CITY OF PANAMA CITY DOWNTOWN MARINA REDEVELOPMENT PROJECT

Transcription

1 CITY OF PANAMA CITY DOWNTOWN MARINA REDEVELOPMENT PROJECT Response to: Questions for Developer Discussions & Reponses Submitted by CITY OF PANAMA CITY MCM-BAP, LLC SEPTEMBER 29, 2014

2 City of Panama City, Downtown Marina Redevelopment Project Questions for developer discussions and responses August 28, 2014 MCM-BAP,LLC Responses Summary and key points of interest Party assuming the responsibility and role of developer. The experience of that party in like roles. Financial condition of that person or related responsible parties. Likely sources of funding, in terms of equity and debt. Party generally responsible for overseeing the project [project manager] if such party is different than, or operating in conjunction with, the developer. The experience of that party in like roles. Primary team members. Their experience in like roles. Project experiences that reflect on the current proposal and the role of each specific team member. Good experiences, bad experiences, and challenges with these projects lessons learned. General experience with public private endeavors such as the present. Vision of the project in terms of its impacts on the downtown. Procedural concerns All of these Summary and key points of interest are detailed below Financial role of general partners, developer and other responsible parties Who are the likely general and limited partners on the venture as you anticipate it? MCM BAP, LLC., (hereinafter MCM BAP ), a Florida Limited Liability Corporation, which represents a joint venture between Munilla Construction Management, LLC d/b/a MCM (MCM) and Bermello, Ajamil and Partners, Inc. (B&A) to develop MARINA PARK. MCM BAP is also joined by the Winokur Group in this response as an associate investor. What is the current financial condition of the general partners? Of the developer? The JV Partners have experienced stable growth over the last ten years. MCM as General Contractor is the 5 th largest Hispanic owned general contractor in the United States with a bonding capacity of more than one (1) billion dollars; and with offices in Florida, Texas and the Republic of Panama. MCM is the lead or principal partner and will provide performance bond completion guarantee and payment performance bond on the project s works. To whom specifically will the city be looking for financial accountability? MCM BAP, a Joint Venture between MCM General Contractors and Bermello Ajamil & Partners, Page 1 of 14

3 Inc., an international Architecture and Engineering Firm. Have any of the above people experienced any material financial difficulties and/or received substantial modifications to any financial terms, ? MCM BAP, LLC is a joint venture created last year. Both MCM and B&A are privately held corporations. Both entities are profitable and financially solid. Are the above people now current on their financial obligations? Yes, both entities are current in their financial obligations. Any other major financial disclosures that you believe should be made? Both JV Firms are ranked by ENR. Names(s), phone numbers and other contact, information for all of these parties. Mr. Pedro Munilla Managing Member 6201 SW 70 ST, 2nd Floor Miami, FL pmunilla@mcm us.com Mr. Willy A. Bermello, Co Managing Member 2601 South Bayshore Drive, Miami, FL wbermello@bermelloajamil.com Needed: banking references for the developer and key financial partners (need approval form). See Section 5 REFERENCES, Page 34 of MCM BAP Proposal a. Maurici Llado, Executive Director, Sabadell Bank b. Adolfo Henriquez, Chairman, Gibraltar Bank c. Raul Valdes Fauli Jr., President, Professional Bank d. Chuck Nielson, President, Nielson, Hoover & Associates e. Eduardo M. Balcazar, Sr. Vice President, Suntrust Bank Additional role(s) of the above parties How will any of the above people be involved in the day to day implementation, coordination or management of any project components? Mr. Munilla and Mr. Bermello will provide direction and guide the team s policy formulation. Mr. Bermello will serve as the Project Director and Mr. Erick Valderrama of MCM will serve as the project manager. Legal structure Has a specific legal entity already been created? Yes, MCM BAP, LLC. MCM BAP, LLC., (hereinafter MCM BAP ), a Florida Limited Liability Corporation, which represents a joint venture between Munilla Construction Management, LLC d/b/a MCM (MCM) and Bermello, Ajamil and Partners, Inc. (B&A) to develop MARINA PARK. MCM BAP is Page 2 of 14

4 also joined by the Winokur Group in this response as an associate investor. What is the entity s Legal name, type, and state of organization? MCM BAP, LLC, Limited Liability Corporation Is there a relevant trade name? MCM BAP How does this entity relate to the persons or parties reported above? The trade name reflects the joint venture of the existing companies of MCM and BAP. Trade name if different? Not applicable. Financial structure What is the likely financial structure, reflecting on this specific proposal or like projects in which you have been involved? Please see Marina Park Proposal submitted by MCM BAP LLC, July 1, See Section 4, Pages 16 through 19. MCM/BAP expects to enter into a long term land lease agreement with a minimum term of 50 years with two (2) 25 year renewal options. The to be negotiated terms and conditions would be structured around a minimum base rent with a percentage of gross revenues. Are there reasonable expectations at this point for the sources of debt or equity? We envision a tax exempt/taxable structure with financing arranged through a public bond offering. How do the above parties relate to these questions in terms of their participation or contributions to debt, equity or general financing commitments? The various principals in the project whether related to the commercial, residential, or hospitality space will be responsible for equity and guarantees related to each project component. Prior experience of developer As a developer, what are 4 5 projects that are most relevant to what you hope to accomplish here? Please see Marina Park Proposal submitted by MCM BAP LLC, July 1, See Section 4, Pages 16 through 19. How do these compare in terms of size, likely cost, financing or funding, components, and objectives? The projects outlined in our proposal are similar in size and scope. Reflecting on your experience as a developer, what single project that you have been involved with or studied thoroughly might be most instructive for the City? From a financing perspective City Place in West Palm Beach, whose structure was the brainchild of Dunlap and Associates, comes closest to Marina Park. What is probably your most successful project? Why? Our most successful project was 610 Clematis in West Palm Beach, Florida. We hit the market at the right time in 2002 with a low land basis with a new product just next to City Place; and achieved price Page 3 of 14

5 points never previously achieved in the region. This was due to proper project placement. What is your least successful project? Why? These were Onyx 2 and Premiere Towers, two projects that we had to sell in 2008 due to market conditions. Specific experience in a visible public or institutional setting? Please see Marina Park Proposal submitted by MCM BAP LLC, July 1, See Section 3.A, page 11 and page 12 Specific experience in a redevelopment setting? Bermello Ajamil & Partners has carried out numerous redevelopment projects in South Florida and has worked with numerous CRAs. Please see attached B&A brochure. Specific experience dealing with waterfront properties and environmentally sensitive contexts? Bermello Ajamil & Partners Inc. is recognized as a leading national and international firm in the master planning, design and development of urban waterfronts. Our waterfront experience ranges from the design of marinas; the design of cruise ports; waterfront redevelopment; waterfront properties master plans. Attached is B&A s waterfront and maritime portfolio of successful projects. Project management Whom do you envision as the project manager responsible for day to day oversight and coordination of development activities? Mr. Erick Valderrama, MCM Name, address, phone number and other contact information for that person Mr. Erick Valderrama Planning and Construction Manager MCM Construction 6201 SW 70 ST, 2nd Floor Miami, FL , Cell ev@mcm-us.com; evalderrama@mcmcorp.com Is this the party with whom the City will interface routinely? Yes How will decisions of this person be made? Will they be independent and immediate or board and owner driven and determined? Mr. Valderrama will report to Mr. Bermello as Project Director and Mr. Alfredo Sanchez, Deputy Director. Page 4 of 14

6 Has this person already been engaged or is this a prospective hire based on your selection? Mr. Valderrama is a Vice President of MCM. Specific and relevant experience? Mr. Valderrama s Curriculum Vitae is attached. Redevelopment or highly visible public experience? See above. Specific experience dealing with waterfront properties and environmental sensitive contexts? See above. What is the person presently doing? Mr. Valderrama has similar duties in one (1) other P3 at MCM, and has the time allocated to fully commit to Marina Park as of January 2015 if MCM BAP is awarded the lease concession. Collective team experience and interface Who are the other key members and specifically what will they be expected to achieve? Willy Bermello AIA, AICP Project Director Jorge Munilla, CGC Executive Committee Pedro Munilla Executive Committee Erick Valderrama, CGC Project Manager Alfredo Sanchez Deputy Project Director What is it expected that they will be doing? Management duties to carry out the day to day project responsibilities on behalf of MCM BAP. Prior experience of key members What projects have engaged most or all of the full team as described here? Please see Marina Park Proposal submitted by MCM BAP LLC, July 1, See Section 4, Pages 16 through 19. What 4 5 projects of each key team member best illustrate the functioning roles of those same people in the current venture? Please see Marina Park Proposal submitted by MCM BAP LLC, July 1, See Section 4, Pages 16 through 19. Which of these involved public private or redevelopment initiatives? The form and challenges of these? Page 5 of 14

7 One of our Development Team members, Dunlap and Associates, has been involved in several CRA issues throughout the State of Florida. These include the City Walk Project in Daytona Beach, which also included an expansion of the City s Marina, over $175M of CRA financing for the City of West Palm Beach which included tax exempt financing for improvements along Flagler Avenue on the Intercostal Waterway, CRA projects in Orlando, Ft. Lauderdale and Naples, Florida. The Orlando Project involved improvements to the downtown Church Street area, the Ft. Lauderdale project included parking and other improvements along the Atlantic Ocean on A1A. The Naples project included dredging of the canals in the area for enhance the boat travel. Specific experience dealing with waterfront properties and environmental sensitive contexts? Bermello Ajamil & Partners Inc. is recognized as a leading national and international firm in the master planning, design and development of urban waterfronts. Our waterfront experience ranges from the design of marinas; the design of cruise ports; waterfront redevelopment; waterfront properties master plans. Attached is B&A s waterfront and maritime portfolio of successful projects. For the projects above, context and setting in which the developer or team members took an active role How do the above examples strategically relate to the proposal you have outlined? Similar in scope and character. Do you as the developer, or do any likely financial partners, still retain an interest of some kind in the above projects? No. Under what circumstances may these have been divested? In some cases the residential and mixed us projects listed our exit took place at the transfer to the HOA where past the 90% threshold in closings. What was the outcome in these other settings? Other cases involved design/build turnkey structures; Fee development scenarios, etc. Have these stimulated or been associated with other development(s) done by you or other parties? Yes, both 610 Clematis in West Palm Beach, SBS Tower in Coconut Grove, Summit Brickell in West Brickell, Miami, were all transformational projects serving as catalysts for urban redevelopment of the surrounding neighborhood environment. How were these examples funded and financed? Done by Dunlap Associates, a Development Team member, the City Place Project has many similar characteristics as the Panama City Project. It involved a CRA and Special Assessment financing structure while at the same time, we were able to achieve an investment grade rating through a Debt Service Reserve Fund Guaranty Agreement provided by the City of West Palm Beach. I would envision a similar structure in Panama City. We would envision a tax exempt/taxable structure similar to the City Place project. Financing could be arranged through a bank loan or a public bond offering, depending on the willingness of the City to offer certain guarantees similar to the one that West Palm Page 6 of 14

8 Beach provided on the City Place project. Are those financial vehicles relevant today? Yes they are still relevant and available. Are those financial resources available in this context? Yes they are still relevant and available. Exposure to public private ventures however defined? Please refer to page 11 in the proposal. Public-private What is the experience of the developer or project manager in implementing or coordinating public private partnerships, however you define the concept? Please refer to page 11 of the proposal. How have these functioned? Please refer to page 11 of the proposal. What worked well and what didn t? Both have been highly successful ventures. Please refer to page 11 in the proposal. What do you envision as the ideal structural arrangement? For this project it would be a long term land lease. Has the developer or project manager operated under the terms of a development agreement with a public entity? Yes, some years ago BAP built a city road adjoining on of its projects, a mixed use residential commercial project, The Aston and located in the Coral Way corridor of Miami. Following completion the City of Miami reimbursed the Developer through a CDBG Grant. In the context of such agreements as the above, how have you approached shared maintenance, joint use, or other potentially competing or complementing development and operational considerations? Under the Aston project BAP was responsible for a DOT type project, responsible for road maintenance until reimbursement. At this point, what might be the key elements to address in this development agreement? The City s willingness and ability to offer certain guarantees with a tax exempt/taxable structure vehicle. Page 7 of 14

9 How might a land lease affect your project or your thinking about the concept? Manageable terms? That is exactly what we envision, a long term land lease. Needed: references of appropriate pubic bodies or agencies for the developer and key team members speaking to these matters (need approval form). Mr. Tony Vu, Treasurer, Florida International University S.W. 8th Street Miami, Florida pvu@fiu.edu Mr. Roman Martinez, Facilities Director, Miami Dade College SW 104 Street Room 9254 Miami, FL RMartin9@mdc.edu Mr. Tomas Regalado, Mayor, City of Miami. City Hall 3500 Pan American Drive Miami, FL (305) TRegalado@ci.miami.fl.us Location specific How do you envision the current project affecting the future of downtown? Marina Park is a key project for the future redevelopment of Panama City s Downtown; it anchors the south western edge of Panama City s Downtown. Our Marina Park concept is an extension of Downtown and the current design concept as proposed reflects this. From an urban design stand point Harrison Street extends into the project as its central spine, with a landscaped median with a double row of madjool palms creating both a pedestrian access connection to the waterfront, while preserving important view corridors. The proposed development will work to affect the future of downtown in two ways: 1. The implementation of the project represents the enhanced support of the City to the development of a more vibrant and wide ranging Panama City Downtown. The implementation of this substantial Public Private Partnership represents the belief, trust, and commitment to a Page 8 of 14

10 rejuvenated active Panama City Downtown by both the private sector and the public sector; an investment in hundreds of millions of dollars. This is of substantial significance and signals other investors and property owners of a new shared vision to benefit all. 2. We believe that the project, to have a real impact on Downtown Panama City, must include a varied and substantive program marina, public uses, hospitality, entertainment, the right amount of retail, parking and open space, that provides sufficient critical mass to create a major development impact on Panama City s Downtown. A new Convention Center and Exhibition Hall as well as a 2,500 Performing Arts Center, a 300 room hotel, a new marina, 1,200 parking spaces, and civic uses are proposed as part of the project among other uses. The proposed program and project has city wide and regional significance. As such Marina Park will attract a larger and more varied user base to the proposed activities and Downtown in general. The direct linkage to Harrison Street will allow spillover of activity into the Downtown. 3. The construction of this major project will provide an anchor of substantial activity on Panama City s Downtown Waterfront. This will promote additional development of presently vacant properties along the waterfront. Through additional coordination with public investments, these vacant parcels can create a very active Panama City Downtown Waterfront thus providing a continuous pedestrian and open space system to serve the residents of Panama City and Downtown. Through an expanded waterfront the area of Downtown under the influence of the project will be expanded. This will represent additional investment in the landside parcels of Downtown. What other pieces need to be implemented in the downtown to best leverage the proposed investment? We believe a comprehensive Downtown Master Plan should be developed as part of the major investment in Marina Park. Providing for the provision of a waterfront promenade to connect all major investments along the waterfront needs to happen. Investments in infrastructure need to be evaluated. Zoning and land use will need to form an integral part of any other pieces to be implemented in the Downtown. The MCM BAP Team along with Bermello Ajamil & Partners Inc. will provide planning assistance to generate a comprehensive Downtown Master Plan. Major obstacles to implementing the plan? The main obstacles to implementing the plan may lie in defining the correct concept that will create successful uses in the project. For example identifying the appropriately sized convention center/hotel for the out of state draw and determining how to attract the conventions (which will be needed to pay for hotel and the expanded civic center investments). Toledo Ohio s river walk was developed by Rouse and ultimately failed because the city did not attract the small to medium conventions. Other obstacles may be not understanding how to create a successful potential tourism oriented entertainment/recreation to attract to Downtown the three million plus tourists per year that visit Panama City Beach; or for that matter ensuring that there are sufficient amount of Page 9 of 14

11 quality retail and restaurants. Underpinning all of this is the performing arts center and its ultimate capacity as may be dictated by a comprehensive market study (CMS). Do you have other plans for downtown that you can disclose? While we have looked at other sites and the relationships of these sites to our proposed Marina Park Project, at this time we have not prepared specific plans for the totality of Downtown Panama City. The development of Marina Park should be accompanied by a comprehensive Panama City Historic Downtown Master Plan that addresses all issues of Downtown redevelopment in a holistic manner and in consonance with the proposed Marina Park Project. Bermello Ajamil & Partners Planning Group and its local and national associated consultants have substantial experience in Downtown Redevelopment. B&A will work to prepare a plan for additional investment in Downtown Panama City should the MCM BAP LLC Team be selected. What is the potential, or the challenge, to making the project bigger or smaller than you envisioned? We have envisioned Marina Park Concept as the correct fit for Downtown. Making the project smaller risks making it lack the critical mass necessary to make a real and substantive impact on the surrounding Downtown context; as well as on the adjacent waterfront properties. At this juncture we do not foresee making it smaller. As previously mentioned, this is a Concept Plan that is open to change once, if selected, we will proceed to further develop the Concept in consonance with the City and its citizens. How might you approach other parts of downtown to implement the specific proposal you outlined? First we must look at Panama City s Downtown as a totality; understand its specific orientation; learn how it relates to the surrounding context and Panama City overall; fully understand the role and potential of each section of Downtown; how each of the sectors that make up Downtown function in the present; envision how they may function in the future; and most of all how we need to effectively coordinate development with existing enterprises to reach the to be agreed upon intended goals. Understanding physical linkages will be critical as will be an understanding of demographics and regional context. A market analysis in this context will be very important to recommend specific proposals. Once we understand the issues and opportunities present for Downtown overall and its specific sectors, we can propose targeted actions and improvements to address the needs of the other parts of Downtown. Public investments and regulatory changes will be necessary. For example the creation of a continuous waterfront promenade will be crucial to link the Marina Park Concept to Downtown. This will be a public element to provide public access to the waterfront and provide for additional boat slips accessible to all. Let it be understood that public access and public open space is a crucial emphasis of our understanding and proposals for both Marina Park and the surrounding waterfront context. Another example would be consideration of development of ultra high speed net access technical center in the area slightly north of the ISARONA/Nat Heath complex. At this Concept Plan juncture we understand there is room for residential on the Marina Park site. Page 10 of 14

12 More important, there is a unique opportunity to provide waterfront residential development on surrounding parcels to the north and to the south; all outside the Marina Park Area. This will contribute to creating a public waterfront by providing activity and eyes on the street, a waterfront pedestrian street. If we look at the area of Beach Drive, there are large open waterfront tracts behind the Paul Brent Gallery and Hawk s Nest. These could be acquired and developed to provide adequate scale residential. Additionally we need to evaluate the potential location of a boat ramp to allow community access to boating and fishing. However, let us not forget that to the southeast there are also properties around the eastern end of Massilina Bayou that may be available. These sites would be ideal for the development of residential areas linked to, in support of, and supported by the future development of Marina Park. This augurs for a new, revitalized, livable and attractive new waterfront for the City of Panama Beach and it s Downtown. What scale is preferable? At this juncture the preferable scale for the proposed developments cannot be made. Considerations of image; roadway system carrying capacity; absorption rates of specific uses; and community preferences will play a major role in the selection of an appropriate scale for the redevelopment of Downtown. Are there opportunities to engage other developers or development entities with which you have had relevant experience(s) and may wish to participate here? Who are these parties, and how might that happen? The MCM BAP LLC Team has assembled an impressive list of team members that bring specific skills and knowledge in not only Public Private Partnerships, but also in finance and implementation of specific building types and uses such as: hotels, convention facilities, performing arts centers, marinas, public buildings, and residential. Our participating partners and consultants may be able to bring to the table an array of potential future investment for Downtown. Tenants or users Have you identified any prospective users or key tenants? Our team includes a number of specialists in the fields of marina design and operations, convention center design and operation as well as hotel and hospitality. We have not at present identified any potential tenants or prospective users. We have contacted major national chain hotel operators who have shown an interest and at this point have asked us to keep confidentiality. We believe that the key tenants need to be a mix of national and local operators to provide the project with an attractive mix of local talent and national experience. Most of all we must ascertain that a substantial amount of the revenues generated are kept within the community and that benefits of employment and investment accrue locally. Once the project moves forward and should our team be selected we will proceed to provide further contacts with operators and move to involve local businesses and the community in the process of project development. Why these specific parties? Page 11 of 14

