated (the Underwriter ). See UNDERWRITING. All financial and other information in this Official Statement has been provided by the County from its records, except for information expressly attributed to other sources and except for certain underwriting information on the cover, information under the captions CERTAIN TERMS OF THE BONDS Book Entry Method, UNDERWRITING and FINANCIAL ADVISOR, and information in APPENDIX C THE DEPOSITORY TRUST COMPANY. The presentation of information, including tables of receipts from nontax revenues and other sources, is intended to show recent historical information, and is not intended to indicate future or continuing trends in the financial position or other affairs of the County. No representation is made that past experience, as is shown by that financial and other information, will necessarily continue or be reported in the future. This Official Statement should be considered in its entirety and no one subject should be considered less important than another by reason of location in the text. Reference should be made to laws, reports or documents referred to for more complete information regarding their contents. References to provisions of Ohio law, including the Revised Code and the Ohio Constitution are references to those current provisions. Those provisions may be amended, repealed or supplemented. As used in this Official Statement: Beneficial Owner means the owner of a book entry interest in the Bonds. City means the City of Cleveland, Ohio. Council means the Council of the County. County means Cuyahoga County. Debt service means the principal (including any mandatory redemption) and interest payable on the obligations referred to. Fiscal Officer means the Fiscal Officer of the County. Fiscal Year means the 12-month period ending December 31, and reference to a particular Fiscal Year (such as Fiscal Year 2013 ) means the Fiscal Year ending on December 31 in that year. 1

8 Prosecuting Attorney means the Prosecuting Attorney of the County. Revised Code means the Ohio Revised Code. State or Ohio means the State of Ohio. Treasurer means the Treasurer of the County. THE BONDS Authorization and Purpose The Bonds are to be issued pursuant to Article VIII, Section 13 of the Ohio Constitution and Chapter 165 of the Revised Code (the Act ), which authorize the County to issue bonds for projects for industry, commerce, distribution and research, a resolution adopted by the Council, and a final terms certificate provided for by the resolution (collectively, the Authorizing Legislation ). The County is authorized by the Act to pledge its Nontax Revenues (see SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Nontax Revenues) for the payment of obligations issued pursuant to the Act. The Bonds are being used to pay costs of the Project (see DESCRIPTION OF THE PROJECT), pay capitalized interest on the Bonds through December 1, 2015, fund a reserve fund and pay costs of the issuance of the Bonds. Proceeds from the sale of the Bonds received by the County will be deposited into the Westin Cleveland Hotel Treasurer Account (the Treasurer Account ) established by the Bond Legislation and maintained by the County. See SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Special Funds. General CERTAIN TERMS OF THE BONDS The Bonds will be dated, will be payable in the principal amounts and on the dates and will bear interest (computed on the basis of twelve 30-day months/360-day year) at the rates and be payable on the dates, at the place and in the manner, all as described on the cover. The Bond Registrar will act as paying agent for the Bonds and will keep all books and records necessary for registration, exchange and transfer of the Bonds (the Register ). See BOND REGISTRAR. Book Entry Method The Bonds initially will be issued and issuable in book entry form to be held in a book entry system maintained by a security depository. So long as a book entry system is used, only the security depository will receive or have the right to receive physical delivery of the Bonds. Except for purposes of the Continuing Disclosure Agreement (see CONTINUING DISCLOSURE AGREEMENT and APPENDIX D PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT), Beneficial Owners will not be considered to be, and will not have any rights as, owners or holders of the Bonds under the Bond Legislation. 2

9 The Depository Trust Company ( DTC ) will be the initial securities depository for the Bonds, and the Bonds will initially be registered in the name of DTC or its nominee Cede & Co. For a discussion of DTC, see APPENDIX C THE DEPOSITORY TRUST COMPANY. Revision of Book Entry Method; Replacement Bonds If DTC (or a successor securities depository) determines not to continue to act as the securities depository for the Bonds, the County may attempt to establish a relationship with another securities depository for the Bonds. If such a new relationship is established, the Bonds would be registered in the name of the new securities depository or its nominee. If the County does not or is unable to establish a new relationship with a securities depository, the County and the Bond Registrar, after making provisions for notification of the Beneficial Owners by appropriate notice to DTC or a successor depository, will permit the withdrawal of the Bonds from the securities depository and shall cause fully registered Bonds in denominations of $5,000 or any integral multiple thereof ( Replacement Bonds ) to be authenticated and delivered to the assigns of the securities depository, all at the cost and expense (including any cost of printing), if the event is not the result of County action or inaction, of the assigns of securities depository. Replacement Bonds will be exchangeable for other Replacement Bonds, and transferable, at the office of the Bond Registrar without charge (except taxes or government fees). Exchange or transfer of (i) any Replacement Bond then subject to call for redemption between the 15 th day preceding the mailing of any notice of the Replacement Bonds to be redeemed and the date of that mailing, or (ii) any Replacement Bond selected for redemption (in whole or in part). See Prior Redemption Notice of Call of Redemption; Effect below. Prior Redemption The Bonds are subject to mandatory and optional redemption as follows. Mandatory Redemption. The Bonds maturing on December 1, 2037 (the 2037 Term Bonds ), are subject to mandatory redemption on December 1 in the years and amounts (with the balance of $270,000 to be paid at maturity on December 1, 2037), at a redemption price equal to 100% of the principal amount redeemed as follows: Year Amount 2034 $230, , ,000 The Bonds maturing on December 1, 2039 (the 2039 Term Bonds ), are subject to mandatory redemption on December 1 in the year and amount (with the balance of $305,000 to be paid at maturity on December 1, 2039), at a redemption price equal to 100% of the principal amount redeemed as follows: Year Amount 2038 $285,000 3

10 The Bonds maturing on December 1, 2042 (the 2042 Term Bonds and, together with the 2037 Term Bonds and 2039 Term Bonds, the Term Bonds ), are subject to mandatory redemption on December 1 in the years and amounts (with the balance of $760,000 to be paid at maturity on December 1, 2042), at a redemption price equal to 100% of the principal amount redeemed as follows: Year Amount 2040 $320, $340,000 Term Bonds redeemed by other than mandatory redemption, or purchased for cancellation, may be credited against an applicable mandatory redemption for such Term Bonds. Optional Redemption. The Bonds maturing on or after December 1, 2022 are subject to prior redemption on or after December 1, 2021 by and at the sole option of the County, either in whole or in part, on any date, in integral multiples of $5,000, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the redemption date. Selection of Bonds and Book Entry Interests to be Redeemed. If fewer than all outstanding Bonds are called for optional redemption at one time, the Bonds to be called will be called as selected by, and selected in a manner as determined by, the County. If less than all of an outstanding Bond of one maturity under a book entry system is to be called for redemption (in the amount of $5,000 or any integral multiple), the Bond Registrar will give notice of redemption only to DTC as registered owner. The selection of the book entry interests in that Bond to be redeemed is discussed below under Notice of Call for Redemption; Effect. If Replacement Bonds are issued to the owners, and if fewer than all of the Replacement Bonds of a single maturity are to be redeemed, the selection of Replacement Bonds (or portions of Replacement Bonds in amounts of $5,000 or any integral multiples) to be redeemed will be made by lot in a manner determined by the Bond Registrar. In the case of a partial redemption by lot when Bonds of denominations greater than $5,000 are then outstanding, each $5,000 unit of principal will be treated as if it were a separate Bond of the denomination of $5,000. Notice of Call for Redemption; Effect. The Bond Registrar is to cause notice of the call for redemption, identifying the Bonds or portions of Bonds to be redeemed, to be sent by firstclass mail, at least 30 days prior to the redemption date, to the registered owner (initially, DTC) of each Bond to be redeemed at the address shown on the Register on the 15th day preceding that mailing. Any defect in the notice or any failure to receive notice by mailing will not affect the validity of any proceedings for the redemption of any Bonds. On the date designated for redemption, Bonds or portions of Bonds called for redemption shall become due and payable. If the Bond Registrar then holds sufficient money for payment of 4