13 Please see response above How do they connect to your larger vision? Please see response above Most challenging aspects of confirming the appropriate users? There are numerous parts to this project that range from convention facility, marina operation, performing arts center, retail and limited residential as it may. Each of these items presents its unique challenges. For example retail and entertainment will need to evaluate anchor tenants, adequate mix of retail and entertainment offerings, relationship to the other elements of the project etc. In cooperation with our specialist in each field we will carry out detailed analyses of what is required for success and provide the mix of uses that may be most relevant to the specific site and the project. Procedural What do you envision as the best set of procedures for completing these discussions and moving to a preferred developer? The City needs to do the following: 1. Establish a set of evaluation criteria with a point system that closely reflects the City s priorities and expectations; 2. The City needs to evaluate and rank the submissions, short list the top three (3) in a face to face workshop with the Council; 3. Select a preferred Developer to enter into negotiations for a definitive Development Agreement. How will you be making your decision to proceed or rethink the submission? 1. If the City follows a professionally conducted process as per the prior response; and 2. If we are top ranked; and 3. If the City s expectations and ours are on the same page with respect to both vision and financial structure and timeline, we will definitely proceed. What should be the next several steps? Why? The City needs to demonstrate that it has taken the time to read, analyze and preliminarily rank each proposal with specific comments and questions to be properly vetted as part of an interview process. What are the most pertinent criteria for making a selection? A combination of the financial offer and the team s capacity to deliver. How does timing affect your plans? Page 12 of 14

14 As long as a decision can be reached by the City no later than June 1 st, 2015, we remain fully committed to negotiating a Development Agreement with the City. Under the ideal set of circumstances, what would you expect from the City? 1. Professionalism; 2. Transparency; 3. Long term lease agreement; 4. Infrastructure commitment with respect to site work, utilities, and parking. What are your biggest concerns about the proposal itself, the process or the role of the City? The poorly defined process and municipal expectations is a serious concern. Where is the most risk? The loss of time due to inadequate documentation of expectations and protocol. How might the City contain that risk? Hire a professional development manager. How might the process or your proposal benefit from additional City planning or engagement? Our Concept Plan proposal must be developed in total coordination with the Panama City Planning Department involvement. The need for input and insight from those who have participated in the City s administration and development is important and crucial for the success of the project. We approach a project with an open mind and intellectual contributions from all are important. The development team must work seamlessly with the planning component. More so in light that a project of this nature will require regulatory changes; infrastructure investments including pedestrian and vehicular linkages to Downtown; regulatory changes outside the immediate project area; and most of all public acceptance that can only be obtained through continued collaborative efforts with the City. What might be the focus of that planning and engagement? As mentioned, the focus at this stage of Concept Plan may be composed of multiple engagements. For one, collaborating in the process of refining and making the necessary changes to the Concept Plan once we delve more deeply into the market feasibilities, community accessibility, program changes, and others as may be necessary. Another focus may be in assisting the development team and the consultant team in the process of public involvement and outreach. Jointly collaborating in the development of an overall Downtown Vision and Master Plan that takes into consideration Marina Park proposed improvements and changes. It is important to note that the concept drawing of the marina that we proposed is only a concept designed to elicit discussion and it not a design proposal. Until the over discussed engagements are completed we don t know how the participants value each of the components and the appropriate design of the marina itself. We believe it would be premature to layout a design until the goals are determined but want to stimulate thinking outside the box. It will also be important to jointly identify the existing regulatory parameters and develop the changes that may be required to implement the final mutually developed Master Plan within Marina Park and the desired improvements in Downtown overall. Have you considered what your further obligations may be to engage the public as part of the Page 13 of 14

15 current process? We have always understood that our Concept Plan must go through a process of public engagement and that this process will be critical to project implementation. Engaging the public, transparency and accountability, are all crucial in any project; and more so in projects that involve public lands, public investments, planning, or Public Private Partnership. The project needs to be vetted by the City s Elected Officials and as such it needs to be vetted by the community at large. Bermello Ajamil & Partners has a long track record of successful public involvement processes that have resulted in community acceptance of controversial projects; as well as projects with little controversy. We will listen, make changes and provide creative solutions that will meet our objectives and respond to community preferences. Most of all we will be accessible and responsive. We will do this through targeted one on one meetings with community leaders and stakeholders; sector specific public meetings; and city wide meetings as may be needed. Needless to say, the process of community outreach will affect the Concept Plan and will shape its final form. Page 14 of 14

16 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT

17 Case Study CityPlace Community Development District On December 15, 1998, the CityPlace Community Development District ( CDD) issued its $55,155, 000 Capital Improvement Revenuee Bonds, Series Dunlap & Associates, Inc. served as Financial Advisor to the City of West Palm Beach, Florida and was the Architect of this financing structure. The security for these Bonds was: 1. The Tax Increment Revenues of the CityPlace CRA. 2. Special Assessments levied by the CityPlace CDD located within the CityPlace CRA. 3. A pledge of up to $2 million per year from the existing West Palm Beach Downtown CRA (Coverage Revenues) 4. A Debt Service Reservee Fund (DSRF) Supportt Agreement from the City of West Palm Beach, Florida to reimburse the DSRF, if required, within 12 months from legally available non-ad valorem revenues of the City. This Support Agreement was never called upon to reimburse the Series 1998 Debt Service Reserve Fund. This was a springing covenant thatt was extinguished in On April 30, 2012, the CityPlace CDD issued its $39,890,000 Special Assessment and Revenue Refunding Bonds, Series Dunlap & Associates, Inc. due to our institutional knowledge of this transaction and its structure was asked to serve as the Financial Advisor for this refunding transactionn by the City of West Palm Beach.

18 ²» ± ² ±² ±º Ù»»²¾» ¹ Ì «¹ô Ðòßòô Þ±²¼ ݱ«²» ô «²¼»» ²¹ ô»¹«±² ô «²¹ ²¼ ½±«¼»½ ±² ²¼ «³ ²¹ ½±² ²«²¹ ½±³ ²½» ½» ² ½±ª»² ² ²¼» ½½«½ ±º ½» ²»»»² ±² ô ø ²»» ±²» Í»» îðïî Þ±²¼ ²± ¾» ²»³ ±º»º»»²½» º± «±» ±º» º»¼»» ² ª» ³ ² ³«³ ³ ±»¼ ±² ²¼ ª ¼«²¼ ½± ± ±² ô ø½ ²»» ±²» Í»» îðïî Þ±²¼ ¾» µ»² ² ± ½½±«² ² ¼»» ³ ² ²¹ ¼ ¼ ½²» ² ²¹ º±» «±» ±º ½±³ «²¹»» ² ª» ³ ² ³«³ ³ ±»¼ ±² ½» ² ½± ± ±² ô ²¼ ø¼» Í»» îðïî Þ±²¼ ²¼» ²½±³»»»±² ²± ¾» «¾»½ ± ±² «²¼»» ±º» Í» ±º Ú ± ¼ ô» ½»»»» ²¼» «²¼» Ý» îîðô ½±³»» ¼ ½«±² ±º»»½ ô»» þìßè ÓßÌÌÛÎÍòþ ÒÛÉ ÍÍËÛ ÞÑÑÕóÛÒÌÎÇ ÑÒÔÇ Î ²¹æ Ú ½ æ þßþ øí»» þîßì ÒÙþ»» ² üíçôèçðôððð Ý Ð ½» ݱ³³«² Ü»ª» ± ³»² Ü ½ Í»½ ß» ³»² ²¼ 못² λº«²¼ ²¹ Þ±²¼ ô Í»» îðïî Ü»¼æ Ü» ±º Üæ Ó ï ø ± ² ±²» ² ¼» ½±ª» Ì» Ý Ð ½» ݱ³³«² Ü»ª» ± ³»² Ü ½ Í»½ ß» ³»² ²¼ 못² λº«²¼ ²¹ Þ±²¼ ô Í»» îðïî ø» þí»» îðïî Þ±²¼ þ» «¾» ±² ² º¹»»¼ º± ³ô ±«½±«±² ô ² ¼»²±³ ² ±² ±º üëôððð ²¼ ²»¹ ³ ²» ½»»»±ºò Ì» Í»» îðïî ó¼ ³±² ô ¾»»³ ó ²²«±²» ½ Ó ï ²¼ Ò±ª»³¾» ïô ½±³³»²½ ²¹ Ò±ª»³¾» ïô îðïîò Ì» Í»» îðïî Þ±²¼ ô»² ¼ô ¾»»¹»»¼ ²» ² ³» ±º Ý»¼» ú ݱòô Þ±²¼± ²» ²¼ ²±³ ²»» º± Ì» Ü» ± ± Ì «Ý±³ ² øþüìýþ ô Ò» DZ µô Ò»» Í»» îðïî Þ±²¼ ¾» ¼ ¾ É» Ú ¹± Þ ²µô Ò ±² ß ±½ ±²ô Ö ½µ ±²ª»ô Ú ± ¼ ô » ø» þì »þ ¼»½ ± ÜÌÝ ÜÌÝ Ð ½ ² ±»½» ª» ³»² ±º» ²½ ±º ²¼ ²»» ±² «½ Þ±²¼ò Í»» þüûíýî ÐÌ ÑÒ ÑÚ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍ ó Þ±±µóÛ² Ѳ Í»³þ»» ²ò Ì» Í»» îðïî Þ±²¼» «¾»½ ± ³ ²¼ ± ²µ ²¹ º«²¼»¼»³ ±²» ³» ²¼ ²» ³±«²» º±»» ²ô ³±» º«¼» ½ ¾»¼»» ² «²¼»» ½ ±² þüûíýî ÐÌ ÑÒ ÑÚ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍ ó λ¼»³ ±² Ð ±ª ±² òþ Ì ½±ª» ¹» ½±² ² ½» ² ²º± ³ ±² º± «½µ»º»»²½» ±² ò ²± «³³ ±º» ò ²ª» ± ³ ¼»»²» Ì» Í»» îðïî Þ±²¼» ¾» ²¹ ¼ ¾ Ý Ð ½» ݱ³³«² Ü»ª» ± ³»² Ü ½ ø» þü ½ þ «²¼» ²¼ ««² ±» ˲ º± ³ ݱ³³«² Ü»ª» ± ³»² Ü ½ ß½ ±º ïçèðô Ý» ïçðô Ú ± ¼ Í ô ³»²¼»¼ ø» þß½ þ ²¼ Ó» Ì «²¼»² ô ¼»¼ ±º ß ïô îðïî ø» þó» ²¼»² þ ô º ±³» Ü ½ ±» Ì »ô ³»²¼»¼ ²¼ ³»²»¼ ¾ Ú Í³»² Ì «²¼»² ô ¼»¼ ±º ß ïô îðïîô º ±³» Ü ½ ±» Ì » ø» þú ͳ»² ²¼»² þ ø» Ó» ²¼»² ô ³»²¼»¼ ²¼ ³»²»¼ ¾» Ú Í³»² ²¼»² ô»» ² º»»º»»¼ ±» þ ²¼»² þ º±» «±» ±ºæ ø ½²»º«²¼ ²¹ ²¼»¼»»³ ²¹ ±º» ±«²¼ ²¹ ²½ ³±«² ±º» Ü ½ ù üëëôïëëôððð ² ² ²½ ³±«² ±º Ý Ð ½» ݱ³³«² Ü»ª» ± ³»² Ü ½ Ý ³ ±ª»³»² 못² Þ±²¼ ô Í»» ïççè ø» þð ± Þ±²¼ þ å ø º«²¼ ²¹» Í»» îðïî λ» ª» ß½½±«² ø ²¼» «²¹ ½» ²» ¾» «¾ ½ ³ ±ª»³»² ø ³±» ½«¼» ½ ¾»¼»» ²ô» þð ±»½ þ ô º«²¼»¼ λ» ª» ß½½±«² º±» Ð ± Þ±²¼ ô º«²¼»¼ ½»¼ ²»» ±²» Ð ± Þ±²¼ ¼«²¹»» ±¼ ±º ½±² «½ ±² ±º» Ð ±»½ ô ²¼ ¼ ½± ±º «²½»»»½ ±» Ð ± Þ±²¼ ò Ì» Í»» îðïî Þ±²¼»» «²¼ ¾»½¼ «²¼»» ²¼»² ¾»² «±² ²¼»¼¹» ±º»½ Ì» Í»» îðïî Þ±²¼» ¼¼ ±²»½¼ ¾ ³±«² ±² ¼» ± ² ½» ² º«²¼ ²¼ ½½±«² ô ½»»¼ ««² ±» ²¼»² ò Þ» ½ ݱ³³«² λ¼»ª» ± ³»² ß¹»²½ ø» þß¹»²½ þ ô» Ü ½»½» ª» ²¼»¼¹» ½» ² ²½»³»²»ª»² ½±»½»¼ ¾» ß¹»²½ ««² ±» ±ª ±² ±º Ð ±º Ý» ïêíô Ú ± ¼ Í ò ˲¼»» ²» ±½ ß¹»»³»² ô» Ü ½»²»¼ô ± ¹ ²» ³±«² ±º ß» ³»² ³ª» ½» ±» Í»» îðïî Þ±²¼ ò Í»» þíûýëî ÌÇ ÚÑÎ ßÒÜ ÍÑËÎÝÛ ÑÚ ÐßÇÓÛÒÌ ÑÚ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍþ ²¼ þþñòüøñôüûîíù Î ÍÕÍþ»» ²ò ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍ ßÎÛ ÐßÇßÞÔÛ ÚÎÑÓ ßÒÜ ÍÛÝËÎÛÜ ÞÇ ÍÛÎ ÛÍ îðïî ÐÔÛÜÙÛÜ ÎÛÊÛÒËÛÍô ßÍ ÍËÝØ ÌÛÎÓ Í ÜÛÚ ÒÛÜ Ò ÌØÛ ÒÜÛÒÌËÎÛô ßÔÔ Ò ÌØÛ ÓßÒÒÛÎ ÐÎÑÊ ÜÛÜ Ò ÌØÛ ÒÜÛÒÌËÎÛò ÌØÛ ÒÜÛÒÌËÎÛ ÐÎÑÊ ÜÛÍ ÚÑÎ ÌØÛ ÔÛÊÇ ßÒÜ ÌØÛ ÛÊ ÜÛÒÝ ÒÙ ßÒÜ ÝÛÎÌ ÚÇ ÒÙô ÑÚ ÒÑÒ ßÜ ÊßÔÑÎÛÓ ßÍÍÛÍÍÓÛÒÌÍ Ò ÌØÛ ÚÑÎÓ ÑÚ ÍÛÎ ÛÍ îðïî ÍÐÛÝ ßÔ ßÍÍÛÍÍÓÛÒÌÍ ÌÑ ÍÛÝËÎÛ ßÒÜ ÐßÇ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍò Ì Í ÛÈÐÎÛÍÍÔÇ ßÙÎÛÛÜ ÞÇ ÌØÛ ÑÉÒÛÎÍ ÑÚ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍ ÌØßÌ ÍËÝØ ÑÉÒÛÎÍ ÍØßÔÔ ÒÛÊÛÎ ØßÊÛ ÌØÛ Î ÙØÌ ÌÑ ÎÛÏË ÎÛ ÑÎ ÝÑÓÐÛÔ ÌØÛ ÛÈÛÎÝ ÍÛ ÑÚ ÌØÛ ßÜ ÊßÔÑÎÛÓ ÌßÈ ÒÙ ÐÑÉÛÎ ÑÚ ÌØÛ Ü ÍÌÎ ÝÌô ÌØÛ Ý ÌÇô ÌØÛ ÍÌßÌÛ ÑÎ ßÒÇ ÑÌØÛÎ ÐÑÔ Ì ÝßÔ ÍËÞÜ Ê Í ÑÒ ÌØÛÎÛÑÚô ÑÎ ÌßÈßÌ ÑÒ Ò ßÒÇ ÚÑÎÓ ÑÚ ßÒÇ ÎÛßÔ ÑÎ ÐÛÎÍÑÒßÔ ÐÎÑÐÛÎÌÇ ÑÚ ÌØÛ Ü ÍÌÎ ÝÌô ÌØÛ Ý ÌÇô ÌØÛ ÍÌßÌÛ ÑÎ ßÒÇ ÑÌØÛÎ ÐÑÔ Ì ÝßÔ ÍËÞÜ Ê Í ÑÒ ÌØÛÎÛÑÚô ÚÑÎ ÌØÛ ÐßÇÓÛÒÌ ÑÚ ÌØÛ ÐÎ ÒÝ ÐßÔ ÑÚ ßÒÜ ÒÌÛÎÛÍÌ ÑÒ ÌØÛ ÍÛÎ ÛÍ îðïî ÞÑÒÜÍ ÑÎ ÌØÛ ÓßÕ ÒÙ ÑÚ ßÒÇ ÑÌØÛÎ Í ÒÕ ÒÙ ÚËÒÜ ßÒÜ ÑÌØÛÎ ÐßÇÓÛÒÌÍ ÐÎÑÊ ÜÛÜ ÚÑÎ Ò ÌØÛ ÒÜÛÒÌËÎÛô ÛÈÝÛÐÌ ÚÑÎ ßÍÍÛÍÍÓÛÒÌÍ ÌÑ ÞÛ ßÍÍÛÍÍÛÜ ßÒÜ ÔÛÊ ÛÜ ÞÇ ÌØÛ Ü ÍÌÎ ÝÌ ßÍ ÍÛÌ ÚÑÎÌØ Ò ÌØÛ ÒÜÛÒÌËÎÛò Ì» Í»» îðïî Þ±²¼» ±ºº»»¼ º± ¼» ª»»²ô ²¼ º ¼ ¾» Ü ½ ²¼ ½½»»¼ ¾» ˲¼»» ô «¾»½ ± É» Ð ³ Þ» ½ ô Ú ± ¼ åô Þ±²¼ ݱ«²» ò Ý» ²»¹ ³» ¾»»¼ «±² º±» ˲¼»» ¾» ½±«²» ô Ò ¾± ô Ù ¾ ² ú Ò ½µ» ±²ô Ðòßòô Ì ³ ô Ú ± ¼ å º±» Ü ½ ¾ ½±«²» ô Ô» ô Ô±²¹³ ² ú É µ» ô Ðòßòô É» Ð ³ Þ» ½ ô Ú ± ¼ å ²¼ º±» ݱ³³«² λ¼»ª» ± ³»² ß¹»²½ ò»»½»¼» Í»» îðïî Þ±²¼ ¾» ¼» ª»»¼ ² ¾±±µó»² º± ³ ±«¹» º ½» ±º Ì» Ü» ± ± Ì «Ý±³ ² ô Ò» DZ µô Ò» DZ µô ±² ± ¾±«ß íðô îðïîò ß îðô îðïî Ý ¹ ±«Û ¼ Ø ²± ± ú ݱ³ ² ô ²½ò

19 Ç» øó ï Ð ²½ ß³±«² ÓßÌËÎ Ì ÛÍô ßÓÑËÒÌÍô ÒÌÛÎÛÍÌ ÎßÌÛÍ ßÒÜ Ç ÛÔÜÍ ²»» λ Ç» ¼ ÝËÍ Ðö üîìôêìðôððð Í» Þ±²¼ Ç» øó ï Ð ²½ ß³±«² ²»» λ Ç» ¼ ÝËÍ Ðö îðïí üïôëïðôððð ëòðððû ïòíëðû ïéèééíßßð îðïè üîôéëðôððð ëòðððû îòéïðû ïéèééíßúç îðïì ïôëçðôððð ëòðððû ïòëçðû ïéèééíßþè îðïç îôèçðôððð ëòðððû îòçèðû ïéèééíßùé îðïë ïôéêëôððð ëòðððû ïòèêðû ïéèééíßýê îðîð íôðìðôððð ëòðððû íòîéðû ïéèééíßøë îðïê ïôçîëôððð ëòðððû îòïíðû ïéèééíßüì îðîï íôïçëôððð ëòðððû íòëððû ïéèééíßöï îðïé îôêïëôððð ëòðððû îòìïðû ïéèééíßûî îðîî íôíêðôððð ëòðððû íòêéðû ïéèééíßõè üïëôîëðôððð ëòððû Ì» ³ Þ±²¼ ³ «²¹ Ó ïô îðîê Ç» ¼ ìòïëðû ÝËÍ Ðö ïéèééíßôê ö Ñ ²» ±º» Í»» îðïî Þ±²¼ ò Ì» Ü ½ ²±» ±² ¾» º±»»»½ ±² ± ±º»» ÝËÍ Ð ²«³¾» ²¼ ²±»»»² ±² ³ ¼» «²½» ±º» Í»» îðïî Þ±²¼» «±º ª ±««¾» ² ½ ±² ô ²½ «¼ ²¹ô ¾«²± ³»¼ ±ô»º«²¼ ²¹ ² ±» ± ² ±º «½ ³ «±»» «±º» ±½³»² ±º»½±²¼ ³ µ» ± º± ± ² «²½» ± ±» ³»² ²½»³»² ¾» ²ª» ± ½ ¾» ± ô ± ± ±² ±ºô ½» ² ³ ±º» Í»» îðïî Þ±²¼ ò

20 CITYPLACE COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Lynda Harris, Chair Dennis Grady, Vice Chair Kerry Kilday, Member Wendy Sartory Link, Member Ryan Hallihan, Member DISTRICT COUNSEL Lewis, Longman & Walker, P.A. West Palm Beach, Florida BOND COUNSEL Greenberg Traurig, P.A. West Palm Beach, Florida COUNSEL TO THE UNDERWRITERS Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISTRICT MANAGER Special District Services, Inc. Palm Beach Gardens, Florida CONSULTANT TO THE WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY Dunlap & Associates Winter Park, Florida

21 No dealer, broker, salesperson or other person has been authorized by CityPlace Community Development District (the District) or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized hereby. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2012 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 obtained from public documents, records and other sources, including CityPlace Retail, L.L.C., a Delaware limited liability company and developer (the Developer) of the Project (as herein defined), which sources are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as representations by the Underwriters. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of their responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or the Developer since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2012 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

22 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 The District and The Project... 2 Master Lease and Public Improvement Leases... 2 Assessments... 3 Increment Revenues and Coverage Revenues... 3 Miscellaneous... 4 REFUNDING PLAN... 5 VERIFICATION... 5 DESCRIPTION OF THE SERIES 2012 BONDS... 5 General Description... 5 Redemption Provisions... 6 Notice of Redemption... 6 No Acceleration... 7 Book-Entry Only System... 7 Registrar and Paying Agent Funds and Accounts; Flow of Funds Events of Default; Remedies SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS General; Assessments No Additional Bonds; Parity Liens of Other Assessments and Taxes Increment Revenues Coverage Revenues Enforcement and Collection of Assessments Assessments to be Collected Directly by the District Delinquent Assessments to be Collected in Same Manner as County Taxes Operation and Maintenance Assessments ESTIMATED SOURCES AND USES OF FUNDS DEBT SERVICE REQUIREMENTS THE PROJECT THE DISTRICT General Information Powers Board of Supervisors The District Manager and Secretary Outstanding Debt CITYPLACE REDEVELOPMENT PROJECT General Location Project Description THE DEVELOPER General Himmel Group OConnor Group Related Florida Group Related New York Group Right To Purchase Land From Agency Financing Of CityPlace THE MASTER LEASE i

23 BONDHOLDERS RISKS VALIDATION OF PRIOR BONDS TAX MATTERS CONTINUING DISCLOSURE FINANCIAL STATEMENTS AGREEMENT BY THE STATE LEGALITY FOR INVESTMENT DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS LITIGATION RATING UNDERWRITING LEGAL MATTERS FINANCIAL ADVISOR TO THE AGENCY MISCELLANEOUS APPENDICES APPENDIX A FORMS OF MASTER INDENTURE AND SUPPLEMENTAL INDENTURE... A-1 APPENDIX B - FORM OF BOND COUNSEL OPINION... B-1 APPENDIX C - FORM OF CONTINUING DISCLOSURE AGREEMENT... C-1 APPENDIX D AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, D-1 ii

24 OFFICIAL STATEMENT $39,890,000 CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 INTRODUCTION General The purpose of this Official Statement, including the cover page and appendices hereto, is to set forth certain information concerning the CityPlace Community Development District (the District), in connection with the offering and issuance of its $39,890,000 CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 (the Series 2012 Bonds). The District was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended and supplemented (the District Act), and by Ordinance No , enacted by the City of West Palm Beach, Florida (the City), effective on March 26, The Series 2012 Bonds are being issued pursuant to the Act and a Master Trust Indenture, dated as of April 1, 2012 (the Master Trust Indenture), from the District to Wells Fargo Bank, National Association, Jacksonville, Florida, as Trustee (the Trustee), as amended and supplemented by a First Supplemental Indenture, dated as of April 1, 2012 (the First Supplemental Indenture and the Master Indenture, as amended and supplemented by the First Supplemental Indenture is hereinafter referred to as the Indenture) from the District to the Trustee, relating specifically to the Series 2012 Bonds, and a resolution adopted by the Board of Supervisors of the District authorizing the issuance of the Series 2012 Bonds. All capitalized terms used in this Official Statement that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the Indenture, the form of which appears as APPENDIX A hereto. The Series 2012 Bonds are issued for the purposes of: (i) currently refunding and redeeming all of the outstanding principal amount of the Districts $55,155,000 in initial principal amount of CityPlace Community Development District Capital Improvement Revenue Bonds, Series 1998 (the Prior Bonds), which are currently outstanding in the amount of $44,445,000.00; (ii) funding the Series 2012 Reserve Account (as herein defined), and (iii) paying the costs of issuance of the Series 2012 Bonds. The Prior Bonds financed the cost of acquiring, constructing and equipping certain assessable public improvements (as more particularly described herein, the Project), funded a Reserve Account, funded capitalized interest on the Prior Bonds during the period of construction of the Project, and paid costs of issuance with respect to the Prior Bonds. The Series 2012 Bonds are equally and ratably secured under the Indenture by a lien upon and pledge of special assessments (the Assessments or the Series 2012 Special Assessments) upon land within the District specially benefited by the Project. The Series 2012 Bonds are additionally secured by amounts on deposit in certain funds and accounts created pursuant to the Indenture. Pursuant to an Interlocal Agreement, dated October 9, 1998 (the Original Interlocal Agreement), as amended by a First Amendment to Interlocal Agreement dated December 2, 1998 (the First Amendment) and as further amended by a Second Amendment to Interlocal Agreement, dated as of March 8, 1999 (the Second Amendment ) and as further amended by a Third Amendment to Interlocal Agreement, expected to be dated as of April 6, 2012 (the Third Amendment and, together with the Original Interlocal Agreement, the First Amendment and the Second Amendment, the Interlocal Agreement), each among the District, the City and the West Palm Beach Community Redevelopment Agency (the Agency), the District has received and pledged, and will continue to receive and pledge, eighty percent (80%) of the tax increment revenues collected by the Agency pursuant to the provisions of Part III of Chapter 163, Florida Statutes from within the Project Area (as defined in the Interlocal Agreement) (the CityPlace Project Area) within which the District is located and all of which is within the larger

25 Expanded City Center Redevelopment Area (the CCRA) (such tax increment revenues hereinafter referred to as the Increment Revenues). Under the Interlocal Agreement, the District is entitled, to the extent it receives from the Agency the Increment Revenues to a credit against the amount of Series 2012 Special Assessments it must levy each year to pay debt service on the Series 2012 Bonds. See SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS and BONDHOLDERS RISKS herein. The District and The Project The District, formerly known as the Downtown/Uptown Community Development District, was created by the City to manage and finance capital infrastructure constituting basic community development services as authorized under the District Act. Pursuant to the Community Redevelopment Act of 1969, being Part III of Chapter 163, Florida Statutes, as amended and supplemented, and Ordinance No , enacted by the City Commission (the City Commission) of the City of West Palm Beach, Florida, the governing body of the City (collectively, the Agency Act), the City created the West Palm Beach Community Redevelopment Agency (the Agency) for the purpose of planning, acquiring land, financing with increment revenues and redeveloping a blighted area within the boundaries of the Citys downtown area. Pursuant to a request for proposals to select a master developer to lease or purchase, construct, operate and manage a multiphase, mixed use, urban redevelopment project within such blighted area now known as CityPlace, CityPlace Partners (herein, CityPlace Partners), a Florida general partnership (the Original Developer) was selected. Pursuant to an assignment and assumption agreement, the Original Developer has assigned its interests to a Delaware limited liability company called CityPlace Retail, L.L.C. (herein, the Developer). The Developer is one hundred percent (100%) owned by CityPlace Retail Mezzanine, L.L.C., a Delaware limited liability company, its sole member (CityPlace Mezzanine). The Managing Member of CP Retail Mezzanine, L.L.C. is CP Mezzanine Manager, L.L.C., a Delaware limited liability company. The Managing Member of CP Mezzanine Manager, L.L.C. is CityPlace Partners, a Florida general partnership. The Administrative Partner of CityPlace Partners is Related CityPlace Associates, L.P., a Delaware limited partnership,. The General Partner of Related CityPlace Associates, L.P. is Related CityPlace, L.L.C., a Delaware limited liability company. The Developer and its above named affiliates are entities directly or indirectly owned by Himmel and Company, Inc., a Massachusetts corporation (Himmel Group), J.W. OConnor & Co., Inc. a Delaware corporation (OConnor Group), the Related Group of Florida, a Florida general partnership (Related Florida Group) and The Related Companies, L.P., a New York limited partnership (Related New York Group). The geographical boundaries of the mixed use component of Phase I of the CityPlace redevelopment project are coterminous with the geographical boundaries of the District. The current boundaries of the District make up a portion of the redevelopment area of the Agency. The CityPlace redevelopment project also consists of Phase II a 350,000 sq. ft. office tower, Phase III a 420 unit condominium tower, Phase IV which will consist of a convention center hotel and parking garage and Phase V which will consist of a second office tower. Phase I, Phase II, Phase III, Phase IV and Phase V of the CityPlace project are collectively referred to as the CityPlace Redevelopment Project. The CityPlace Redevelopment Project includes specialty retail, restaurant, cinema, office, educational and entertainment components and residential areas. See THE CITYPLACE REDEVELOPMENT PROJECT herein. Master Lease and Public Improvement Leases In connection with the construction of the CityPlace Redevelopment Project, the Agency and the Developer entered into an Agreement of Lease, as amended and supplemented (collectively, the Master Lease). The Developers leasehold interest in the parcels of lands leased by the Agency (herein, the Lease Site) includes all of the lands upon which the CityPlace Redevelopment Project 2

26 was constructed. The Original Master Lease includes an option to the Developer to purchase parcels of the Lease Site. The Developer has exercised its option to purchase all parcels of the Lease Site except for the mixed-use component of Phase I, and those purchased parcels have been released from under the Master Lease. The Lease Site does not include any of the public parcels which constitute the Project. Under the Master Lease, the Developer is authorized to enter into subleases (herein, the Subleases) with tenants who will use the space subleased for their business operations as contemplated by the CityPlace Redevelopment Project (herein, the Tenants). See THE CITYPLACE REDEVELOPMENT PROJECT - The Tenants herein. No Sublease shall extend beyond the term of the Master Lease. The Agency acquired the Lease Site through three taxable, variable rate borrowings from the Sunshine Governmental Financing Commission in an amount equal to $25,000,000, of which, as of September 30, 2011, approximately $2,739,608 remained outstanding under a bank loan which refinanced the original loans in February, 2010 (as so refinanced, the Agency Land Loans) and through its power of eminent domain. Subject to certain adjustments as described in the Master Lease, which is a net lease to the Developer, the Developers lease payments approximate debt service on the Agency Land Loans, plus all taxes, special assessments, operating expenses and repair and replacement costs. The conventional financing obtained by the Developer to construct the CityPlace Redevelopment Project is secured by a leasehold mortgage on the mixed-use component of Phase I of the Lease Site. The mortgagee will have cure rights under the Master Lease if the Developer should default thereunder. The mortgage is subordinate to the Master Lease. See THE MASTER LEASE, BONDHOLDERS RISKS and THE DEVELOPER - Financing of CityPlace herein. Pursuant to various Agreements of Lease, effective April 15, 1998, as amended and supplemented (the Public Improvement Leases), the Agency has leased to the District, for nominal consideration, the land under which four (4) parking garages and the fountain plaza area constituting a portion of the Project financed with the proceeds of the Prior Bonds and located within the mixed-use component of Phase I of the Lease Site. See THE DEVELOPER Right to Purchase Land From Agency herein. Assessments The Project financed with a portion of the proceeds of the Prior Bonds consisted of the public infrastructure necessary to support the CityPlace Redevelopment Project. See THE PROJECT herein. Proceeds of the Prior Bonds were also used to fund the Reserve Account, to pay capitalized interest on the Prior Bonds, and to pay the costs of issuance of the Prior Bonds. The Series 2012 Bonds are payable from and secured by the Series 2012 Special Assessments, which are non-ad valorem special assessments imposed, levied and collected by the District on lands within the District specially benefited by the Project and amounts on deposit in certain of the Funds and Accounts established under the Indenture for the benefit of the Series 2012 Bonds. The Indenture provides that no additional bonds or other obligations may be issued on parity with the Series 2012 Bonds or have a senior lien on the Series 2012 Assessments and the other assets pledged by the District under the Indenture as security for the Series 2012 Bonds. See SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS herein. Increment Revenues and Coverage Revenues In connection with the construction of the CityPlace Redevelopment Project, and pursuant to the Florida Interlocal Cooperation Act of 1969, being Section , Florida Statutes, as amended and supplemented, the City, the Agency and the District entered into the Interlocal Agreement. Under the Agency Act, the Agency is authorized to collect the Increment Revenues each year, for as long as the Agencys redevelopment plan is in effect, from each non-exempt taxing authority having jurisdiction within the CCRA. Such Increment Revenues are deposited into the Agencys Redevelopment Trust Fund and are used to implement the Agencys redevelopment plan, which 3

27 includes the CityPlace Redevelopment Project within the CityPlace Project Area. Under the Interlocal Agreement, the Agency has agreed to transfer the Increment Revenues to the Trustee on or before January 31 of each year for deposit into the 2012 Revenue Account within the Revenue Fund created and established under the Indenture. The District shall receive a credit each year against the Series 2012 Special Assessments it must levy and collect equal to the amount of Increment Revenues on deposit in the 2012 Revenue Account. See SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS Increment Revenues herein. In addition to the Increment Revenues, the Agency has agreed, pursuant to the Interlocal Agreement, to advance to the Trustee on or before January 31 of each year for deposit into the Series 2012 Excess Revenue Account created and established under the Indenture, the Coverage Revenues which are defined in the First Supplemental Indenture to mean, after the deposit of Increment Revenues pursuant to the Supplemental Indenture, the sum of (x) the lesser of $2,000,000 or the amount deposited in the Agencys Redevelopment Trust Fund pursuant to Section , Florida Statutes, which is attributable to all property within the CCRA (other than any property not subject to ad valorem taxation under Florida law and the Renaissance Property) plus (y) the difference between the total amount required to be deposited in the Redevelopment Trust Fund pursuant to Section , Florida Statutes, generated in the CityPlace Project Area and the Increment Revenues. See SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS - Coverage Revenues herein. To the extent the Series 2012 Special Assessments and Increment Revenues are insufficient in any year to pay scheduled debt service on the Series 2012 Bonds and restoring the Series 2012 Reserve Account to the Series 2012 Reserve Account Requirement, the Trustee is authorized to use the Coverage Revenues on deposit in the Series 2012 Excess Revenue Account for such purpose. Amounts in the Series 2012 Excess Revenue Account shall, pursuant to the terms and provisions of the Indenture, be returned to the Agency each year once the Series 2012 Special Assessments and Increment Revenues are sufficient to pay the debt service on the Series 2012 Bonds and, if necessary, to restore the Series 2012 Reserve Account to the Series 2012 Reserve Account Requirement such year. Miscellaneous There follows in this Official Statement a brief description of the District and the Project constructed with the proceeds of the Prior Bonds, together with summaries of the terms of the Series 2012 Bonds, the Indenture, the Master Lease, the Interlocal Agreement and certain provisions of the District Act and the Agency Act. All references herein to the Indenture, the Master Lease, the Interlocal Agreement, the District Act and the Agency Act are qualified in their entirety by reference to such documents and statutes and all references to the Series 2012 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture, the form of which appears as APPENDIX A hereto. The information herein under the caption THE CITYPLACE REDEVELOPMENT PROJECT, including the information concerning the Developer, has been furnished by the Developer specifically for inclusion herein without independent investigation by the District or the Underwriters, and neither the District nor the Underwriters make any representation or warranty concerning the accuracy or completeness of such information. This Official Statement is not, and shall not be deemed to constitute, an offer to sell, or the solicitation of an offer to buy, real estate, which may only be made pursuant to offering documents satisfying applicable federal and state laws relating to the offer and sale of real estate. 4

28 REFUNDING PLAN A portion of the proceeds of the Series 2012 Bonds, together with a portion of the amounts on deposit in the funds and accounts pledged to the Bonds, are being used for the purpose of currently refunding the Prior Bonds which were outstanding in the amount of $ 44,445, as of November 1, The Prior Bonds will be redeemed on June 1, 2012 (the Redemption Date) at a redemption price equal to the principal amount plus accrued interest to the date of redemption. The portion of the proceeds of the Series 2012 Bonds and other funds used to currently refund the Prior Bonds will be irrevocably placed in an escrow fund (the "Escrow Fund") with U.S. Bank National Association, as escrow agent (the "Escrow Agent") pursuant to an escrow deposit agreement, dated as of April 1, 2012 (the "Escrow Agreement"). Such funds together with a portion of the funds on deposit in the funds and accounts pledged to the Prior Bonds will be applied to purchase obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America ("Defeasance Securities"). Such Defeasance Securities will mature at such times and bear interest in such amounts so that sufficient moneys will be available from the maturing principal and interest thereof, together with any initial cash balances, to pay the redemption price of, plus accrued interest on, the Prior Bonds on the Redemption Date. Upon the deposit of such moneys, the Prior Bonds shall no longer be deemed Outstanding for purposes of the Indenture relating to the Prior Bonds and all liability of the District with respect thereto shall cease, terminate and be completely discharged and extinguished, and the holders thereof shall be entitled to payment solely out of the moneys and securities on deposit pursuant to the Escrow Agreement. VERIFICATION As of the delivery date of the Series 2012 Bonds, Causey, Demgen & Moore Inc., certified public accountants, (the "Verification Agent") will verify, from information provided to them, the mathematical accuracy of the computations contained in schedules provided by Citigroup Global Markets Inc., to determine that the anticipated receipts from the Defeasance Securities and the initial cash deposit to be held in the Escrow Fund will be sufficient to pay, when due, the redemption price plus interest on the Prior Bonds on the Redemption Date. However, the Verification Agent will express no opinion on the assumptions provided to them. General Description DESCRIPTION OF THE SERIES 2012 BONDS The Series 2012 Bonds are issuable as fully registered Bonds in book-entry only form, without coupons, in the denomination of $5,000 or any integral multiple thereof. The Series 2012 Bonds will bear interest at the rates per annum and, subject to the redemption provisions set forth below, will mature on the dates and in the amounts set forth on the inside cover of this Official Statement. The Series 2012 Bonds will be dated as of the date of initial delivery. Interest on the Series 2012 Bonds will be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2012, in which case from the date of initial delivery or unless the date of authentication 5

29 thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. The Series 2012 Bonds will initially be issued in the form of a separate single certificated fully registered Series 2012 Bond for each maturity. Upon initial issuance, the ownership of each such Bond will be registered on the registration books of the District kept by the Trustee in the name of Cede & Co., as nominee of Depository Trust Company, New York, New York (DTC), the initial Bond Depository. See DESCRIPTION OF THE SERIES 2012 BONDS Book-Entry Only System herein. Redemption Provisions No Optional Redemption. The Series 2012 Bonds are not subject to redemption at the option of the Issuer. Mandatory Sinking Fund Redemption. The Series 2012 Bonds maturing on May 1, 2026 are subject to mandatory sinking fund redemption on May 1 from the moneys on deposit in the Series 2012 Sinking Fund Account in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. *Maturity Year Mandatory Sinking Fund Redemption Amount 2023 $3,530, ,710, ,905, ,105,000* Notice of Redemption The Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Series 2012 Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Series 2012 Bonds for which notice was duly mailed in accordance with the Indenture. Such notice shall be given in the name of the District, shall be dated, shall set forth the Series 2012 Bonds Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information: (a) (b) (c) letters; the redemption or purchase date; the redemption or purchase price; CUSIP numbers, to the extent applicable, and any other distinctive numbers and 6

30 (d) if less than all Outstanding Series 2012 Bonds to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective sinking fund amounts) of the Series 2012 Bonds to be redeemed or purchased; (e) that on the redemption or purchase date the Redemption Price or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and (f) the place where such Series 2012 Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee. No Acceleration Pursuant to the Indenture, no Series of Bonds issued under the Master Indenture shall be subject to acceleration. Upon an Event of Default, no optional redemption or extraordinary mandatory redemption of the Series 2012 Bonds shall occur unless all of the Series 2012 Bonds of the Series where an Event of Default has occurred will be redeemed or if 100% of the Holders of such Series of Bonds agree to such redemption. Book-Entry Only System THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE DISTRICT BELIEVES TO BE RELIABLE, BUT THE DISTRICT DOES NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. DTC will act as securities depository for the Series 2012 Bonds. The Series 2012 Bonds will be issued as fully-registered bonds 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 bond certificate will be issued for each maturity of the Series 2012 Bonds 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 (the "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 book-entry 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 (the "Indirect Participants"). DTC has a Standard and Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at 7

31 Purchases of the Series 2012 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2012 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2012 Bond ("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 Series 2012 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2012 Bonds, except in the event that use of the book-entry system for the Series 2012 Bonds is discontinued. To facilitate subsequent transfers, all Series 2012 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 Series 2012 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2012 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2012 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers. 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 made among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2012 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2012 Bonds, such as redemptions, defaults, and proposed amendments to the bond documents. For example, Beneficial Owners of Series 2012 Bonds may wish to ascertain that the nominee holding the Series 2012 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2012 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Bonds, as the case may be, to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2012 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2012 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2012 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the District or the Registrar 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 8