11 the Bonds on that redemption date, interest on each Bond (or portion of a Bond) so called for redemption will cease to accrue on that date. So long as all Bonds are held under a book entry system by a securities depository (such as DTC), a call notice is to be sent by the Bond Registrar only to the securities depository or its nominee. Selection of book entry interests in the Bonds called, and giving notice of the call to the owners of those interests called, is the sole responsibility of the securities depository. Any failure of the securities depository to advise the Beneficial Owners, of any such notice and in its content or effect will not affect the validity of any proceedings for the redemption of any Bonds or portions of Bonds. General SECURITY AND SOURCES OF PAYMENT FOR THE BONDS The Bonds are special obligations of the County and are payable solely from the Nontax Revenues. The County has pledged the Nontax Revenues for the payment of the Bonds. The County has agreed and covenanted to appropriate Nontax Revenues sufficient to pay the debt service on the Bonds, and the County has agreed and covenanted to deposit from time to time Nontax Revenues into the Westin Cleveland Hotel Bond Service Fund (the Bond Service Fund ) established by the Bond Legislation and maintained by the County sufficient, together with other amounts then on deposit in the Bond Service Fund, to pay the debt service on the Bonds when due. See Special Funds below. The County s agreement to provide its Nontax Revenues sufficient to pay the debt service on the Bonds, including making the appropriations therefor, is enforceable by mandamus pursuant to the Act. No money raised by taxation is obligated or pledged for payment of the Bonds. Nothing in the Bonds, the Authorizing Legislation or any other document will represent or constitute a general obligation debt or pledge of the faith and credit of the County, the State or any political subdivision of the State. The County is not prohibited from using other lawfully available funds to pay the debt service on the Bonds. Nontax Revenues The Nontax Revenues of the County from its General Fund for Fiscal Year 2013 are projected to be approximately $78,609,000. The Nontax Revenues include all moneys of the County which are not moneys raised by taxation, to the extent available for payment of the debt service on the Bonds, including but not limited to the following: (a) charges for services and payments received in reimbursement for services; (b) payments in lieu of taxes now or hereafter authorized by State statute; (c) fines and forfeitures; (d) fees from properly imposed licenses and permits; (e) investment earnings on any funds of the County that are credited to the County's General Fund; (f) proceeds from the sale of assets; (g) rental income; (h) grants from the United States of America and the State; (i) gifts and donations; and (j) Project Revenues (consisting of any money and investments on deposit in the Treasurer Account and the Bond Service Fund and all income and profit from the investment of the foregoing (see Special Funds below)); provided that Nontax Revenues do not include the certain pledged revenues related to the Brownfield 5

12 Redevelopment Fund Program Obligations, the Commercial Redevelopment Fund Program Obligations, the Gateway Project Obligations, the Medical Mart/Convention Center Obligations and the Steelyard Commons Obligations (see PARITY DEBT AND OTHER OBLIGATIONS Outstanding Parity Obligations). The most significant amounts of Nontax Revenues in the County's General Fund that are pledged for these purposes are derived from charges for services, investment earnings, intergovernmental grants and reimbursements, fines and forfeitures and license and permit fees. Historical Collections. The following table summarizes historical collections for the past five years and projected for 2013 of certain of the more significant sources of funds identified by the County from its General Fund as Nontax Revenues (rounded to the nearest $1,000). No assurance can be given that the full amount of such collections will be available to pay debt service charges on the Bonds. Moreover, no assurance can be given that the collection of such Nontax Revenues will remain at the levels historically collected by the County. Amounts shown for 2013 are estimated as of September 1, Charges for Investment Intergovern- Fines and Year Services (a) Earnings (b) mental (c) Forfeitures Other (d) Total 2008 $50,137,000 $29,659,000 $ 5,896,000 $10,823,000 $ 9,106,000 $105,621, ,004,000 21,064,000 