32 be the responsibility of such Participant and not of DTC, the Registrar or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent for the Series 2012 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2012 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2012 Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2012 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable, but takes no responsibility for the accuracy thereof. THE DISTRICT AND THE TRUSTEE WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2012 BONDS FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2012 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL, OR INTEREST, OR ANY PREMIUM ON THE SERIES 2012 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2012 BONDS FOR REDEMPTION. The District and the Trustee cannot give any assurances that DTC, DTC Participants or others will distribute payments of principal of, premium, if any, and interest on the Series 2012 Bonds paid to DTC or its nominee, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis or that DTC will serve or act in a manner described in this Official Statement. For every transfer and exchange of beneficial interests in the Series 2012 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other government charge that may be imposed in relation thereto. DTC may discontinue providing its services as depository with respect to the Series 2012 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2012 Bonds are required to be printed and delivered. In addition, the District may decide to discontinue use of the system of book-entry transfers through DTC (or any successor securities depository). In that event, Series 2012 Bonds will be printed and delivered. The Indenture provides that if certificates for the Series 2012 Bonds are printed, no charge shall be made to any Owner for registration and transfer of Series 2012 Bonds, but any Owner requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. 9

33 Registrar and Paying Agent The District shall keep, at the designated corporate trust office of the Registrar, books (the Bond Register) for the registration, transfer and exchange of the Series 2012 Bonds, and has appointed Wells Fargo Bank, National Association, Jacksonville, Florida, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required by the Indenture. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges. The District has appointed Wells Fargo Bank, National Association, Jacksonville, Florida, as Paying Agent for the Series 2012 Bonds. Funds and Accounts; Flow of Funds The Trustee shall establish a separate Fund to be designated as the Series 2012 Costs of Issuance Fund. Proceeds of the Series 2012 Bonds shall be deposited into the Series 2012 Costs of Issuance Fund in the amount set forth in the Supplemental Indenture and the Trustee shall withdraw moneys from the Series 2012 Costs of Issuance Fund to pay the costs of issuing the Series 2012 Bonds. Six months after the issuance of the Series 2012 Bonds, any moneys remaining in the Series 2012 Costs of Issuance Fund in excess of the actual costs of issuing the Series 2012 Bonds requested to be disbursed by the District shall be deposited into the Series 2012 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2012 Bonds shall be paid from excess Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account, other than Series 2012 Pledged Revenues derived from the Increment Revenues or amounts derived from Coverage Revenues representing Agency Advances. Pursuant to the Indenture, the Trustee shall establish two (2) separate Accounts within the Revenue Fund designated as the Series 2012 Revenue Account and the Series 2012 Excess Revenue Account. Series 2012 Special Assessments and the Coverage Revenues received by the Trustee from the Agency which shall be deposited by the Trustee into the Series 2012 Excess Revenue Account and the Increment Revenues shall be deposited by the Trustee into the Series 2012 Revenue Account which shall be applied as set forth in the Indenture. Moneys on deposit in the Series 2012 Excess Revenue Account shall be deposited into the Series 2012 Revenue Account whenever amounts on deposit in the Series 2012 Revenue Account are not sufficient to satisfy the Debt Service Requirements for the Series 2012 Bonds. In addition, if moneys are withdrawn from the Series 2012 Reserve Account and not replenished in accordance with the Supplemental Indenture, the Trustee shall immediately withdraw moneys from the Series 2012 Excess Revenue Account to satisfy any deficiencies in the Series 2012 Reserve Account. Such deposits to either the Series 2012 Revenue Account or the Series 2012 Debt Service Reserve Account shall constitute an Agency Advance. If the Trustee does not receive the Increment Revenues and Coverage Revenues from the Agency by January 31 of each calendar year, the Trustee shall promptly provide written notice to the District and the Agency of such failure. Each calendar year, on the first Business Day occurring after the date the Trustee has determined it has sufficient Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account to satisfy the annual Debt Service Requirement of the Series 2012 Bonds for the May 1 and November 1 of such calendar year and that the money on deposit in the Series 2012 Reserve Account is at least equal to the Series 2012 Reserve Requirement, the Trustee shall transfer the balance in the Series 2012 Excess Revenue Account to the Agency. If at such time there are any excess Increment Revenues on deposit in the Series 2012 Revenue Account, the Trustee shall also transfer such excess Increment Revenues to the Agency. Pursuant to the Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the Series 2012 Principal Account. Moneys shall be deposited into the 10

34 Series 2012 Principal Account as provided in the Indenture, and applied for the purposes provided therein. Pursuant to the Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the Series 2012 Interest Account. Moneys deposited into the Series 2012 Interest Account Pursuant to the Indenture shall be applied for the purposes provided therein and as provided in the Indenture and used to pay interest on the Series 2012 Bonds. Pursuant to the Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the Series 2012 Sinking Fund Account. Moneys shall be deposited into the Series 2012 Sinking Fund Account as provided in the Indenture and applied for the purposes provided therein and in the Indenture. Pursuant to the Indenture, the Trustee shall establish a separate Account within the Reserve Fund designated as the Series 2012 Reserve Account. Proceeds of the Series 2012 Bonds shall be deposited into the Series 2012 Reserve Account in the amount set forth in the Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2012 Reserve Account shall be applied for the purposes provided therein and in the Indenture. On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2012 Reserve Account and transfer any excess therein above the Reserve Requirement for the Series 2012 Bonds caused by investment earnings to the Series 2012 Revenue Account in accordance with the Supplemental Indenture, unless there is any unpaid Agency Advance which if that is the case, such investment earnings shall first be used to repay such Agency Advance. Series 2012 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2012 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority: FIRST, upon receipt but no later than the Business Day next preceding each May 1, to the Series 2012 Interest Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the interest on the Series 2012 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2012 Interest Account not previously credited; SECOND, no later than the Business Day next preceding the May 1, which is the principal payment date for any Series 2012 Bonds, to the Series 2012 Principal Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the principal amount of Series 2012 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2012 Principal Account not previously credited; THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2023, to the Series 2012 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the principal amount of Series 2012 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Series 2012 Sinking Fund Account not previously credited; FOURTH, upon receipt but no later than the Business Day next preceding each November 1, to the Series 2012 Interest Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the interest on the Series 2012 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2012 Interest Account not previously credited; 11

35 FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2012 Bonds remain Outstanding, to the Series 2012 Reserve Account, an amount from the Series 2012 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2012 Bonds; and SIXTH, notwithstanding the foregoing, at any time the Series 2012 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2012 Revenue Account to the Series 2012 Interest Account, the amount necessary to pay interest on the Series 2012 Bonds subject to redemption on such date; and SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2012 Costs of Issuance Fund to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2012 Bonds and next, any balance in the Series 2012 Revenue Account shall be first transferred to the Agency to the extent of any unpaid Agency Advance and next if, pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2012 Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto. If after such transfers there remains moneys on deposit in the Series 2012 Revenue Account, such moneys shall remain on deposit in the Series 2012 Revenue Account. Notwithstanding the foregoing, the Trustee shall not use any excess Increment Revenues or Agency Advances that remain on deposit in the Series 2012 Revenue Account for deposits to the Series 2012 Costs of Issuance Fund. Events of Default; Remedies Events of Default Defined. Each of the following shall be an Event of Default under the Indenture, with respect to the Series 2012 Bonds: (i) if payment of any installment of interest on any Series 2012 Bond is not made when it becomes due and payable; or (ii) if payment of the principal or Redemption Price of any Series 2012 Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or (iii) if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act; or (iv) if the District proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or (v) if the District defaults in the due and punctual performance of any other covenant in the Indenture or in any Series 2012 Bond issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the District by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate 12

36 principal amount of the Outstanding Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the District shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or (vi) written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture; or (vii) if at any time the amount in the Series 2012 Reserve Account in the Debt Service Reserve Fund is less than the Series 2012 Debt Service Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Series 2012 Debt Service Reserve Requirement and such amount has not been restored within thirty (30) days of such withdrawal. The Trustee shall not be required to rely on any official action, admission or declaration by the District before recognizing that an Event of Default under (iii) above has occurred. Legal Proceedings by Trustee. If any Event of Default with respect to the Series 2012 Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Series 2012 Bonds and receipt of indemnity to its satisfaction shall, in its own name: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Series 2012 Bonds, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Bondholders of the Series 2012 Bonds and to perform its or their duties under the Act; (ii) bring suit upon the Series 2012 Bonds; (iii) by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Series 2012 Bonds; (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2012 Bonds; and (v) by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series 2012 Bonds. Discontinuance of Proceedings by Trustee. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the District, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights under the Master Indenture as though no such proceeding had been taken. Bondholders May Direct Proceedings. The Holders of a majority in aggregate principal amount of the Outstanding Series 2012 Bonds then subject to remedial proceedings under the Master Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture. 13

37 Limitations on Actions by Bondholders. No Bondholder shall have any right to pursue any remedy unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Series 2012 Bonds shall have requested the Trustee, in writing, to exercise the powers granted under the Master Indenture or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and the Series 2012 Bonds may be enforced by the Trustee without the possession of any of the Series 2012 Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Series 2012 Bonds. Remedies Not Exclusive. Except as limited under the Master Indenture, no remedy contained in the Indenture with respect to the Series 2012 Bonds is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given under the Master Indenture or now or hereafter existing at law or in equity or by statute. SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS General; Assessments The Series 2012 Bonds are secured equally and ratably by a first lien upon and pledge of all Series 2012 Pledged Revenues, which shall mean with respect to the Series 2012 Bonds (a) the Increment Revenues, (b) all revenues received by the District from Series 2012 Special Assessments levied and collected on the District Lands, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2012 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2012 Special Assessments, (c) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2012 Bonds, and (d) any Agency Advance; provided, however, that Series 2012 Pledged Revenues shall not include (A) any moneys transferred to the Series 2012 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2012 Costs of Issuance Fund, (C) moneys on deposit in the Excess Revenue Fund which are not necessary to satisfy any portion of the Debt Service Requirement of the Series 2012 Bonds or necessary to replenish the Series 2012 Reserve Account, and (D) special assessments levied and collected by the District under Section of the Act for maintenance purposes or maintenance assessments levied and collected by the District under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A) and (B) of this proviso), which include the Series 2012 Assessments imposed by the District in connection with the Project. The Assessments are levied and collected by or on behalf of the District pursuant to the Interlocal Agreement and Section of the Florida Statutes, as amended and supplemented, and pursuant to the assessment roll approved by resolutions of the District. THE SERIES 2012 BONDS ARE PAYABLE FROM AND SECURED BY SERIES 2012 PLEDGED REVENUES, AS SUCH TERM IS DEFINED ABOVE, ALL IN THE MANNER PROVIDED IN THE INDENTURE. THE INDENTURE PROVIDES FOR THE LEVY AND THE EVIDENCING AND CERTIFYING, OF NON AD VALOREM ASSESSMENTS IN THE FORM OF SERIES 2012 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2012 BONDS. IT IS EXPRESSLY AGREED BY THE OWNERS OF THE SERIES 2012 BONDS THAT SUCH OWNERS SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF 14

38 THE AD VALOREM TAXING POWER OF THE DISTRICT, THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR TAXATION IN ANY FORM OF ANY REAL OR PERSONAL PROPERTY OF THE DISTRICT, THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2012 BONDS OR THE MAKING OF ANY OTHER SINKING FUND AND OTHER PAYMENTS PROVIDED FOR IN THE INDENTURE, EXCEPT FOR SERIES 2012 SPECIAL ASSESSMENTS TO BE ASSESSED AND LEVIED BY THE DISTRICT AS SET FORTH IN THE INDENTURE. No Additional Bonds; Parity Liens of Other Assessments and Taxes The Master Indenture provides that the District shall not issue any obligations other than the Series 2012 Bonds payable from the Series 2012 Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from the Series 2012 Pledged Revenues, except in the ordinary course of business. HOWEVER, THE LIEN OF THE ASSESSMENTS OVERLAPS AND IS CO-EQUAL WITH THE LIEN OF OTHER ASSESSMENTS WHICH MAY BE IMPOSED BY THE COUNTY, THE STATE OR OTHER UNITS OF LOCAL GOVERNMENT HAVING ASSESSMENT POWERS WITHIN THE DISTRICT AND ALSO TO THE LIEN OF COUNTY, SCHOOL DISTRICT AND MUNICIPAL TAXES (see ENFORCEMENT AND COLLECTION OF ASSESSMENTS). Increment Revenues The City created the Agency pursuant to the Agency Act and Ordinance No enacted by the City Commission on September 10, The City Commission sits as the Board of the Agency which is the Agencys governing body. The City adopted a community redevelopment plan (the Community Redevelopment Plan) by Resolution No enacted on December 23, 1985, and as amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , and as further amended by Resolution No The City authorized the establishment and funding of a redevelopment trust fund (the Redevelopment Trust Fund) for the CCRA, which was a blighted area within the Citys downtown area, with the enactment of Ordinance No , which was amended by Ordinance No Funds allocated to and deposited in the Redevelopment Trust Fund are required to be used by the Agency to finance or refinance community redevelopment activities undertaken by the Agency pursuant to the Community Redevelopment Plan, as it may be amended from time to time. As defined in Chapter (2), Florida Statutes, taxing authorities which levy taxes in a given year on real property located within the boundaries of the area subject to the Community Redevelopment Plan are required to annually pay to the Agency for deposit into the Redevelopment Trust Fund, an amount which is not less than that increment in the income, proceeds, revenues and funds of the taxing authority derived from or held in connection with community redevelopment activities of the Agency in accordance with the Community Redevelopment Plan (the Tax Increment), calculated as described below. The taxing authorities which currently make annual Tax Increment payments into the Agencys Redevelopment Trust Fund are the City, the County and the West Palm Beach Downtown Development Authority. The Tax Increment is required to be determined annually and is the amount equal to 95 percent of the difference between: (a) the amount of ad valorem taxes levied each year by each nonexempt taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the Expanded City Center Redevelopment Area; and (b) the amount of ad valorem taxes which would have been produced by the rate at which the tax is levied each year by or for each taxing authority, exclusive of any debt service millage, upon the total of the assessed value 15

39 of the taxable real property in the Expanded City Center Redevelopment Area as shown on the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to 1985, the effective date of Ordinance No , providing for the funding of the Redevelopment Trust Fund. Any taxing authority which is obligated to make Tax Increment payments to the Agencys Redevelopment Trust Fund must do so no later than January 1 of each year. Tax Increment payments made subsequent to January 1 must include an amount equal to an additional five percent of the amount of the Tax Increment and interest on the amount of the Tax Increment equal to one percent for each month the Tax Increment is outstanding. Pursuant to the Interlocal Agreement, the Agency has agreed to transfer to the Trustee on or before January 31 of each year, for as long as the Series 2012 Bonds are Outstanding, all of the Increment Revenues for deposit into the 2012 Revenue Account created and established under the Indenture. The Increment Revenues represent a portion of the Tax Increment payments received from non-exempt taxing authorities who have levied and collected ad valorem taxes against the nonexempt lands within the District. Under the Interlocal Agreement, the Agencys obligation each year, except as provided in the next succeeding sentence, is limited to 80% of the Tax Increment payments relating to such non-exempt parcels within the CityPlace Project Area and within which the District is located. Such portion is the Increment Revenues (as previously defined). Under the Indenture, the Trustee is obligated to use the Increment Revenues on deposit in the 2012 Revenue Account to pay debt service on the Series 2012 Bonds. The Interlocal Agreement provides that the District shall receive a credit against the amount of Assessments it must levy and collect equal to the amount of Increment Revenues on deposit in the 2012 Revenue Account. The District is unable to project how much of the annual debt service on the Series 2012 Bonds will be payable from Assessments or from the Increment Revenues. If there are any Increment Revenues received in a calendar year and are not required to pay debt service on the Series 2012 Bonds and, if applicable, to restore the Series 2012 Reserve Account to the Series 2012 Reserve Account Requirement in that year, such Increment Revenues shall be returned to the Agency. Set forth below is a chart depicting the flow of funds for the Tax Increment of the Agency within the CCRA: 16

40 Tax Increment Revenues and Other Revenues of City Center Community Redevelopment Area Tax Increment Revenues of the City 8.07 Mills Plus Tax Increment Revenues of the County 4.78 Mills Plus Tax Increment Revenues of the DDA 1.00 Mills Minus Total Tax Increment Revenues Minus Minus Increment Revenues (80% TIF Within CityPlace Proj. Area) Renaissance Increment Revenues Remainder Coverage Revenues (20% TIF + $2,000,000) Other CRA Expenses including CRA Senior Lien Debt Service Trustee Under Indenture Coverage Revenues Pursuant to the Interlocal Agreement, the Agency has also agreed to transfer to the Trustee on or before January 31 of each year, for as long as the Series 2012 Bonds are Outstanding, the Coverage Revenues for deposit into the Series 2012 Excess Revenue Account created and established under the Indenture. Coverage Revenues are the Tax Increment payments on deposit in the Redevelopment Trust Fund attributable to the CCRA (other than a portion of attributable to another redevelopment area within the CCRA and outside the District and CityPlace Project Area boundaries called the Renaissance Property), less the Increment Revenues so deposited with the Trustee, in a maximum amount each year not exceeding $2,000,000 plus the 20% of Tax Increment from within the CityPlace Project Area which do not constitute Increment Revenues. Moneys on deposit in the Series 2012 Excess Revenue Account shall be deposited into the Series 2012 Revenue Account whenever amounts on deposit in the Series 2012 Revenue Account are not sufficient to satisfy the Debt Service Requirements for the Series 2012 Bonds. In addition, if moneys are withdrawn from the Series 2012 Reserve Account and not replenished in accordance with the First Supplemental Indenture, the Trustee shall withdraw moneys from the Series 2012 Excess Revenue Account to satisfy any deficiencies in the Series 2012 Reserve Account. Such deposits to either the Series 2012 Revenue Account or the Series 2012 Reserve Account shall constitute an Agency Advance. If the Trustee does not receive the Increment Revenues and Coverage Revenues from the Agency by January 31 of each calendar year, the Trustee shall promptly provide written notice to the District and the Agency of such failure. On the first Business Day occurring after the date the Trustee has determined it has sufficient Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account to satisfy the annual Debt Service Requirement of the Series 2012 Bonds and that the money on deposit in the Series 2012 Reserve Account is at least equal to the Series 2012 Reserve Requirement, the Trustee shall transfer the balance in the Series 2012 Excess Revenue Account to the Agency. Unlike the Increment Revenues which is an absolute pledge by the Agency, the use of Coverage Revenues by the District, as contemplated under the Indenture, is treated as an advance of such funds by the Agency. However, 17

41 if there are any Increment Revenues received in a calendar year and are not required to pay debt service on the Series 2012 Bonds in that year, such Increment Revenues shall be returned to the Agency. The Districts obligation to repay such advances shall be payable from the Series 2012 Assessments, the Deficiency Assessments, and Delinquent Assessments, if any, collected pursuant to the Uniform Assessment Collection Act, being Sections and , Florida Statutes, as amended and supplemented (herein, the Uniform Collection Method). The District is required to take all steps necessary to levy and collect the Deficiency Assessments to repay the Agency within six (6) months after the use of such Coverage Revenues. Set forth in the table below are the historical real property assessed values within the CCRA for the tax roll years 2001 through 2011: Historical Real Property Assessed Values CCRA Area Tax Roll Year Ended 12/31 Fiscal Year Ended 9/30 Final Gross Taxable Value % (+ / -) Base Year Taxable Value Incremental Value(1) % (+ / -) ,653, % 251,511, ,141, % ,240, % 251,511, ,728, % ,020,774, % 251,511, ,262, % ,251,729, % 251,511,950 1,000,217, % ,508,439, % 251,511,950 1,256,927, % ,067,885, % 251,511,950 1,816,373, % ,260,928, % 251,511,950 2,009,416, % ,262,212, % 251,511,950 2,010,700, % ,161,160, % 251,511,950 1,909,648, % 2010(2) ,856,193, % 251,511,950 1,604,681, % 2011(3) ,827,547, % 251,511,950 1,576,036, % (1) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value. (2) Represents Final Taxable Value as provided by the Palm Beach County Property Appraiser's Office (the "PAO"). (3) Represents the Preliminary Certification of Taxable Value as provided by the PAO. Final Certification was not available at time of printing. Source: Data provided to the District by the City of West Palm Beach, Florida 18