10,729,000 9,052,000 15,712,000 95,561, ,126,000 18,040,000 9,023,000 11,073,000 17,781,000 94,043, ,947,000 12,526,000 4,933,000 9,654,000 10,618,000 74,678, ,339,000 6,638,000 9,755,000 9,376,000 5,340,000 75,448, (e) 49,867,000 3,350,000 8,770,000 9,953,000 6,669,000 78,609,000 (a) (b) (c) (d) (e) Includes real property transfer fees of $3,321,000 in 2008, $2,445,000 in 2009, $2,231,000 in 2010, $2,347,464 in 2011, $2,938,745 in 2012 and $3,306,604 (projected) in Decreases commencing in 2009 are principally attributable to the sustained period of historically low short-term interest rates. Intergovernmental revenue excludes Local Government Fund allocations and State property tax reimbursement revenues. Includes one-time revenue of $9.6 million in 2010 from a legal settlement and a restitution payment of $3.6 million in Projected. Charges for Services. In Fiscal Year 2012, over 63.4% of the County s Nontax Revenues identified above was derived from charges for services. The revenue derived from charges for services comes primarily from the following: a) Fees charged by the Treasurer and the Fiscal Officer for the collection of taxes for all of the political subdivisions within the County, as authorized by Revised Code Sections , and ; b) Fees charged by the Board of Elections of candidates running for offices and charges to political subdivisions for election services provided at polling places authorized by Revised Code Sections , and ; c) Fiscal Officer property transfer fees on the conveyance of real property charged pursuant to Revised Code Sections and (F)(3); 6

13 d) Fiscal Officer filing, garnishment, photocopying and other administrative fees authorized by Revised Code Sections , and ; e) Fees charged by the Fiscal Officer for recording, certifying and indexing instruments, deeds and mortgages authorized by Revised Code Sections and ; f) Fees charged by the Clerk of Courts and various courts for arbitrations, child support administration and child and school placements, and various filing fees charged pursuant to Revised Code Sections , , and ; g) Any excess amounts in the Certificate of Title Administration Fund that are transferred to the County s General Fund; h) County Sheriff fees permitted by Revised Code Section ; i) Coroner fees for reports and records permitted by Revised Code Section ; j) Fees for housing federal and state prisoners in the County jail pursuant to County Board Resolution and ; k) Chargebacks to federal agencies and County departments for providing General Fund services; l) Fees for collection of delinquent child support payments authorized by Revised Code Section (c); and m) Other charges for services. Investment Earnings. In Fiscal Year 2012, the amount of investment income transferred by the County to its General Fund constituted approximately 4.3% of the County s Nontax Revenues. The Treasurer invests County funds pursuant to Revised Code Chapter 135, and the County then transfers funds from its Investment Earnings Trust and Agency Account and other interest earning accounts to its General Fund in such amounts as the County deems appropriate. Intergovernmental Grants and Reimbursements. In Fiscal Year 2012, intergovernmental grants and reimbursements constituted approximately 11.1% of the County s Nontax Revenues. This revenue is derived primarily from State reimbursements for costs associated with operating the Public Defender s Commission and providing indigent legal services or assigned counsel pursuant to Revised Code Sections , and Fines and Forfeitures. Fines and forfeitures constituted approximately 12.7% of the County s Nontax Revenues in Fiscal Year These moneys are derived primarily from fines, fees and costs for the operation of the various courts pursuant to Revised Code Chapters 4513 and 4511 and Revised Code Sections , and

14 Other. In Fiscal Year 2012, other sources, including revenues from rents received for occupancy of County buildings, miscellaneous refunds and reimbursements and unclaimed funds, constituted approximately 8.5% of the County s Nontax Revenues. Special Funds The Authorizing Legislation establishes the Treasurer Account and the Bond Service Fund, including the Bond Service Account and the Bond Reserve Account therein, all of which are maintained by the County. All the proceeds from the sale of the Bonds received by the County are deposited in the Treasurer Account and used as follows: First, to be transferred and deposited into the Bond Reserve Account, an amount equal to the largest annual payment of debt service due on the Bonds in any year; Second, to be deposited into the Bond Service Account, an amount equal to the interest due on the Bonds in the years 2014 and 2015; Third, to pay the County a one-time issue fee of $20,000; Fourth, to pay