42 Set forth in the table below are the historical real property assessed values within the CityPlace Project Area for the tax roll years 2001 through 2011: Historical Real Property Assessed Values CityPlace Project Area Tax Roll Year Ended 12/31 Fiscal Year Ended 9/30 Final Gross Taxable Value % (+ / -) Base Year Taxable Value Incremental Value(1) % (+ / -) ,913, ,024, ,888, ,844, % 8,024, ,820, % ,770, % 8,024, ,745, % ,390, % 8,024, ,366, % ,589, % 8,024, ,565, % ,369, % 8,024, ,345, % ,760, % 8,024, ,736, % ,854, % 8,024, ,830, % ,087, % 8,024, ,063, % 2010(2) ,591, % 8,024, ,567, % 2011(3) ,112, % 8,024, ,087, % (1) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value. (2) Represents Final Taxable Value as provided by the Palm Beach County Property Appraiser's Office (the "PAO"). (3) Represents the Preliminary Certification of Taxable Value as provided by the PAO. Final Certification was not available at time of printing. Source: Data provided to the District by the City of West Palm Beach, Florida The unaudited amount of the Tax Increment proceeds deposited in the CCRA Trust Fund from Fiscal Years 2001 to 2011 is set forth below: Tax Roll Year Ended 12/31 Fiscal Year City of West Palm Ended 9/30 Beach Palm Beach County Downtown Development Authority Total % (+ / -) ,815,079 2,183, ,537 6,403, % ,756,135 2,709, ,313 7,951, % ,773,315 3,288, ,729 9,641, % ,506,633 4,275, ,532 12,557, % ,433,241 5,313, ,127 15,705, % ,545,607 7,385,375 1,408,723 22,339, % ,728,372 7,217,913 1,579,981 22,526, % ,421,747 7,222,526 1,615,141 23,259, % ,647,396 7,880,738 1,412,395 23,940, % 2010(1) ,564,844 7,392,092 1,213,605 21,170, % 2011(2) ,060,220 7,157,525 1,141,009 20,358, % Source- City of West Palm Beach Finance Department. (1) Represents tax increment revenues derived from a Final Taxable Property Value as provided by the Palm Beach County Property Appraiser's Office (the "PAO''). The Final Certification of Taxable Value was not available at time of printing. (2) Represents tax increment revenues derived from a Preliminary Certification of Taxable Value as provided by the PAO. The Final Certification of Taxable Value was not available at time of printing of the Citys Comprehensive Annual Financial Report for Set forth in the table below is a Debt Service Coverage table depicting Special Assessment, Increment Revenues and Coverage Revenues over Debt Service for the Fiscal Years 2006 through 2012: 19

43 Historic Debt Service Coverage Fiscal Year Special Assessment Revenues Increment Revenues Coverage Revenues Total Revenues Annual Debt Service Debt Service Coverage 2006 $2,220,078 $1,983,177 $2,495,793 $6,699,048 $4,203, $1,757,592 $2,450,063 $2,612,515 $6,820,170 $4,207, $2,070,920 $2,132,565 $2,551,401 $6,754,886 $4,203, $2,214,715 $1,989,985 $2,497,496 $6,702,196 $4,204, $974,689 $3,231,154 $2,807,788 $7,013,631 $4,205, $1,310,300 $2,896,488 $2,724,122 $6,930,910 $4,206, $1,210,283 $2,992,762 $2,748,190 $6,951,235 $4,203, Enforcement and Collection of Assessments The primary sources of payment for the Series 2012 Bonds are the Series 2012 Special Assessments imposed on the benefited taxpayers within the District. Currently, there is only one taxpayer in the District. To the extent that taxpayers fail to pay such Series 2012 Special Assessments, delay payments, or are unable to pay Series 2012 Special Assessments, the successful pursuit of collection procedures available to the District could be essential to continued payment of principal of and interest on the Series 2012 Bonds. The District Act provides for various methods of collection of delinquent taxes and non-ad valorem assessments by reference to other provisions of the Florida Statutes. The following is a summary of Series 2012 Special Assessments payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes. The District has covenanted in the Indenture to assess, levy, collect or cause to be collected and enforce the payment of Assessments in the manner prescribed under the Indenture and all resolutions, ordinances or laws thereunto appertaining and to pay or cause to be paid to the Trustee the proceeds of Series 2012 Special Assessments, as received. Florida law provides that, subject to certain conditions, special assessments may be collected in the same manner as county ad valorem taxes or directly by the taxing authority. The Series 2012 Special Assessments are imposed pursuant to the Act and the Interlocal Agreement, and, the validity of the Series 2012 Special Assessments, their imposition under the Act and the Interlocal Agreement and the status of the lien thereof equal in rank and dignity with the liens of all state, county, district or municipal taxes and other non-ad valorem assessments was validated by judgment of the Circuit Court of Palm Beach County, Florida, which judgment is final, and the appeal period for such judgment has expired. In addition, the Developer will execute and deliver a Declaration of Consent to Jurisdiction and Imposition of Special Assessments, which was recorded in the real estate records of Palm Beach County, Florida as a covenant running with the land, pursuant to which the Developer acknowledged the jurisdiction of the District to impose, levy and collect the Series 2012 Special Assessments pursuant to the Interlocal Agreement, the validity of the proceedings undertaken with respect thereto and the validity and priority of the lien thereof. 20

44 Assessments to be Collected Directly by the District It is contemplated that the District will collect the Series 2012 Special Assessments directly from the owners and/or tenants of the benefited property within the District (other than governmentally owned property) rather than using the Uniform Collection Method (hereinafter defined). It is expected that the Developer will be the only person receiving an assessment bill from the District, although it is contemplated that the annual rent payable by tenants may consist of a portion of the Series 2012 Special Assessments. Such direct method of collection permits foreclosure in the same manner as real estate mortgages and may prove more flexible as a remedial measure for larger parcels than the sale of tax certificates. Under the Act and the Interlocal Agreement, upon the failure of any taxpayer to pay the principal of any Series 2012 Assessment or the interest thereon, when due, the District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. Since the Developers interest in the parcels to be assessed by the District is a leasehold interest created under the Master Lease, any foreclosure action will be against the Developers leasehold interest. Upon a judgment for the unpaid Series 2012 Special Assessments, a special master will be appointed to sell the property (or the interest the taxpayer has in the subject property) at public auction, at which sale the District may also bid. Proceeds of any such foreclosure sale are required by the statute to be shared for the payment of state, city, county or other taxes or non-ad-valorem assessments in the manner determined by the special master. THERE CAN BE NO ASSURANCE THAT ANY SALE SUBJECT TO THE MASTER LEASE, PARTICULARLY A BULK SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH UNPAID ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO. ANY SUCH DEFICIENCY COULD RESULT IN THE NECESSITY OF THE DISTRICT TO RELY PRIMARILY ON THE INCREMENT REVENUES AND THE COVERAGE REVENUES TO PAY DEBT SERVICE ON THE SERIES 2012 BONDS WHEN DUE. Delinquent Assessments to be Collected in Same Manner as County Taxes A Series 2012 Assessment shall become delinquent if it is not paid within thirty (30) days from the due date (herein, Delinquent Assessments). Pursuant to the Interlocal Agreement, any Delinquent Assessments must be placed on the County tax roll for collection. The District or its agent shall notify the taxpayer who is delinquent within sixty (60) days from the date such Assessment was due. Florida law provides that, subject to certain conditions, special assessments, including the Delinquent Assessments, may be collected in the same manner as county ad valorem taxes. The District will certify to the Palm Beach County Property Appraiser (the Property Appraiser) the amount of the Delinquent Assessments. The District will enter into an agreement with the Property Appraiser that the Property Appraiser will place such Delinquent Assessments on the tax roll and forward the roll to the Palm Beach County Tax Collectors office (the Tax Collector) which is empowered to collect such Delinquent Assessments. Florida law requires the Property Appraiser and Tax Collector to enter into such agreements provided that the requirements of the statute therefor are satisfied. The statutes relating to enforcement of county taxes provide that county taxes become payable on November 1 of the year when assessed, constitute a lien upon the land from January 1 of the year following their levy, are due March 1 of such following year and are delinquent on April 1 of such following year. The Tax Collector is to bill such taxes together with all other County taxes, and taxpayers in the District are required to pay all such taxes without preference in payment of any particular increment of the tax bill, such as the increment owing for the Delinquent Assessments. Upon receipt of monies from the Tax Collector, the District will cause such monies to be deposited 21

45 with the Trustee for application under the Indenture. For purposes of this discussion, the Developer or subsequent tenant under the Master Lease and any subsequent owner in fee simple of any part of the District lands subject to the Assessment shall be the taxpayers. All County, school and special district taxes, assessments and voter-approved ad valorem taxes, including the Delinquent Assessments, are payable on one tax bill. If a taxpayer does not make complete payment, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such partial payments and the partial payments are returned to the taxpayer. Therefore, any failure to pay any one line item, whether it be the Delinquent Assessment or not, would cause the Delinquent Assessments to not be collected to that extent which may have an adverse effect on the ability of the District to make full or punctual payment of debt service on the Series 2012 Bonds or satisfy its other obligations under the Indenture. If Delinquent Assessments are paid during the November of the year when assessed or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing 1% per month to 1% in February. All unpaid taxes become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes prior to April 1 and after that date to institute statutory procedures upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers will result in a delay throughout this process. Taxpayers may elect to pay assessments in quarterly payments on June 30, September 30, December 31 of the year levied and March 31 of the year following. The first three payments receive discounts of 6%, 4% and 3%, respectively. Collection of delinquent taxes is, in essence, based upon the sale by the Tax Collector of tax certificates and remittance of the proceeds of such sale to the District for payment of the Delinquent Assessments due. In the event of a delinquency in the payment of taxes, the landowner may, prior to the sale of the tax certificates, pay delinquent taxes plus an interest charge of 18% per annum on the amount and on other costs and charges, except that there shall be a minimum interest charge of 3% on the amount of delinquent taxes. If the landowner does not act, the Tax Collector is to sell tax certificates to the person who pays the taxes owing and interest thereon and certain costs, and who accepts the lowest interest rate to be borne by the certificates (but not more than 18%). If there are no bidders, the County is to hold, but not pay for, tax certificates with respect to the property, bearing interest at the maximum legal rate of interest. The County may sell such certificates to the public at any time at the principal amount thereof plus interest at the rate of not more than 18% per annum and a fee. The demand for such certificates is dependent upon various factors which include the rate of interest which can be earned by ownership of such certificates and the value of the land (or the interest therein) which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. The underlying market value of the property in the District should determine the demand for such property and the expectation of successful collection of the Delinquent Assessments thereon. Any tax certificate in the hands of a person other than the County may be redeemed and cancelled by the person owning or claiming an interest in the underlying land, or a creditor thereof, so long as such redemption occurs prior to the time a tax deed is issued. The person effecting such redemption must pay the face amount of the certificate and interest at the rate borne by the certificate plus costs and other charges. Regardless of the interest rate actually borne by the certificates, persons redeeming tax sales certificates must pay a premium interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is cancelled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described in the preceding paragraph. 22

46 The private holder of a tax certificate which has not been redeemed has seven years from the date of issuance in which to act against the property. After an initial period of two years has passed, during which time action against the land is held in abeyance to allow for sales and redemptions of tax certificates, such holders may apply for a tax deed. With respect to the District lands subject to Series 2012 Special Assessments and the subject of the Master Lease, such person would not receive a tax deed on the fee simple estate because the Assessment only relates to the leasehold interest in such lands. The applicant is required to pay to the Tax Collector all amounts required to redeem outstanding tax certificates covering the land not held by him, and any omitted taxes or delinquent taxes, plus interest. If the County holds a tax certificate and has not succeeded in selling it, the County must apply for a tax deed after the Countys ownership of such certificate for two years. The County pays costs and fees to the Tax Collector but not any amount to redeem other outstanding certificates covering the land. Thereafter, the property is advertised for public sale. In any such public sale, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, and charges for cost of sale, redemption of other tax certificates on the land, and the amounts paid by such holder in applying for the tax deed, plus interest thereon. If there are no other bidders, the holder receives title to the land (or the interest therein of the delinquent taxpayer), and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bidders, the holder may enter the bidding. The highest bidder is awarded title to the land (or the interest therein of the delinquent taxpayer). If there are no bidders, the County may purchase the land within ninety (90) days of the offering for public sale for the minimum bid. After ninety (90) days have passed, any person may purchase the land (or the interest therein of the delinquent taxpayer) by paying the minimum bid to the County. Taxes accruing after the date of public sale do not require the repetition of this process but are added to the minimum bid. Seven (7) years after the date of public sale, unsold lands (or the interest therein of the delinquent taxpayer) escheat to the County in which they are located and all tax certificates and liens against the property shall be canceled and a deed is executed vesting title in the County Commission. The portion of proceeds of such sale needed to redeem the tax certificate (and all other amounts paid by such person in applying for a tax deed) are forwarded to the holder thereof or accredited to such holder if he or she is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the property and then to the former taxpayer (less service charges). Operation and Maintenance Assessments Operation and maintenance costs relating to the Project may be paid from the proceeds of the operation and maintenance assessments levied and collected by the District against the property within the District which is also subject to the Series 2012 Special Assessments (herein, the Operation and Maintenance Assessments). The Operation and Maintenance Assessments shall be computed against the various parcels on a fair and objective basis and shall not be pledged to pay debt service on the Series 2012 Bonds. 23

47 ESTIMATED SOURCES AND USES OF FUNDS Sources Bond Proceeds: Par Amount $39,890, Original Issue Premium 4,036, Total Bond Proceeds 43,926, Other Sources of Funds: Transferred from Series 1998 Revenue Account 3,036, Transferred from Series 1998 Reserve Account 4,207, Transferred From Series 1998 Acquisition Account 109, Total Other Sources 7,354, Total Sources $51,280, Uses Deposit to Escrow Fund $45,709, Deposit to Series 2012 Reserve Account 4,207, Deposit to Series 2012 Revenue Account 500, Costs of Issuance (including Underwriters Discount) 862, Total Uses $51,280,

48 DEBT SERVICE REQUIREMENTS Year Principal Interest Total Debt Service 2012 $1,002, $1,002, $1,510,000 1,956, ,466, ,590,000 1,879, ,469, ,765,000 1,795, ,560, ,925,000 1,703, ,628, ,615,000 1,589, ,204, ,750,000 1,455, ,205, ,890,000 1,314, ,204, ,040,000 1,166, ,206, ,195,000 1,010, ,205, ,360, , ,206, ,530, , ,204, ,710, , ,203, ,905, , ,207, ,105, , ,207, $39,890,000 $17,293, $57,183, THE PROJECT The Project financed with the proceeds of the Prior Bonds consisted of public infrastructure, including public parking, public plazas, water, wastewater and storm water utilities, lighting, paving and landscaping. General Information THE DISTRICT The District was established by the Act and by Ordinance No , enacted by the City Commission on March 26, 1990 and became effective on that date. Powers Among other provisions, the District Act gives the Districts Board of Supervisors the authority to (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain: (i) water management and control facilities for lands within the District and to connect any of such facilities with roads and bridges, (ii) water supply, sewer and wastewater management systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, 25

49 residue, or other byproducts of such system or sewer system, (iii) bridges or culverts, (iv) roads equal to or exceeding the specifications of the county in which such District roads are located, and street lights, (v) any other project within or without the boundaries of a District when a local government issued a development order approving or expressly requiring the construction or funding of the project by the District, or when the project is the subject of an interlocal agreement between the District and a governmental entity and is consistent with the local government comprehensive plan of the local government within which the project is to be located; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessment liens as provided in the District Act; and (d) exercise all other powers necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the District Act. In addition, pursuant to the District Act, the District has been authorized by Ordinance of the City, the local general-purpose government within the jurisdiction of which such powers are to be exercised, to exercise additional powers under the District Act, including planning, establishing, acquiring, constructing or reconstructing, enlarging and extending, equipping, operating, and maintaining additional systems and facilities for security and pest control. The District Act does not empower the District to adopt and enforce land use plans or zoning ordinances and the District Act does not empower the District to grant building permits, which functions are performed by the City acting through the City Commission and its departments of government. Board of Supervisors The governing body of the District is its Board of Supervisors (the Board), which is composed of five Supervisors (the Supervisors). The District Act provides that at the initial meeting of the landowners Supervisors must be elected with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors for a two-year term. Three of the five Supervisors are elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year terms and the remaining Supervisor is elected to a two-year term. Until the later of six (6) years after the initial appointment of the Board or the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected by vote of the landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). The District Act provides that commencing upon the later of six (6) years after the initial appointment of the Board or the year in which there are at least 250 qualified electors in the District, the Supervisors will be elected by the electors of the District in the manner prescribed by Florida law for holding general elections. If there is a vacancy on the Board, the remaining board members are to fill each vacancy for the unexpired term. The current members of the Board, the term of each member and his or her current occupation are set forth below: 26

50 Name Title Term Expires Lynda Harris* Chair November, 2012 Dennis Grady Vice Chair November, 2012 Kiernan Kilday Member November, 2014 Wendy Sartory Link Member November, 2012 Ryan Hallihan** Member November, 2014 *Shareholder with Carlton Fields, local counsel to the Developer. **Employed by the Developer. Notwithstanding anything in the Act to the contrary, the Interlocal Agreement requires that there be at least three (3) members of the Board of Supervisors who are not affiliated with or controlled by the Developer. The Act authorizes the Board to hire such employees and agents as it may determine necessary. Lewis, Longman & Walker, P.A., West Palm Beach, Florida, serves as counsel to the District. The District has retained Greenberg Traurig, P.A., West Palm Beach, Florida, as Bond Counsel. The District has retained Special District Services, Inc. (SDS), as District Manager and Craven Thompson & Associates, Fort Lauderdale, Florida, as its consulting engineer (the Consulting Engineer). The District Manager and Secretary The chief administrative official of the District is the District Manager. The District Act provides that the District Manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the District Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board. SDS provides management services and is actively involved in the management of more than 75 special districts throughout the State of Florida, including many community development districts that have collectively issued in excess of $500 million of bonds in more than 60 separate financings. The District Managers address is The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida. The Secretary to the Board of Supervisors is Richard Ellington, an employee of SDS. Outstanding Debt The Series 2012 Bonds refund all of the outstanding principal amount of the first and only bonds issued by the District. Any additional assessment bonds of the District will not be payable from or secured by the Series 2012 Special Assessments. General CITYPLACE REDEVELOPMENT PROJECT The CityPlace Redevelopment Project or CityPlace is a mixed-use redevelopment project that opened in October, 2000 and is located within the Redevelopment Area of the Agency. CityPlace includes specialty retail, restaurant, cinema, hotel, office and residential uses. CityPlace includes 27

51 729,519 sq. ft. of developed retail space and 48,936 sq. feet of committed and undeveloped retail space, organized around cultural and entertainment activities. The physical heart of CityPlace is Church Plaza, a pedestrian-friendly open air square. This activity intensive plaza is anchored by a landmark former church structure that has been transformed into a performance hall. The street front environment includes on-street parking, individualized retail storefronts, outdoor dining in distinctive destination restaurants and extensive use of arcades, loggias, landscape and water features. Location The master plan for CityPlace encompasses approximately a 72 acre site, with 30 acres south of Okeechobee Boulevard (which is a major east-west thoroughfare into the downtown area of the City) and 40 acres north of Okeechobee Boulevard. The site has been developed in several phases. Phase I, the retail and north residential portion of the development, is located on approximately 37 acres fronting on Okeechobee Boulevard. Phase II consists of a 350,000 sq. ft. office tower, Phase III consists of a 420 unit condominium tower, Phase IV will consist of a convention center hotel and parking garage and Phase V will consist of a second office tower. CityPlace is constructed on a premier retail location in Palm Beach County. With 72 contiguous acres in the heart of downtown West Palm Beach and the main access road to the affluent Palm Beach area running through the site, a retailer located in the project will have access and visibility in the South Florida region. The CityPlace development strategy responds to the widespread demand for entertainment-enhanced retail destinations both in the South Florida regional and national marketplaces. By bundling regional and national retailers across a wide array of retail categories (such as home/lifestyle, apparel, music, books, personal services, sports and leisure), CityPlace offers to the South Florida consumer a unique selection of the finest and most entertaining places to shop, dine and spend leisure time. The retail, dining and entertainment components of CityPlace consist of one- and two- level street front retail presentations by highly creative retailers and establish multiple draws to the site, ensuring repeat customer visitation. CityPlace has become one of the top tourist destinations in Palm Beach County with millions of visitors every year. The retail space is significantly leased to national, creditworthy retailers and maintains an average occupancy rate around 94%. CityPlace contains a 20 screen state-of-the-art multiplex theater and an IMAX theater, both with stadium and premier seating operated by Muvico Cinemas. The lease was executed in February 1998 and subsequently assigned by the original theater operator to Muvico. A major component of CityPlace development program is the space dedicated throughout the project for 10 destination restaurants. This selection of the nations top destination and concept restaurants is an additional traffic draw for CityPlace. Restaurant tenants currently include: The Cheesecake Factory, City Cellar owned by the Big City Restaurant Group, Il Bellagio, Taverna Opa, Brewzzis, Ruths Chris among others. Palm Beach County per capita restaurant sales are comparable to San Francisco, Miami, Orlando, and New Orleans and are higher than Chicago, Washington, D.C., Dallas, and New York City. Project Description Phase I: The initial phase of CityPlace included the residential, retail, and public parking components of the master planned development. The approximate physical space program of Phase I is summarized in the following table: 28

52 Retail, Entertainment, Cultural, Residential and Office: Retail, Entertainment, and Cultural: Specialty Retail* 370,337 sq. ft. Cinema (approx. 20 screens) 92,000 sq. ft. Restaurants* 128,656 sq. ft. Performance Hall (600 seats) 21,000 sq. ft. Total** 611,993 sq. ft. *Restaurant and Retail areas combined must have a total of 387,000 sq. ft. Residential Apartments: 54 units Parking: 3,000 spaces Residential: Residential: For Sale and Rental Units 480 units Residential Parking: 800 spaces Retail Summary (restated): Specialty Retail** 370,337 sq. ft. Restaurants** 128,656 sq. ft. Cinema 92,000 sq. ft. Total** 606,097 sq. ft. **Restaurant and retail areas combined must total a minimum of 410,000 sq. ft. Phase II: Phase II consists of a 350,000 sq. ft. office tower, including related parking, is located on a site southeast of Phase I and north of Okeechobee Boulevard. Phase III: Phase III consists of a 420 unit residential condominium building with ground floor units fronting Okeechobee Boulevard containing 9,235 sq. ft. of Specialty and Service Retail. Phase IV: Phase IV is intended to include the development of a 400 room convention center hotel together with related parking garage. Phase V: Phase V consists of a temporary one-story office facility with related surface parking and will subsequently be developed as an approximate 150,000 sq. ft. office tower. Source: CityPlace Retail, L.L.C. [Remainder of page intentionally left blank.] 29

53 Tenants On the date hereof, of the approximately 621,533 square feet of retail space, approximately 582,698 square feet (93.75%) are subleased to tenants (Tenants). On the date hereof, of the approximately 71,360 of office space, 44,785 square feet (62.76%) are subleased to Tenants. The Developer passes through to the Tenants the Series 2012 Special Assessments, the Operation and Maintenance Assessments, and all other non-ad valorem taxes and ad valorem taxes levied against the Developers leasehold interest in the lands subject to such assessments and taxes. Neither the District nor the Underwriter makes any representation herein regarding the ability of the Tenants to satisfy all of their obligations under the Subleases or the ability of the Developer to make such payments if any of the Tenants default under the Subleases. If the Developer shall default in its obligations under the Master Lease or fail to pay its Series 2012 Special Assessments (whether or not the Tenants pay a pro-rata portion thereof through their rent payments), the Developer could forfeit its leasehold interest in the lands subject to Subleases. In such case, the District would not disturb the rights of any Tenant who is not in default under its respective Sublease and the District shall continue to collect the rents as a nominal landlord. The Developer has never been in default under the Master Lease nor failed to make the Assessment payments. It is anticipated that the Increment Revenues will be sufficient to pay Debt Service on the Series 2012 Bonds in General THE DEVELOPER The Developer of the Project and the CityPlace Redevelopment Project is CityPlace Retail, L.L.C., a Delaware limited liability company (the Developer). The Developer is one hundred percent (100%) owned by CityPlace Retail Mezzanine, L.L.C., a Delaware limited liability company, its sole member (CityPlace Mezzanine). The Managing Member of CP Retail Mezzanine, L.L.C. is CP Mezzanine Manager, L.L.C., a Delaware limited liability company. The Managing Member of CP Mezzanine Manager, L.L.C. is CityPlace Partners, a Florida general partnership. The Administrative Partner of CityPlace Partners is Related CityPlace Associates, L.P., a Delaware limited partnership. The General Partner of Related CityPlace Associates, L.P. is Related CityPlace, L.L.C., a Delaware limited liability company. The Developer and its above named affiliates are entities directly or indirectly owned by Himmel and Company, Inc., a Massachusetts corporation (Himmel Group), J.W. OConnor & Co., Inc. a Delaware corporation (OConnor Group), the Related Group of Florida, a Florida general partnership (Related Florida Group) and The Related Companies, L.P., a New York limited partnership (Related New York Group). Himmel Group Kenneth A. Himmel is President and Chief Executive Officer of Related Urban, the nations leading developer of large-scale mixed-use properties. Related Urban, formed in 1997, is the mixeduse development division of Related Companies. Mr. Himmel is also Managing Partner of Gulf Related, a joint venture of Related Companies and Gulf Capital, one of the largest alternative asset managers in the GCC, formed to pursue marquee large-scale mixed-use real estate development opportunities in Abu Dhabi and the Kingdom of Saudi Arabia. 30

54 Under Mr. Himmels leadership, Related Urban has opened two award-winning iconic destinations -- Time Warner Center in New York City and CityPlace in West Palm Beach. Both of these projects have created a significant impact in the growth and transformation of their respective surrounding urban core. Time Warner Center is the 2.8 million square foot mixed-use project at Columbus Circle in New York City which serves as the world headquarters for Time Warner, Inc., Mandarin Oriental New York, Jazz at Lincoln Center, One Central Park Residences, The Shops of Columbus Circle, The Restaurant & Bar Collection including restaurants operated by world-class chefs Thomas Keller, Masa Takayama, Michael Lomonaco and Marc Murphy, as well as renowned nightlife entrepreneur, Rande Gerber. In 2000, CityPlace, a 72-acre mixed-use property opened and immediately revitalized downtown West Palm Beach into a vibrant and active destination. Mr. Himmel is also responsible for the formation of a restaurant collection in Boston which includes the legendary Grill 23, celebrating its 25th Anniversary, The Harvest, Post 390 and Bistro du Midi, a joint venture with Marlon Abela Restaurant Corporation (MARC). With over 30 years experience, Mr. Himmel is a renowned expert in developing successful mixed-use developments that combine architectural design and urban planning with dynamic shopping, entertainment, residences, offices and world-renowned restaurants to bring forth the energy and vitality of an urban destination with resonance to the local lifestyle and culture. Past developments include Water Tower Place and 730 North Michigan in Chicago, Copley Place in Boston, Reston Town Center in Reston and Pacific Place in Seattle. Mr. Himmel received a Bachelor of Science degree with distinction from Cornell University - School of Hotel Administration in 1970 and a Bachelor of Science degree from The College of William and Mary in OConnor Group The OConnor Group is one of the most respected real estate investment and management firms in the United States. Since its founding in 1983 by Jeremiah W. OConnor, Jr., the firm has acquired on behalf of various investment funds and institutional clients, equity and debt interests of nearly $6 billion in real estate assets and has engaged in a wide range of real estate related businesses including extensive retail development and property management. Mr. OConnor began his career at Lazard Freres & Co. in investment banking and real estate. He later became officer of Peerage Properties, a real estate company controlled by Lazard and the predecessor entity to Corporate Property Investors (CPI). Mr. OConnor served as Senior Investment Officer of CPI from its inception in 1971 until 1983 when he formed The OConnor Group. Mr. OConnor passed away in The OConnor Group is now lead by long time employees of the company. Related Florida Group Led by Jorge M. Pérez, The Related Group has redefined South Florida's landscape. Since its inception more than 30 years ago, the company has built and/or managed more than 80,000 apartments and condominium residences. The company is one of the largest Hispanic-owned businesses in the United States. The Related Group's expertise in strategic land acquisition and cultured lifestyle development represents a strong future for South Florida. Armed with a land bank of carefully selected sites, new financing techniques, a clean balance sheet and the collective strength of Related ISG, Mr. Pérez and his team are set to roll out new properties answering the demands and desires of a new generation. 31

55 In August of 2005, TIME Magazine named Mr. Pérez one of top 25 most influential Hispanics in the United States, and he has made the cover of Forbes twice. Mr. Pérez has been at the forefront of South Florida's urban evolution, often being the first developer to enter emerging or undiscovered neighborhoods. His passion for vibrant urban communities is reflected in his involvements in the arts and cultural affairs. A knowledgeable art collector, he is a previous board member of the National Endowment for the Arts, and serves on the board of directors of the Miami Art Museum, spearheading the capital campaign for its new Museum Park location in Miami's Bicentennial Park with a $35 million donation in The institution will bear his name when it opens as the Jorge M. Pérez Art Museum of Miami-Dade County. He's taken passion for the arts into his developments, bringing master artists like Jose Bedia into Related buildings, and creating the art wall on the Riverwalk featuring various works of art that are not only extensions of Related buildings, but also community landscapes. The talents of Philipe Starck, David Rockwell, Karim Rashid, Carlos Ott, Yabu Pushelberg, Arquitectonica and many others have served as collaborators and inspirations behind Related properties. While The Related Group is best known for its luxury high-rise developments and visionary mixed-use urban centers, Mr. Pérez made his first impact on South Florida's affordable housing market. He started out in the late 1970's, building in neighborhoods such as Miami's Little Havana and Homestead. Even then, his attention to detail and commitment to creating quality living environments distinguished him within the marketplace. Pérez is past chair and currently a member of the Miami-Dade Cultural Affairs Council and was a director of the Miami International Film Festival. He is a member of the University of Miami's Board of Trustees. The University's new architecture center, Jorge M. Pérez Architecture Center, designed by Leon Krier made its debut in the fall of Similarly, the Miami Wellness Center has been named after Mr. Pérez and his wife, Darlene. He has received numerous awards for his professional and philanthropic achievements including Builder of the Year, from Multifamily Executive; Ernst & Young's Entrepreneur of the Year; the Hispanic Achievement & Business Entrepreneurship Award from Hispanic Magazine; Sand In My Shoes Award from the Greater Miami Chamber of Commerce for his commitment to the South Florida community; and Developer of the Year from several other associations and publications such as the Latin Builders Association. The Developers and Builders Alliance honored him with its most exalted award, the 2006 Community Advancement Award. In early 2006, Mr. Pérez was awarded the Icon in Real Estate Award of Excellence at MIPIM in Cannes, France; the only American developer ever to have been honored with such a prestigious award. The Urban Land Institute honored Mr. Pérez with the Lifetime Achievement Award in September 2006 and he was named Hispanic Role Model of 2006 by the Miami Dade County's Hispanic Affairs Advisory Board. Mr. Pérez was born in Buenos Aires, Argentina to Cuban parents. He graduated summa cum laude from C.W. Post College and earned a Masters Degree in Urban Planning, with highest honors, from the University of Michigan. Related New York Group Stephen M. Ross is the Chairman, Chief Executive Officer and Founder of Related Companies. Mr. Ross formed the company in 1972 and today the company includes over 2,000 professionals. Related has developed over $20 billion in real estate and owns real estate assets valued at over $15 billion made up of best-in-class mixed-use, residential, retail, office, trade show and affordable properties in premier high-barrier-to-entry markets. Mr. Ross is also the majority owner of the Miami Dolphins and Sun Life Stadium. 32

56 Mr. Ross began his career in Detroit, Michigan as a tax attorney. He later moved to New York where he specialized in real estate and corporate finance at two investment banking firms immediately prior to founding Related. Mr. Ross graduated from the University of Michigan with a Bachelor of Business Administration degree and from Wayne State University Law School with a Juris Doctor degree. He then received a Master of Laws in Taxation from New York University School of Law. In 2004, the University of Michigan renamed its business school the Stephen M. Ross School of Business at the University of Michigan and in 2011 the University of Michigan awarded Mr. Ross an honorary degree, Doctor of Laws. Mr. Ross is Chairman of the Board of Directors of Equinox Holdings, Inc. and chairperson emeritus of the Real Estate Board of New York (REBNY), the citys leading real estate trade association. As a member of the Board of Trustees of the Guggenheim Foundation, Mr. Ross was involved in the planning of a major renovation of the Frank Lloyd Wright iconic building in New York and other new museums. He is a trustee of New York Presbyterian Hospital, the Urban Land Institute, the NY Chapter of Juvenile Diabetes Research Foundation International, the Levin Institute and is a director of the Jackie Robinson Foundation and the World Resources Institute. He also serves on the Executive Committee and is a trustee of Lincoln Center. Over the years, Mr. Ross has received numerous honors for his business, civic, and philanthropic activities. Most recently, he was named the Most Powerful Person in New York Real Estate by the New York Observer, Multi-Family Property Executive of the Year by Commercial Property News, and Housing Person of the Year by the National Housing Conference. He also received The National Building Museum Honor Award, REBNYs Harry B. Helmsley Distinguished New Yorker Award and the Jack D. Weiler Award from UJA. Crains New York named Mr. Ross one of the 100 Most Influential Leaders in Business and Mr. Ross was recognized by NYC & Company with their Leadership in Tourism Award. Right To Purchase Land From Agency Pursuant to the Master Lease, the Related Florida Group or an affiliate thereof was granted the option to purchase the residential components of the Lease Site upon completion of construction of the residential components, and the Related Florida Group exercised such option. Such option to purchase included the purchase of the parking garage located in Tract A-1 of the CityPlace Plat No. 1, for the Lease of such garage from the Agency to the District. The Tract A-1 garage was subsequently conveyed by the Related Florida Group to the Developer. The Master Lease also granted to the Developer the right to purchase all of the Lease premises upon terms set forth in the Master Lease, and the Developer has exercised its option to purchase the Lease premises for Phase II, Phase III, Phase IV and Phase V. The Developer has completed development of an office tower on Phase II and a 420 unit residential tower with 9,235 sq. ft. of Specialty and Service Retail on Phase III. The Developer proposes to build a convention center hotel on Phase IV. Although Phase V has not yet been developed, governmental approvals have been vested for development of a second 150,000 sq. ft. office tower and related parking on the parcel. The mixed use retail, residential and office parcel comprising the mixed-use portion of Phase I remains under the Master Lease but has been completely developed since October, The purchase price for the mixed-use component of Phase I, pursuant to the Master Lease, will correspond to the unpaid principal of and interest on the 2010 loan to the Agency which refunded the Sunshine State Loans the proceeds of which were used by the Agency to assemble the land originally leased to the Developer. See INTRODUCTION Master Lease and Public Improvement Leases, herein. Financing Of CityPlace CMSC 2007-C1 South Rosemary, LLC, a Florida limited liability company, is the owner and holder of that certain Amended and Restated Fee, Leasehold and Condominium Mortgage and 33

57 Security Agreement dated as of October 6, 2006, in favor of Column Financial, Inc., a Delaware corporation, recorded October 10, 2006, in Official Records Book 20945, Page 1855, in the Public Records of Palm Beach County, Florida as subsequently amended from time to time, having an outstanding principal balance in the amount of $150,000,000. The Mortgagee will be afforded certain cure rights if the Developer should default in its obligations under the Master Lease. The Mortgagees security for repayment of the aforementioned loan consists primarily of a mortgage on the Developers leasehold interest. The mortgage is subordinate to the Master Lease. See THE MASTER LEASE herein. THE MASTER LEASE The Master Lease is the principal document which gave the Developer the right to construct the CityPlace Redevelopment Project on the Lease Site. The Developer, as a tenant under the Master Lease, has various responsibilities with respect to the premises being leased. These responsibilities include but are not limited to (i) maintaining insurance, (ii) maintaining the Lease Site in good repair, including environmental remediation, if necessary, and (iii) the obligation to indemnify the Agency. The Master Lease is a net lease to the Developer which means that the Developer is responsible to pay all taxes and assessments, insurance, operating expenses, maintenance costs and the like, without any set-off, deduction or diminution in the rent payments. The Developers rent under the Master Lease corresponds to the debt service on loans to the Agency to purchase the land for redevelopment funded by the Agency Land Loans or any refunding or replacement thereof. Currently, the principal amount of the Agency Land Loans is $2,739,608, and such loans currently bear interest at a variable rate. The original proceeds of the Agency Land Loans, together with the Agencys power of eminent domain, were used to acquire the Project Site. The Developer is also required to make annual contributions toward public bus transportation. If the Developer should default under the Master Lease, the Bank is granted certain cure rights. If neither the Developer nor the Bank cures certain events of default during the permitted cure period, the Developer must surrender the Project Site to the Agency. See BONDHOLDERS RISKS, herein. BONDHOLDERS RISKS There are certain risks inherent in the Districts ability to pay principal of and interest on the Series 2012 Bonds. Certain of these risks are described in the preceding section entitled SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS Enforcement and Collection of Assessments. Certain additional risks are associated with the Series 2012 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2012 Bonds and prospective purchasers are advised to read this Official Statement in its entirety for a more complete description of investment considerations relating to the Series 2012 Bonds. 1. Receipt of the Series 2012 Special Assessments is entirely dependent upon their timely payment by the Developer and, indirectly, from certain of the Tenants, to the extent any portion of the Series 2012 Special Assessments is made part of the Tenants obligations under the Subleases. In the event of the institution of bankruptcy or similar proceedings with respect to the Developer, or any other significant taxpayer within the District, there could be delays in the payment by the District of debt service requirements on the Series 2012 Bonds. In addition, the remedies available to the Holders of Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. 34

58 Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Series 2012 Bonds, including without limitation, enforcement of the obligation to pay Series 2012 Special Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2012 Bonds (including the approving opinion of Bond Counsel) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Series 2012 Bonds could have a material adverse impact on the interest of the Holders thereof. 2. One source of security for the payment of the principal of and interest on the Series 2012 Bonds is the timely collection of Series 2012 Special Assessments levied by the District on the benefited land within the Project. The Series 2012 Special Assessments do not constitute a personal indebtedness of the Developer, either as the lessee under the Master Lease or as an owner (in the event the Developer exercises certain purchase options under the Master Lease), but are secured by a lien on the taxpayers interest in such land. Currently, only the Developers leasehold interest is subject to the Series 2012 Special Assessments. There is no assurance that the Developer, future lessees under the Master Lease or owners of the benefited lands will be able to pay the Series 2012 Special Assessments or that they will pay such Series 2012 Special Assessments even though financially able to do so. If the District commences foreclosure proceedings, there can be no assurance that the taxpayers interest in the benefited lands (initially only a leasehold interest) will have a value that is sufficient or realizable to pay debt service on the Series 2012 Bonds. Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates in connection with Delinquent Assessments will be dependent on various factors, including the interest rate that can be earned by ownership of such certificates and the value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder after two years. The assessment of the benefits to be received by the land within the CityPlace Redevelopment Project as a result of the implementation and development of the Project is not indicative of the realizable or market value of the land, which value may be actually higher or lower than the assessment of benefit. To the extent that the realizable or market value of the land benefited by the Project is lower than the assessment of benefits, the ability of the District to foreclose interests in such benefited property or the County to sell tax certificates relating to such land may be adversely affected. Such adverse effect could render the District unable to collect Delinquent Assessments, if any, and, provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of the debt service requirements on the Series 2012 Bonds. 3. The willingness and/or ability of the Developer and certain of the Tenants (indirectly through their rent under the Subleases) to pay the Series 2012 Special Assessments could be affected by the existence of other taxes and assessments imposed upon the property by the District, the County, the City or other taxing authorities. In addition, the District will levy operation and maintenance assessments and may levy additional assessments to pay debt service on bonds or other obligations issued in addition to the Series 2012 Bonds, which assessments may be imposed on the same District lands that are subject to the Series 2012 Special Assessments as a result of the Project. County, municipal, school and special district taxes, special assessments and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, other than the Series 2012 Special Assessments, are payable at one time. Under the Uniform Collection Method, if a taxpayer does not make a complete payment, the taxpayer cannot designate specific line items on his or her tax bill as deemed paid in full; in such case, the Tax Collector generally does not accept partial payment. Therefore, in the event the Delinquent Assessments are collected by the Uniform Collection Method, any failure to pay any one line item, whether it be the Delinquent Assessments or not, would cause the Delinquent Assessments not to be collected to that extent, which could have an adverse impact on the Districts ability to make full or punctual payment of the debt service requirements on the 35