costs of issuance of the Bonds incurred by the County; Fifth, to pay costs of the Project; and Sixth, to be transferred and deposited into the Bond Service Account upon the occurrence of the earlier of (i) receipt of notice of the completion of the Project or (ii) the third anniversary of the issuance of the Bonds. The County has covenanted and agreed that it shall deposit Nontax Revenues into the Bond Service Account sufficient, together with the amount then on deposit therein, to pay debt service on the Bonds when due. The County expects payments from the City pursuant to a Tax Increment Financing Cooperative Agreement by and among the County, the City and Optima 777, LLC (the Cooperative Agreement ) will be sufficient to pay debt service on the Bonds when due. The County has further covenanted and agreed that to the extent amounts derived from payments from the City pursuant to the Cooperative Agreement are available that it will replenish the Bond Reserve Account to the Bond Reserve Requirement if a deficiency occurs. The County has no obligations to use any funds other than the amounts derived pursuant to the Cooperative Agreement to replenish the Bond Reserve Account to the Bond Reserve Requirement, and there is no representation or warranty that such amounts will be available and/or sufficient to replenish the Bond Reserve Account. The amount on deposit in the Bond Reserve Account shall be transferred to the Bond Service Account: (i) if certain annual payments from the City pursuant to the Cooperative Agreement plus amounts then available in the Bond Service Account are less than the amount of the debt service due on the Bonds in that year, or (ii) if the aggregate amount on deposit in the Bond Service Account and the Bond Reserve Account is sufficient to pay all the debt service on the Bonds. 8

15 Earnings from the deposit of amounts on deposit in the Bond Service Fund are deposited into the Bond Service Account. General PARITY AND OTHER NONTAX REVENUE OBLIGATIONS The Authorizing Legislation permits the County to incur additional obligations (referred to as Parity Obligations) secured by a pledge of the Nontax Revenues (except the Project Revenues) on parity with the pledge securing the Bonds. In addition, the County has and may make a subordinate pledge of Nontax Revenues (except the Project Revenues) to secure other obligations. Parity Obligations may be issued for any lawful purpose. However, pursuant to the Authorizing Legislation, prior to the issuance of any additional Parity Obligations, the Fiscal Officer must certify to Council that the average annual Nontax Revenues for the three most recent calendar years preceding the date of the certification will aggregate in an amount not less than 150% of the largest amount required to (i) pay the debt service on the Bonds in any succeeding year and (ii) pay all required payments on such proposed Parity Obligation and any outstanding Parity Obligations due in any succeeding year. Any other obligations that do not constitute Parity Obligations issued by the County and that are payable, in whole or in part, from Nontax Revenues of the County would be subordinate to the payment of the Bonds and any Parity Obligations. Outstanding Parity Obligations The County s outstanding Parity Debt consists of the following: Brownfield Redevelopment Fund Program Obligations. The County has established its Brownfield Redevelopment Program (the Brownfield Redevelopment Program ) to lend money to municipalities and private entities to assist with the payment of costs of environmental and other costs of acquiring and redeveloping abandoned, idled or underutilized commercial, industrial and institutional properties within the County, and the County has issued its Taxable Economic Development Revenue Refunding Bonds, Series 2004C and Series 2010A (Brownfield Redevelopment Fund Project) (the Brownfield Bonds ) to provide funds to finance and refinance costs of the Brownfield Redevelopment Program. Certain of the Brownfield Bonds remain outstanding and are secured, in part, by a pledge of the County s Nontax Revenues. Under the terms of the indenture securing the Brownfield Bonds, the County has agreed to appropriate and deposit into a pledged fund held by a trustee annually in each year while any of the Brownfield Bonds are outstanding an amount of Nontax Revenues sufficient, together with other moneys deposited previously and remaining in that fund, to pay debt service on the Brownfield Bonds in that year. The County expects that a substantial portion of the debt service on the Brownfield Bonds will, in fact, be paid from Nontax Revenues of the County. The final maturity of the Brownfield Bonds is June 1, See Parity Obligation Debt Service Schedule below. 9

16 Commercial Redevelopment Fund Program Obligations. The County has established its Commercial Redevelopment Program ( Commercial Redevelopment Program ) to lend money to municipalities and private entities to assist with the payment of costs of acquiring and redeveloping abandoned, idled or underutilized commercial, industrial and institutional costs within the County. The County has issued its Taxable Economic Development Revenue Refunding Bonds, Series 2010B (Commercial Redevelopment Fund Project) (the Commercial Redevelopment Bonds ) to provide funds to finance costs of the Commercial Redevelopment Program. The Commercial Redevelopment Bonds are secured, in part, by a pledge of the County s Nontax Revenues. Under the terms of the indenture securing the Commercial Redevelopment Bonds, the County has agreed to appropriate and deposit into a pledged fund held by a trustee annually in each year while any of the Commercial Redevelopment Bonds are outstanding an amount of Nontax Revenues, sufficient, together with any other moneys deposited previously and remaining in that fund, to pay debt service on the Commercial Redevelopment Bonds in that year. The County expects that a substantial portion of the debt service on the Commercial Redevelopment Bonds will, in fact be paid from Nontax Revenues of the County. The final maturity of the Commercial Redevelopment Bonds is June 1, See Parity Obligation Debt Service Schedule below. Gateway Project Obligations. The County issued its Taxable Economic Development Revenue Bonds, Series 1992A (Gateway Arena Project), Taxable Economic Development Revenue Refunding Bonds, Series 2004A (Gateway Arena Project) and Taxable Economic Development Revenue Refunding Bonds, Series 2010C (Gateway Arena Project) (collectively, the Gateway Bonds ) for the purpose of financing or refunding bonds previously issued to finance a portion of the costs of the construction, equipping and furnishing of an enclosed multipurpose arena containing approximately 20,000 seats, located in the downtown area of the City and currently known as Quicken Loans Arena. Under the terms of the indenture securing the Gateway Bonds, the County has agreed to appropriate and deposit into a pledged fund held by a trustee annually in each year while any of the Gateway Bonds are outstanding an amount of Nontax Revenues sufficient, together with other moneys deposited previously and remaining in that fund, to pay debt service on the Gateway Bonds in that year. Debt service on the Gateway Bonds to date has been paid principally from nontax revenues of the County, with some offset from moneys from the other pledged sources. The final maturity of the Gateway Bonds is June 1, The County expects that substantial portions of the debt service on the Gateway Bonds will, in fact, continue to be paid from Nontax Revenues of the County. See Parity Obligation Debt Service Schedule below. Global Center for Health Innovation/Convention Center Obligations. The County recently completed a major integrated facility to include exhibition space and showrooms for medical devices and equipment and related functions and exhibition, tradeshow and conference facilities, meeting rooms and related functions. The project, originally referred to as the Medical Mart and Convention Center, has recently been renamed as the Global Center for Health Innovation and Cleveland Convention Center. To pay a portion of the estimated $465 million cost of that facility, the County issued its Recovery Zone Economic Development Revenue Bonds, Series 2010E (Medical Mart/Convention Center Project) (Federally Taxable Build America Bonds Direct Payment), Recovery Zone Facility Economic Development Revenue Bonds, Series 2010F (Medical Mart/Convention Center Project) and Taxable Economic Development Bonds, Series 2010G (Medical Mart/Convention Center Project) (collectively, the 10

17 Medical Mart/Convention Center Bonds ). The Medical Mart/Convention Center Bonds are secured, in part, by a pledge of the County s Nontax Revenues, including certain monthly payments to be made by the developer of the Medical Mart/Convention Center Project. Under the terms of the indenture securing the Medical Mart/Convention Center Bonds, the County has agreed to appropriate and deposit into a pledged fund held by a trustee annually in each year while any of the Medical Mart/Convention Center Bonds are outstanding an amount of Nontax Revenues sufficient, together with other moneys deposited previously and remaining in that fund, to pay debt service on the Medical Mart/Convention Center Bonds in that year. The County expects that the debt service on the Medical Mart/Convention Center Bonds will be paid from revenues generated from the facility. The final maturity of the Medical Mart/Convention Center Bonds is December 