59 Series 2012 Bonds. Public entities whose boundaries overlap those of the District, such as the County, the City or the School District of Palm Beach County, Florida could, without the consent of the Developer, future lessee under the Master Lease, or future owners of the benefited lands, impose additional taxes on the property within the District. Although the lien of the Assessment is of equal dignity with the liens for taxes upon such land, tax increases or the imposition of new taxes by public entities whose boundaries overlap those of the District may render the Developer or a future lessee under the Master Lease, or future owners of the benefited lands within the District, unwilling or unable to make Assessment payments; such failure to pay could adversely affect the ability of the District to make full or punctual payment of debt service requirements on the Series 2012 Bonds. 4. The Agencys growth strategy for the Expanded City Center Redevelopment Area is in competition with other communities located outside the Expanded City Center Redevelopment Area but within the City, whose growth will not generate Increment Revenues and Coverage Revenues for the payment of the Series 2012 Bonds. In the event that a large number of rental or commercial projects are constructed in the City outside the Expanded City Center Redevelopment Area, the demand for residential housing and commercial properties within the Expanded City Center Redevelopment Area could be reduced, thereby leading to a possible reduction in future development in the Expanded City Center Redevelopment Area and a reduction in collections of Increment Revenues and Coverage Revenues. 5. Certain economic or political developments, such as the recent downturns in the State, national or international economy, increased national or international barriers to tourism or trade or international currency fluctuations could all adversely affect the continued development of the Expanded City Center Redevelopment Area, including the CityPlace Redevelopment Project therein, or its attraction to business and investors. 6. Numerous events could occur that might reduce or cause stagnation in the value of real property within the Expanded City Center Redevelopment Area, including natural disasters, public acquisition of property within the Expanded City Center Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain, or social, economic or demographic factors (or adverse public perceptions thereto) beyond the control of the Agency, the City or the taxpayers in the Expanded City Center Redevelopment Area. Any or all of such events could adversely affect the realization and collection of Increment Revenues and Coverage Revenues. 7. The addition of significant numbers of new taxpayers or an increase of property values outside the Expanded City Center Redevelopment Area could result in an environment favorable to the reduction of the County and/or City millage rates that would, in turn, reduce the amount of Increment Revenues and Coverage Revenues. 8. State law allows taxpayers to dispute assessment valuations. Various State, local, national and international economic conditions may influence a taxpayers willingness to make or forego such an appeal. The statutory method for determining Tax Increment payments uses a factor of 95%, due in part to an expectation of some such appeals. Any volume of appeals which are successful in reducing the overall assessed value of the Expanded City Center Redevelopment Area in excess of such a margin of error could result in reduced amounts of Increment Revenues and Coverage Revenues. 9. Owners should note that several mortgage lenders have, in the past, raised legal challenges to the primacy of the liens of special assessments in relation to the liens of mortgages burdening the same real property; in all such cases to date, the applicable courts have held that the special assessment liens (like those of the Series 2012 Special Assessments) are superior to those of the commercial mortgage lenders. 36

60 10. On January 11, 2012, the Governor of the State of Florida issued an Executive Order (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor (the "OPB") to examine the role of special districts in Florida, with a "special focus on increasing efficiency, fiscal accountability and transparency of operations to the public" and to submit reports to the Governor setting forth its findings and recommendations, including any recommendations for legislative action. The Executive Order states that the OPB's review is necessary to determine whether special districts are serving a legitimate public purpose, governed efficiently, levying taxes, fees and assessments appropriately, being held accountable to the public whose lives they directly impact, operating in a transparent manner and prudently spending taxpayers' dollars. The District is an independent special district of the State of Florida created pursuant to Chapter 190, Florida Statutes (the "Act"). It is not possible to determine at this time what recommendations, if any, the OPB will make pursuant to the Executive Order that will impact the District and whether the Florida Legislature will implement any recommendations of the OPB through legislation that will impact the District. Section (14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the... assessments... and to fulfill the terms of any agreement made with the holders of such bonds... and that it will not impair the rights or remedies of such holders." 11. The State legislature, the courts or an administrative agency with jurisdiction in the matter could enact new laws or regulations or interpret, amend, alter, change or modify the laws or regulations governing the collection, distribution, definition or accumulation of ad valorem tax revenues generally, or Tax Increment payments specifically, in a fashion that could adversely affect the ability of the District to pay debt service on the Series 2012 Bonds. 12. Since the Developer intends to pass through to certain of the Tenants, in the form of lease payments under the Sublease, the Series 2012 Special Assessments, as well as other taxes and Non-ad Valorem Assessments levied against the Developers interest in the benefited lands, there can be no assurance that the Tenants will be able or willing to satisfy their obligations under the Subleases. National, international, State and local economic conditions, competition, natural disasters, as well as the total amount of rent imposed on the Tenants, could have an adverse impact on the Tenants ability or willingness to meet its obligations under the Subleases. VALIDATION OF PRIOR BONDS The Prior Bonds were validated by a Final Judgment of the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida, issued on November 6, 1998, and the period during which an appeal could be taken from that judgment has expired and no appeal was filed. Section 75.09, Florida Statutes, as amended, provides that a final judgment validating bonds and taxes, assessments or revenues pledged for the payment thereof, from which no appeal is taken or from which an appeal is taken and the judgment is affirmed, is forever conclusive as to all matters adjudicated against a plaintiff and all parties affected thereby, including all property owners and taxpayers and all others having or claiming any right, title or interest in property to be affected by the issuance of said bonds, certificates or other obligations or to be affected in any way thereby, and the validity of said bonds, certificates or other obligations or of any taxes, assessments or revenues pledged for the payment thereof, or of the proceedings authorizing the issuance thereof, including any remedies provided for their collection, shall never be called in question in any court by any person or party. The scope of judicial review, however, focuses on whether: (1) a public body has the authority to incur the obligation; (2) the purpose of the obligation is legal; and (3) the proceedings authorizing the obligation were proper. A final judgment validating bonds does not preclude a party from challenging the validity of such bonds or certificates on constitutional grounds. 37

61 TAX MATTERS General. In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions and assuming continuing compliance with certain covenants and the accuracy of certain representations, (1) interest on the Series 2012 Bonds will be excludable from gross income for federal income tax purposes, (2) interest on the Series 2012 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (3) interest on the Series 2012 Bonds will be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations, and (4) the Series 2012 Bonds and the income thereon will not be subject to taxation under the laws of the State, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. The above opinion on federal tax matters will be based on and will assume the accuracy of certain representations and certifications, and compliance with certain covenants, of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2012 Bonds will be and will remain obligations, the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2012 Bonds. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excludable from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations in order for the interest to be and to continue to be so excludable from the date of issuance. Noncompliance with these requirements by the District may cause the interest on the Series 2012 Bonds to be included in gross income for federal income tax purposes and thus to be subject to federal income tax retroactively to the date of issuance of the Series 2012 Bonds. The District has covenanted to take the actions required of it for the interest on the Series 2012 Bonds to be and to remain excludable from gross income for federal income tax purposes, and not to take any actions that would adversely affect that excludability. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt of interest on, or disposition of the Series 2012 Bonds. Prospective purchasers of the Series 2012 Bonds should be aware that the ownership of 2012 Bonds may have certain collateral federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, foreign corporations doing business in the United States, S corporations and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these or other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2012 Bonds. Prospective purchasers of the Series 2012 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Bond Counsel will express no opinion regarding those consequences. Purchasers of the Series 2012 Bonds at other than their original issuance at the respective prices or yields indicated on the inside cover of this Official Statement should consult their own tax advisors regarding other tax considerations such as the consequences of market discount. From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress that, if enacted into law, could alter or amend one or more of the federal tax matters described above including, without limitation, the excludability from gross income of interest on the 38

62 Series 2012 Bonds, adversely affect the market price or marketability of the Series 2012 Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would apply to the Series 2012 Bonds. If enacted into law, such legislative proposals could affect the market price or marketability of the Series 2012 Bonds. Prospective purchasers of the Series 2012 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. Original Issue Premium. All of the Series 2012 Bonds (for purposes of this paragraph, the Premium Series 2012 Bonds) have been sold at a premium and will be reoffered at prices in excess of the principal amount payable at maturity. Under the Code, the difference between the principal amount payable at maturity of a Premium Series 2012 Bond and the tax basis of a Premium Series 2012 Bond to the purchaser, other than a purchaser who holds a Premium Series 2012 Bond as inventory, stock in trade or for sale to customers in the ordinary course of business, is bond premium. Series 2012 Bond premium is amortized over the term of a Premium Series 2012 Bond. A purchaser of a Premium Series 2012 Bond is required to decrease his or her adjusted basis in the Premium Series 2012 Bond by the amount of amortizable bond premium attributable to each taxable year he or she holds the Premium Series 2012 Bond. The amount of amortizable bond premium attributable to each taxable year is determined at a constant interest rate compounded actuarially. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Series 2012 Bond. Purchasers of Premium Series 2012 Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon the sale, redemption or other disposition of Premium Series 2012 Bonds and with respect to the state and local tax consequences of owning and disposing of Premium Series 2012 Bonds. Potential purchasers of Premium Series 2012 Bonds should consult their own tax advisors concerning the effects of purchasing Premium Series 2012 Bonds with respect to their particular federal tax situations. Information Reporting and Backup Withholding. Interest paid on tax-exempt bonds such as the Series 2012 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2012 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of 2012 Bonds, under certain circumstances, to backup withholding at the rates set forth in the Code, with respect to payments on the Series 2012 Bonds and proceeds from the sale of 2012 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2012 Bonds. This withholding generally applies if the owner of 2012 Bonds (i) fails to furnish the payor such owners social security number or other taxpayer identification number (TIN), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other reportable payments as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owners securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2012 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. 39

63 CONTINUING DISCLOSURE In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC Rule"), the District and the Developer will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement"), the form of which is attached hereto as APPENDIX C. Pursuant to the Disclosure Agreement, the District and the Developer have each covenanted for the benefit of Bondholders to provide certain financial information and operating data relating to the District, the Developer, the Agency and the Series 2012 Bonds in each year (the "District Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant by the District shall only apply so long as the Series 2012 Bonds remain outstanding under the Indenture. The District Annual Report will be filed by the District with the Municipal Security Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as APPENDIX C. The notices of material events will also be filed by the District with EMMA. In accordance with the Rule and pursuant to the Disclosure Agreement, Special District Services, Inc. has been appointed as the dissemination agent for all of the foregoing disclosure materials. The specific nature of the information to be contained in the District Annual Report and the notices of material events are described in APPENDIX C. The Disclosure Agreement will be executed by the District at the time of issuance of the Series 2012 Bonds. The foregoing covenants have been made in order to assist the Underwriters in complying with the SEC Rule. The District and the Developer have previously entered into continuing disclosure undertakings with respect to the Prior Bonds. The District has been in compliance with its continuing disclosure undertakings with respect to the Prior Bonds. With respect to the Series 2012 Bonds, no party other than the District and the Developer is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the SEC Rule. In addition, the District, as an independent special district under the laws of Florida, is required to file certain information, including audited annual financial statements, with the Florida Department of Community Affairs, and to maintain records open to the public for examination and copying under state public records laws. In addition, copies of audited annual financial statements and certain other reports and information are required by the Indenture to be filed with the Trustee. Public records of the District may be examined upon reasonable notice during normal business hours at the office of its District Manager at Special District Services, Inc., The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida 33410, phone or toll free , and the District will furnish copies of any public records of the District to any Owner or person claiming a beneficial ownership interest in the Series 2012 Bonds, upon written request of such Owner or person specifying the particular records to be copied and payment of the Districts reasonable copying charges then in effect and mailing or other delivery costs. FINANCIAL STATEMENTS The general purpose financial statements of the District for the fiscal year ended September 30, 2010, included in this Official Statement have been audited by Grau & Associates, Boca Raton, Florida, independent certified public accounts, as stated in their report appearing in APPENDIX D. The District has covenanted in the Continuing Disclosure Agreement attached hereto as APPENDIX C to provide its annual audit commencing with the audit for the District fiscal year ended September 30, 2011 to certain information repositories as described therein. 40

64 AGREEMENT BY THE STATE Under the District Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2012 Bonds, that it will not limit or alter the rights of the issuer of such bonds to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the District Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the District Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders. LEGALITY FOR INVESTMENT The District Act provides that the Series 2012 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of State, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section , Florida Statutes, as amended and supplemented, and the regulations promulgated thereunder (the Disclosure Act) requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private businesses). The District is not and has not since December 31, 1975, been in default as to principal and interest on its bonds or other debt obligations. LITIGATION There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Series 2012 Bonds, or in any way contesting or affecting the validity of the Series 2012 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any monies or security provided for the payment of the Series 2012 Bonds, or the existence or powers of the District. The Developer has represented to the District that it is not aware of litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Series 2012 Bonds, or with respect to the Project or CityPlace or with respect to the enforceability of the Master Lease or any other documents or instruments relating to any of the foregoing. RATING Fitch Ratings, Inc. has assigned a rating of A to the Series 2012 Bonds. Such rating reflects only the views of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency. Generally, a rating agency bases its ratings on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such rating will continue for any given period of time or that such rating will 41

65 not be revised downward or withdrawn entirely by the rating agency, if circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Series 2012 Bonds. UNDERWRITING Citigroup Global Markets Inc. and Estrada Hinojosa & Company, Inc. (the Underwriters) have agreed pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2012 Bonds from the District at a purchase price of $43,463,383.00, which is equal to the principal amount of the Bonds ($39,890,000.00), less underwriters discount in the amount of $462, and plus original issue premium in the amount of $4,036, The Underwriters obligations are subject to certain conditions precedent and the Underwriters will be obligated to purchase all the Series 2012 Bonds if any are purchased. The Series 2012 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriters. Citigroup Inc., parent company of Citigroup Global Markets Inc., an underwriter of the Bonds, has entered into a retail brokerage joint venture with Morgan Stanley. As part of the joint venture, Citigroup Global Markets Inc. will distribute municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective on June 1, As part of this arrangement, Citigroup Global Markets Inc. will compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Bonds. LEGAL MATTERS All legal matters related to the authorization, issuance, sale and delivery of the Series 2012 Bonds are subject to the approval of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their Counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. Certain legal matters will be passed upon for the District by its counsel, Lewis, Longman & Walker, P.A., West Palm Beach, Florida, and for the Trustee by its in house counsel. Certain legal matters will be passed upon for the Developer by Carlton Fields, West Palm Beach, Florida. FINANCIAL ADVISOR TO THE AGENCY Dunlap & Associates, Inc., Winter Park, Florida, has acted as the financial advisor to the Agency in connection with the transactions described herein. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized. The references herein to the Series 2012 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions. 42

66 This Official Statement is submitted in connection with the sale of the Series 2012 Bonds and may not be reproduced or used, as a whole or as a part, for any purpose. This Official Statement is not to be construed as a contract with the purchaser or the Owners or Beneficial Owners of any of the Series 2012 Bonds. This Official Statement has been duly authorized, executed and delivered by the District. CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: /s/ Dennis Grady Vice Chair 43

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68 APPENDIX A FORMS OF MASTER INDENTURE AND SUPPLEMENTAL INDENTURE

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70 TABLE OF CONTENTS Article I DEFINITIONS...2 MASTER TRUST INDENTURE between CITYPLACE COMMUNITY DEVELOPMENT DISTRICT and WELLS FARGO BANK, NATIONAL ASSOCIATION As Trustee Dated as of April 1, 2012 relating to CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS Article II THE BONDS...19 SECTION Amounts and Terms of Bonds; Details of Bonds...19 SECTION Execution...20 SECTION Authentication...20 SECTION Registration and Registrar...20 SECTION Mutilated, Destroyed, Lost or Stolen Bonds...20 SECTION Temporary Bonds...21 SECTION Cancellation and Destruction of Surrendered Bonds...21 SECTION Registration, Transfer and Exchange...21 SECTION Persons Deemed Owners...22 SECTION Limitation on Incurrence of Certain Indebtedness...22 SECTION Qualification for The Depository Trust Company...23 Article III ISSUE OF BONDS...25 SECTION Issue of Bonds...25 Article IV ACQUISITION OF PROJECT...28 SECTION Project to Conform to Plans and Specifications; Changes...28 SECTION Compliance Requirements...28 Article V ACQUISITION AND CONSTRUCTION FUND...29 SECTION Acquisition and Construction Fund...29 Article VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS...31 SECTION Special Assessments; Lien ofindenture on Pledged Revenues...31 SECTION Funds and Accounts Relating to the Bonds...31 SECTION Revenue Fund...32 SECTION Debt Service Fund...33 SECTION Debt Service Reserve Fund...35 SECTION Bond Redemption Fund...37 SECTION Drawings on Credit Facility...38 SECTION Procedure When Funds Are Sufficient to Pay All Bonds of a Series...38 SECTION Certain Moneys to Be Held for Series Bondowners Only...39 SECTION Unclaimed Moneys...39 SECTION Rebate Fund...39 Article VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS...40 SECTION Deposits and Security Therefor...40 SECTION Investment or Deposit of Funds...40 SECTION Valuation of Funds...41 Article VIII REDEMPTION AND PURCHASE OF BONDS...42 SECTION Redemption Dates and Prices...42 SECTION Notice of Redemption and of Purchase...43 SECTION Payment of Redemption Price...44 SECTION Partial Redemption of Bonds...45 Article IX COVENANTS OF THE ISSUER...46 SECTION Power to Issue Bonds and Create Lien...46 SECTION Payment of Principal and Interest on Bonds...46 SECTION Special Assessments; Re-Assessments...47 SECTION Method of Collection...47 SECTION Delinquent Special Assessments...48 SECTION Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens...48 SECTION Books and Records with Respect to Special Assessments...49 SECTION Removal of Special Assessment Liens...49 SECTION Deposit of Special Assessments...50 SECTION Construction to be on District Lands...50 SECTION Operation, Use and Maintenance of Project...51 SECTION Observance of and Compliance with Valid Requirements...51 SECTION Payment of Operating or Maintenance Costs bystate or Others...51 SECTION Public Liability and Property Damage Insurance; Maintenance of Insurance; Use ofinsurance and Condemnation Proceeds...51 SECTION Collection of Insurance Proceeds...53 SECTION Use of Revenues for Authorized Purposes Only...53 SECTION Books and Records...53 SECTION Observance of Accounting Standards...54 SECTION Employment of Certified Public Accountant...54 SECTION Establishment of Fiscal Year, Annual Budget...54 SECTION Employment of Consulting Engineer; Consulting Engineers Report SECTION Audit Reports...55 SECTION Information to Be Filed with Trustee...55 SECTION Covenant Against Sale or Encumbrance; Exceptions...55 SECTION [RESERVED] SECTION No Loss of Lien on Pledged Revenue...56 SECTION Compliance With Other Contracts and Agreements...56 SECTION Issuance of Additional Obligations...56 SECTION Extension of Time for Payment of Interest Prohibited...56 SECTION Further Assurances...56 SECTION Use of Bond Proceeds to Comply with Internal Revenue Code...56 ßóï SECTION Corporate Existence and Maintenance of Properties...57 SECTION Continuing Disclosure...57 SECTION Bankruptcy of Developer or Other Obligated Person Under the Rule...57 Article X EVENTS OF DEFAULT AND REMEDIES...59 SECTION Events of Default and Remedies...59 SECTION Events of Default Defined...59 SECTION No Acceleration; Redemption...60 SECTION Legal Proceedings by Trustee...60 SECTION Discontinuance of Proceedings by Trustee...60 SECTION Bondholders May Direct Proceedings...61 SECTION Limitations on Actions by Bondholders...61 SECTION Trustee May Enforce Rights Without Possession of Bonds...61 SECTION Remedies Not Exclusive...61 SECTION Delays and Omissions Not to Impair Rights...61 SECTION Application of Moneys in Event of Default...61 SECTION Trustees Right to Receiver; Compliance with Act...62 SECTION Trustee and Bondholders Entitled to all Remedies under Act...62 SECTION Credit Facility Issuers Rights Upon Events of Default...62 Article XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR...64 SECTION Acceptance of Trust...64 SECTION No Responsibility for Recitals...64 SECTION Trustee May Act ThroughAgents; Answerable Only for Willful Misconduct or Negligence...64 SECTION Compensation and Indemnity...64 SECTION No Duty to Renew Insurance...64 SECTION Notice of Default; Right to Investigate...64 SECTION Obligation to Act on Defaults...65 SECTION Reliance by Trustee...65 SECTION Trustee May Deal in Bonds...65 SECTION Construction of Ambiguous Provisions...65 SECTION Resignation of Trustee...65 SECTION Removal of Trustee...66 SECTION Appointment of Successor Trustee...66 SECTION Qualification of Successor...66 SECTION Instruments of Succession...67 SECTION Merger of Trustee...67 SECTION Extension of Rights and Duties of Trustee to Paying Agent and Registrar...67 SECTION Resignation of Paying Agent or Registrar...67 SECTION Removal of Paying Agent or Registrar...68 SECTION Appointment of Successor Paying Agent or Registrar...68 SECTION Qualifications of Successor Paying Agent or Registrar i- -ii- -iii-