1, See Parity Obligation Debt Service Schedule below. Steelyard Commons Obligations. On October 30, 2013, the County issued its $4,205,000 Taxable Economic Development Revenue Bonds, Series 2013A (Steelyard Commons Project) (the Steelyard Commons Obligations ) to provide funds to pay a portion of the costs of constructing approximately 100,000 square feet of retail facilities, adjacent parking and other necessary appurtenances that will comprise a part of the second phase of Steelyard Commons, a retail shopping center located at the intersection of Interstate Highway 71 and Jennings Freeway along the western edge of the City s industrial valley. Pursuant to its legislation authorizing the Steelyard Commons Obligations, the County covenanted and agreed to annually pay from its Nontax Revenues the debt service on the Steelyard Commons Obligations. The County expects the debt service on the Steelyard Commons Obligations will be paid from amounts received from the City pursuant to a tax increment financing cooperative agreement among the County, the City and the owners of the Steelyard Commons and related entities. See Parity Obligation Debt Service Schedule below. (This Space Intentionally Left Blank) 11

18 Parity Obligation Debt Service Schedule Fiscal Year The Bonds Brownfield Bonds Commercial Redevelopment Bonds Gateway Bonds Medical Mart/ Convention Center Bonds Steelyard Commons Bonds Total 2013 $ 0 $2,618, $893, $9,530, $31,161, $ 0 $ 44,204, , ,619, , ,212, ,658, , ,923, , ,623, , ,898, ,660, , ,652, , ,625, , ,832, ,661, , ,579, , ,620, , ,802, ,976, , ,983, , ,619, , ,774, ,979, , ,956, , ,383, , ,737, ,973, , ,672, , ,374, , ,700, ,844, , ,499, , ,373, , ,662, ,824, , ,443, , ,373, , ,623, ,826, , ,408, , ,380, , ,561, ,847, , ,365, , ,373, , ,834, , ,782, , ,382, , ,834, , ,797, , ,394, , ,835, , ,806, , ,388, , ,845, , ,815, , ,384, , , ,962, , ,381, , , ,961, , ,379, , , ,962, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , Other Nontax Revenue Obligations In connection with certain Stadium Revenue Refunding Bonds, Series 2004A (the Stadium Bonds ), issued by Gateway Economic Development Corporation of Greater Cleveland to refinance costs of the Progressive Field (formerly known as Jacobs Field) baseball stadium, the County provided a guaranty for the payment of debt service on the Stadium Bonds. The Stadium Bonds are currently outstanding in the aggregate principal amount of $3,255,000. The guaranty is renewable annually by the County upon sufficient appropriations being made to pay the guaranteed debt service due and payable in that year, and the guaranty will terminate by its terms if it is not renewed by the County. The guaranty is payable solely from the Nontax Revenues of the County, and the obligation of the County is not secured by any pledge or security interest. The County has made appropriations for the amounts due under the guaranty since issued; however, since revenues from other funds pledged to the Stadium Bonds have been sufficient to pay debt service on the Stadium Bonds, the County has not made any payments under the guaranty. Principal of the Stadium Bonds has been and will be payable on September 15 in each of the years from 1994 through The maximum remaining annual debt service on the Stadium Bonds is $3,255,000 in The County has issued its Taxable Economic Development Revenue Refunding Bonds Series 2010D (Shaker Square Project) (the Shaker Square Bonds ), to provide funds to refinance amounts originally borrowed in 2000 for the purpose of making a loan to pay a portion 12

19 of the cost of improvements to the Shaker Square Complex, a commercial shopping district. That $21.6 million redevelopment project was to assist in revitalizing the surrounding neighborhoods. The Shaker Square Bonds are secured, in part, by a pledge of the County s Nontax Revenues in a maximum annual amount of $370,375. The debt service on the Shaker Square Bonds is to be paid from the Nontax Revenues of the County only to the extent that tax increment financing service payments received by the City (which was also a participant in the financing of the Shaker Square Project) are insufficient for the purpose; however, Council is to appropriate annually the amount to pay all of the annual debt service on the Shaker Square Bonds. The County expects, based on valuation reductions, that the tax increment financing service payments will not cover the full amount of the debt service in future years and the County will be required to pay a portion of the annual debt service on the Shaker Bonds from Nontax Revenues. In 2012, the County paid $124,262 of the debt service on the Shaker Square Bonds. The final maturity of the Shaker Square Bonds is December 1, Future Parity and Other Nontax Revenue Obligations The County anticipates issuing taxable short-term special obligation bond anticipation notes in 2014 that will be payable solely from certain identified Nontax Revenues. The proceeds of the proposed notes will be used to fund a first round of loans (currently estimated at $20 million) to a wide array of local economic development projects. Flats Obligations. The County expects to issue approximately $17,000,000 of special obligations (the Flats Bonds ) in the first quarter of 2014 for the purpose of financing a portion of the costs of the acquisition, construction, reconstruction, enlargement, improvement, furnishing and equipping of a project consisting of approximately 235,000 square feet of residential units and approximately 80,000 square feet of ground level retail and restaurant space, and related parking and infrastructure situated on an approximately 17-acre parcel located on the banks of the Cuyahoga River in the downtown area of Cleveland. Pursuant to the indenture securing the Flats Bonds, debt service on the Flats Bonds is payable solely from revenues associated with the project. However, in connection with the issuance of the Flats Bonds, the County expects to provide a guaranty for the payment of debt service on the Flats Bonds. The guaranty will be renewable annually by the County upon the appropriations of funds sufficient to pay the scheduled debt service on the Flats Bonds due in that year, and the guaranty will terminate if the County fails to appropriate such funds. The County s failure to appropriate funds is not an event of default under the indenture. The obligation of the County under the guaranty is not secured by any pledge or security interest. The expectation is that revenues associated with the project will be sufficient to pay the debt service on the Flats Bonds. General DESCRIPTION OF PROJECT The Project is the renovation of a 23-story hotel consisting of 484 rooms, a full service restaurant and coffee shop, together with appropriate appurtenances. When completed, the Project will operate as a Westin Hotel. 13

20 The Project is located at 777 St. Clair Avenue in the City s downtown and near the Global Center for Health Innovation and Cleveland Convention Center. The total cost of the Project is estimated to be in excess of $82 million Construction of the Project commenced in 2012 and is expected to be completed by June THE COUNTY Certain information relating to the County, County government and financial matters is set forth in APPENDIX A THE COUNTY. LEGAL MATTERS Certain legal matters incident to the issuance of the Bonds and with regard to the taxexempt status of the interest on the Bonds (see TAX MATTERS) are subject to opinions of Benesch, Friedlander, Coplan & Aronoff LLP, whose legal services as Bond Counsel have been retained by the County. Those opinions, dated and premised on law in effect on the date of issuance of the Bonds, will be delivered to the County and Underwriter at the time of the original delivery of the Bonds and will be printed on the Bonds. The proposed text of the opinions is set forth as EXHIBIT A PROPOSED TEXT OF LEGAL OPINIONS. The legal opinions to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinions will speak only as of their date, and subsequent distribution of them by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters opined upon subsequent to their date. Bond Counsel has assisted in drafting those portions of this Official Statement under the captions CERTAIN TERMS OF THE BONDS (excluding the information concerning the book-entry system), SECURITY AND SOURCES OF PAYMENT and TAX MATTERS. Bond Counsel and others, including the Underwriter and the Financial Advisor, have assisted the County with its preparation of certain other portions of this Official Statement. Bond Counsel and those other parties, however, have not been engaged to, and will not, independently confirm or verify that information or any other information provided by the County or others, and will not express an opinion as to the accuracy, completeness or fairness of any such information or any other reports, financial information, offering or disclosure documents or other information pertaining to the Bonds that may be prepared or made available by the County or others to potential or actual purchasers, owners or Beneficial Owners of the Bonds, or to others. In addition to rendering its opinions, Bond Counsel will assist in the preparation of and advise the County concerning documents for the bond transcript. The County has also retained the legal services of Bond Counsel from time to time in connection with matters unrelated to the Bonds. Benesch, Friedlander, Coplan & Aronoff LLP also serves as bond counsel for one or more of the political subdivisions located within the County. 14