71 SECTION Judicial Appointment of Successor Paying Agent or Registrar...68 SECTION Acceptance of Duties by Successor Paying Agent or Registrar...69 SECTION Successor by Merger or Consolidation...69 Article XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS...70 SECTION Acts of Bondholders; Evidence of Ownership of Bonds...70 Article XIII AMENDMENTS AND SUPPLEMENTS...71 SECTION Amendments and Supplements Without Bondholders Consent...71 SECTION Amendments With Bondholders Consent...71 SECTION Trustee Authorizedto Join in Amendments and Supplements; Reliance on Counsel...71 Article XIV DEFEASANCE...73 SECTION Defeasance...73 SECTION Deposit of Funds for Payment of Bonds...73 Article XV MISCELLANEOUS PROVISIONS...75 SECTION Limitations on Recourse...75 SECTION Payment Dates...75 SECTION No Rights Conferred on Others...75 SECTION Illegal Provisions Disregarded...75 SECTION Substitute Notice...75 SECTION Notices...75 SECTION Controlling Law...76 SECTION Successors and Assigns...76 SECTION Headings for Convenience Only...76 SECTION Counterparts...76 SECTION Appendices and Exhibits...76 EXHIBIT A LEGAL DESCRIPTION OF CITYPLACE COMMUNITY DEVELOPMENT DISTRICT EXHIBIT B FORM OF BOND EXHIBIT C FORM OF REQUISITION THIS MASTER TRUST INDENTURE, dated as of April 1, 2012 (the Master Indenture), by and between CITYPLACE COMMUNITY DEVELOPMENT DISTRICT (together with its permitted successors and assigns, the Issuer), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Jacksonville, Florida (said national banking association and any bank or trust company becoming successor trustee under this Master Indenture and all Supplemental Indentures (as hereinafter defined) being hereinafter referred to as the Trustee); W I T N E S S E T H: WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act), by Ordinance No of the City Commission of the City of West Palm Beach, Florida, enacted on March 26, 1990, as supplemented by Ordinance No , enacted on September 21, 1998 (collectively, the Ordinance), for the purpose, among other things, of financing and refinancing the acquisition and construction, maintenance, and operation of the major infrastructure within and without the boundaries ofthe premises to be governedby the Issuer; and WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the District or District Lands) consist of approximately 25 acres of land located entirely within the incorporated area of the City of West Palm Beach, Florida (the City); and WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure improvements pursuant to the Act for the special benefit of the District Lands; and WHEREAS, the Issuer proposes to finance and refinance the cost of acquisition and construction of such public infrastructure by the issuance of one or more Series of Bonds (as such terms are herein defined) pursuant to this Master Indenture; WHEREAS, on December 15, 1998, the Issuer issued its $55,155,000 in initial principal amount of CitiPlace Community Development District Capital Improvement Revenue Bonds, Series 1998 (the Prior Bonds) to finance certain assessable public improvements, to fund capitalized interest, to fund a reserve account relating to the Prior Bonds and to pay the costs of issuingthe Prior Bonds; and WHEREAS, the Prior Bonds were issued pursuant to the Act, the Ordinance, that certain Master Trust Indenture and First Supplemental Trust Indenture, each dated as of December 1, 1998 (the Prior Indenture), and each by and between the Issuer and First Union National Bank, as the original prior trustee; and WHEREAS, U.S. Bank National Association currently serves as trustee under the Prior Indenture (the Prior Trustee); and -iv- WHEREAS, the Board of Supervisors of the CityPlace Community Development District, as the governing body of the Issuer, has determined it to be in the best interest of the Issuer to issue refunding bonds under this Master Indenture and a Supplemental Indenture (as hereinafter defined) to defease the outstanding Prior Bonds and to discharge the Prior Indenture; and WHEREAS, such refunding bonds shall be the first Series of Bonds issued under this Master Indenture. NOW, THEREFORE, THIS MASTER INDENTURE WITNESSETH, that to provide for the issuance of Bonds under this Master Indenture, as supplemented from time to time by one or more Supplemental Indentures (as hereinafter defined), the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds of a Series issued hereunder and any reimbursement due to any Credit Facility Issuer for any drawing on its Credit Facility issued with respect to any such Bonds, as required under the terms of the corresponding Credit Facility Agreement, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows: ARTICLE I DEFINITIONS In this Master Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout this Master Indenture and all Supplemental Indentures, and in addition, the following terms shall have the meanings specified below: Account shall mean any account established pursuant to this Master Indenture and all Supplemental Indentures. Acquisition Agreement shall mean one or more improvement acquisition agreements between the Issuer and the Developer, pursuant to which the Developer agrees to provide, design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Developer, all or a portion of the Project, any of which may provide for the payment by the Issuer to the Developer of Deferred Obligations. Act shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto. Annual Budget shall mean the Issuers budget of current operating and maintenance expenses for the Project for a Fiscal Year, as the same may be amended from time to time, adopted inaccordance with the provisions hereof. Arbitrage Certificate shall mean the certificate of the Issuer delivered at the time of issuance of a Series of Bonds setting forth the expectations of the Issuer with respect to the use of the proceeds of such Series and also containing certain covenants of the Issuer in order to achieve compliance with the Code relating to the tax-status of the Bonds. Authorized Denomination shall mean, unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, with respect to each Series of Bonds, a denomination of $5,000 and integral multiples of $5,000 in excess thereof. Authorized Newspaper shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York, New York, or such other cities as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, theymaybe made in the same or different AuthorizedNewspapers. Beneficial Owner shall mean the actual owner of Bonds while the Bonds are registered in the name of Cede & Co., as the nominee of DTC. The Trustee is authorized to recognize the Beneficial Owners of a Series of Bonds for purposes of approvals, consents or other actions taken hereunder or under a Supplemental Indenture if beneficial ownership is proven to the satisfaction of the Trustee. Board shall mean the Board of Supervisors of the Issuer. Bonds shall mean the CityPlace Community Development District Special Assessment Bonds, issued in one or more Series pursuant to the provisions of this Master Indenture, bonds subsequently issued to refund all or a portion of such aforementioned Bonds or Bonds issued to refund the Prior Bonds. If a Series is also secured by moneys other than Special Assessments, the name ofsuch Series may be so designated. Bond Counsel shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions. Bondholder, Holder of Bonds, Holder, Bondowner or Owner or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar. Bond Redemption Fund shall mean the Fund so designated which is established pursuant to Section 6.06 hereof. 2 ßóî 3

72 Bond Register shall have the meaning specified in Section 2.04 of this Master Indenture. Business Day shall mean any day other than a Saturday or Sunday or legal holiday or a day on which the office of the Issuer, or corporate office of the Trustee, the Registrar or any Paying Agent is closed, or a day on which the New York Stock Exchange is closed. Certified Public Accountant shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State. Certified Resolution or Certified Resolution of the Issuer shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal, to have been duly adopted by the Board and to be in full force and effect as of the date of such certification. Code shall mean the Internal Revenue Code of 1986, as amended. Completion Date shall have the meaning given to such term in Section 5.01 of this Master Indenture. Consultant shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having a favorable reputation for skill and experience in the financial affairs of municipal entities. Consultants Certificate shall mean a certificate or a report prepared in accordance with then applicable professional standards dulyexecuted by a Consultant. Consulting Engineer shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Master Indenture to perform and carry out duties imposed on the Consulting Engineer by this Master Indenture and any Supplemental Indentures. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under this Master Indenture and any Supplemental Indentures. Continuing Disclosure Agreement shall mean a Continuing Disclosure Agreement, by and among the Issuer, the dissemination agent named therein and the Developer, and any other obligated party under the Rule, in connection with the issuance of one or more Series of Bonds hereunder, pursuant to the requirements of the Rule. Cost or Costs, in connection with the Project or any portion thereof, shall mean all expenses which are properly chargeable thereto under Generally Accepted Accounting Principles or which are incidental to the planning, financing, acquisition, construction, reconstruction, equipping and installation thereof, including, without limiting the generality of the foregoing: (a) expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction of the Project; (b) (c) cost of surveys, estimates, plans, and specifications; cost of improvements; (d) engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges; (e) cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer); (f) (g) (h) (i) cost of all lands, properties, rights, easements, and franchises acquired; financing charges; creation of initial reserve and debt service funds; working capital; (j) interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine and as approved by Bond Counsel; (k) the cost of issuance of Bonds, including, without limitation, advertisements and printing; (l) issuance of bonds; (m) the cost of any election held pursuant to the Act and all other expenses of the discount, if any, on the sale or exchange of Bonds; (n) amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act; Project; (o) costs of prior improvements performed by the Issuer in anticipation of the (p) costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute; (q) premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same; 4 5 (r) payments, contributions, dedications, and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose; (s) administrative expenses; (t) taxes, assessments and similar governmental charges during construction or reconstruction of the Project; (u) expenses of Project management andsupervision; (v) costs of effecting compliance with any and all governmental permits relating to the Project; (w) such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of the Project or to the financing thereof; and (x) any other cost or expense as provided by the Act. In connection with the refunding or redeeming of any Bonds, Cost includes, without limiting the generality of the foregoing, the items listed in (d), (k), (l) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of such Bonds (and the accrued interest payable on redemption to the extent not otherwise provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above. Whenever Costs are to be paid hereunder, such payment may be made by way of reimbursement to the Issuer or any other Person who has paid the same in addition to direct payment of Costs. Counsel shall mean an attorney-at-law or law firm (who may be counsel for the Issuer) not unsatisfactory to the Trustee. County shall mean Palm Beach County, Florida. Credit Facility shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary contained in this Master Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Board. Credit Facility Agreement shall mean any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility. Credit Facility Issuer shall mean the issuer or guarantor of any Credit Facility. 6 ßóí Debt Service Fund shall mean the Fund so designated which is established pursuant to Section 6.04 hereof. Debt Service Requirements, with reference to a specified period, shall mean: (a) interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under this Master Indenture and any Supplemental Indentures; and (b) amounts required to be paid into any mandatory sinking fund account with respect tothe Bonds duringsuch period; and (c) amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account. For any Bonds that bear interest at a variable rate, the interest payable for a specified period shall be determined as if such Bonds bear interest at the maximum rate provided for in the applicable Supplemental Indenture and if no maximum rate is provided for in the Supplemental Indenture, the maximum rate shall be 10.00% per annum. Debt Service Reserve Fund shall mean the Fund so designated which is established pursuant to Section 6.05 hereof. Debt Service Reserve Insurance Policy shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any Account or subaccount therein in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any Account orsubaccount therein in the highest rating category of both Moodys and S&P, unless otherwise approved by the Credit Facility Issuer, if any, who has issued a Credit Facility with respect to the Bonds. Debt Service Reserve Letter of Credit shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any Account or subaccount therein in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any Account or subaccount therein in the highest rating category of both Moodys and S&P, unless otherwise approved by the Credit Facility Issuer, if any, who has issued a Credit Facility with respect to the Bonds. Debt Service Reserve Requirement shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the 7

73 lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, and (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series. Defeasance Securities shall mean, to the extent permitted by law, (a) cash or (b) noncallable Government Obligations. Deferred Obligations shall mean the obligations of the Issuer evidenced in a Developer Funding Agreement or an Acquisition Agreement, as applicable, to pay to the Developer, without interest, with respect to the Developer Funding Agreement, the amount advanced by the Developer and deposited into the appropriate Account of the Acquisition and Construction Fund, and with respect to an Acquisition Agreement, the amount by which the Cost of the Project or portion thereof to be conveyed by the Developer to the Issuer pursuant to such Acquisition Agreement exceeds the amount actually paid by the Issuer for the Project or portion thereof from proceeds of the applicable Series of Bonds, which obligations shall be subordinate to the Bonds issued and Outstanding under the Indenture and payable, if ever, solely as provided herein and the applicable Supplemental Indenture. The Trustee may conclusively rely on specific written instructions set forth in the applicable Supplemental Indenture or certifications set forth in a requisition delivered to it with respect to the existence of any Deferred Obligations to be paid and the amount to be paid. In all other respects, the Trustee, absent specific written notice from the Issuer or the District Manager, is authorized to assume that no Deferred Obligations exist. The Developer shall not be entitled to receive payment of any Deferred Obligations if it fails to pay the Special Assessments levied by the Issuer on lands owned by the Developer or otherwise defaults inany otherobligations or agreements with the Issuer. Developer shall mean CityPlace Retail L.L.C., a Delaware limited liability company, and any affiliate or any entity which succeeds to all or any part of the interests and assumes any or all of the responsibilities of such entity, as the master developer of the District Lands. Developer Funding Agreement shall mean, if applicable, one or more developer capital funding agreements between the Issuer and the Developer, pursuant to which the Developer agrees to advance moneys, from time to time, to the Issuer for deposit into the appropriate Account of the Acquisition and Construction Fund, sothat there are sufficient moneys on deposit therein (taking into account proceeds from the applicable Series of Bonds) to complete the Project. Any obligation on the part of the Issuer to repay such advances made by the Developer shall be subordinate to the payment of the Bonds and will constitute Deferred Obligations. District Lands or District shall mean the premises governed by the Issuer, consisting of approximately 25 acres of land located entirely within the incorporated area of the City, as more fully described in Exhibit A hereto. [District Lands do not include any residential space or use within the geographical boundaries of the District.] District Manager shall mean the then District Manager or acting District Manager of the Issuer. Fiscal Year shall mean the period of twelve (12) months beginning October of each calendar year and ending on September 30 of the following calendar year, and also shall mean the period from actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as may hereafter be established pursuant to a Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law. Fitch shall mean Fitch Ratings, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, FITCH shall be deemed to refer to any other nationally recognized securities rating agency designatedby the Issuerandacceptable to the Trustee. Fund shall mean any fund established pursuant to this Master Indenture. Generally Accepted Accounting Principles shall mean those accounting principles applicable in the preparationof financial statements of municipalities. Government Obligations shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America. Indenture shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the Supplemental Indenture pursuant to whichsuch Series of Bonds is issued. Independent shall mean a Person who is not a member of the Issuers Board, an officer or employee of the Issuer or either Developer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuers Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or either Developer shall not make such Person an employee within the meaning of this definition. Interest Account shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof. Interest Payment Date shall mean, unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, each May 1 and November 1 commencing on the date specified in the Certified Resolution of the Issuer or in the Supplemental Indenture pursuant to which a Series ofbonds is issued. Interest Period shall mean the period from and including any Interest Payment Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day. Event of Default shall mean any of the events described in Section hereof. 8 9 Investment Securities shall mean and include any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer: (i) Government Obligations; (ii) obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation. (iii) deposits, Federal funds or bankers acceptances (with term to maturity of 270 days or less) of any bank which, at the time of deposit, has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moodys and S&P; (iv) commercial paper rated in the top two rating category by both Moodys and S&P at the time of purchase; (v) municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts, the interest on which is exempt from federal income taxation under Section 103 of the Code and rated A- or higher by Moodys, Fitch or S&P at the time of purchase; (vi) both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category by both Moodys and S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moodys and S&P at the time of purchase; (vii) repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least AA by S&P and Aa by Moodys provided that the repurchase agreement shall provide that if during its term the providers rating by either S&P or Moodys falls below AA- or Aa3, respectively, the provider shall immediately notify the Trustee and the provider shall at its option, within ten days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an AA rated 10 ßóì investment from S&P and an Aa rated investment from Moodys, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the providers rating by either S&P or Moodys falls below A- or A3, respectively, the provider must at the direction by the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an AA rated investment from S&P and an Aa rated investment from Moodys, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days. Any repurchase agreement entered into pursuant to this Indenture shall contain the following additional provisions: 1) Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above; 2) The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferors books); 3) The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Trustee shall be rendered that the Holder of the collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is inpossession); 4) The repurchase agreement shall be a repurchase agreement as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a qualified financial contract as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA) and such bank is subject to FIRREA; 5) The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider to give written notice to the Trustee of any change inits long-term debt rating; 6) The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction; 7) The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Trustee) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms; than ten years; 8) The term of the repurchase agreement shall be no longer 11

74 9) The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under an applicable Supplemental Indenture. 10) The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Indenture; 11) Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the Beneficial Owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R et seq. or 31 C.F.R et seq. are created for the benefit of the Beneficial Owners; and 12) The collateral delivered or transferred to the Issuer, the Trustee, or a third-party acceptable to, and acting solely as agent for, the Trustee (the Holder of the Collateral) shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on providers books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the majority of the Holders and the Trustee. The custodial agreement shall provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement. If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary forthe Beneficial Owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank; (viii) investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the highest short-term rating category by Moodys or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated by Aa2 or better by Moodys and AA or better by S&P or Fitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided: 1) interest is paid on any date interest is due on the Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement; 2) moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two days notice unless otherwise specified in a Supplemental Indenture; 3) the same guaranteed interest rate will be paid on any future deposits made to restore the account to its requiredamount; and 4) the Trustee receives an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent; 5) in the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moodys, S&P or Fitch, respectively, the provider shall notify the Trustee within five (5) days of such downgrade event and the provider shall at its option, within ten (10) business days after notice is givento the Trustee take any one ofthe followingactions: 6) collateralize the agreement at levels, sufficient to maintain an AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach, or 7) assign the agreement to another provider, as long as the minimum rating criteria of AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach; or 8) have the agreement guaranteed by a provider which results in a minimum rating criteria of an AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach; or 9) repay all amounts due andowing under the agreement. 10) In the event the provider has not satisfied any one of the above condition within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium. (ix) bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moodys, S&P or Fitch or AA- or better by either S&P, Moodys or Fitch; (x) the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least AA by S&P (without regard to gradation) or at least Aa by Moodys (without regard to gradation); (xi) negotiable or non-negotiable certificates of deposit, savings accounts, deposit accounts, money market deposits or banking arrangements issued by or with any financial institution subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation (FDIC) (including the FDICs Savings Association Insurance Fund); and Issuer. (xii) other investments permitted by Florida law and directed by the Under all circumstances, the Trustee shall be entitled to request and to receive from the Issuer an Officers Certificate setting forth that any investment directed by the Issuer is permitted under the Indenture. Issuer shall mean the CityPlace Community Development District. Major Non-Recurring Expense shall mean the cost of major replacement or reconstruction of the Project, or any part thereof, the cost of major repairs, renewals or replacements, the provision of a reserve for the payment of insurance premiums not due on an annual or more frequent basis, and the cost of studies, surveys, estimates and investigations in connection with any of the foregoing. Master Indenture shall mean, this Master Trust Indenture dated as of April 1, 2012 by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XIII hereof. Moodys shall mean Moodys Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, Moodys shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee. Officers Certificate or Officers Certificate shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee. Outstanding, in connection with a Series of Bonds, shall mean, as of the time in question, all Bonds of such Series authenticated and delivered under the Indenture, except: 2.07 hereof; (a) all Bonds theretofore cancelled or required to be cancelled under Section (b) Bonds for the payment, redemption or purchase of which moneys and/or Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and (c) Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof. In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding of a Series have concurred in any request, demand, authorization, direction, notice, 14 ßóë consent or waiver under the provisions of the Indenture, Bonds of such Series which are known by the Trustee to be held by or on behalf of the Issuer shall be disregarded for the purpose of any such determination, unless all of the Bonds of such Series are held by or on behalf of the Issuer; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section hereof. Participating Underwriter shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. Paying Agent shall mean initially, Wells Fargo Bank, National Association and thereafter any successor thereto appointed in accordance with Section of this Master Indenture. Person shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals. Pledged Revenues shall mean, unless otherwise provided by Supplemental Indenture with respect to a Series of Bonds, with respect to each Series of Bonds Outstanding, (a) all revenues received by the Issuer from any source including from Special Assessments levied and collected on all or a portion of the District Lands with respect to the Project or portion thereof financed by such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture allocated to such Series of Bonds; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) special assessments levied and collected by the Issuer under Section of the Act for maintenance purposes or maintenance special assessments levied and collected by the Issuer under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this provision). Prepayment shall mean the payment by any owner of Property of the amount of Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date. A landowner may make a Prepayment in kind pursuant to the provisions of Section 9.08 hereof. Project shall mean with respect to any Series of Bonds, the design, acquisition, construction equipping and/or improvement of certain public infrastructure consisting of sanitary sewer systems, water distribution systems, storm water management facilities; roadway improvements; acquisition of certain interests in lands; and related incidental costs, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided that the Project shall specially benefit all of the District Lands on which Special Assessments to secure such Series of Bonds have beenlevied. Property Appraiser shall mean the property appraiser of the County. 15

75 Property Appraiser and Tax Collector Agreement shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof. Rebate Fund shall mean the Fund so designated, which is established pursuant to Section 6.11 of this Master Indenture. Date. Record Date shall mean, as the case may be, the applicable Regular or Special Record Redemption Price shall mean the principal amount of any Bond of a Series plus the applicable premium, if any, payable upon redemption thereof pursuant to the Indenture. Registrar shall mean initially Wells Fargo Bank, National Association, which entity shall have the responsibilities set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section of this Master Indenture. Regular Record Date shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. Regulatory Body shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the City and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the City, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer. Responsible Officer shall mean any member of the Board or any other officer of the Issuer, including the Secretary or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter. Revenue Fund shall mean the Fund so designated which is established pursuant to Section 6.03 hereof. Rule shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. S&P shall mean Standard & Poors, a division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee. Series shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable Supplemental Indenture, regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance. Two or more Series or sub-series of Bonds may be issued simultaneously under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent proceedings of the Issuer, one or more Series of Bonds or sub-series Bonds, whether issued at the same time or not, may be separately secured by Special Assessments imposed pursuant to separate assessment proceedings. Such Bonds or sub-series of Bonds which are secured by separate Special Assessments will not be issued as parity bonds even if issued at the same time. Sinking Fund Account shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof. Special Assessments shall mean (a) the net proceeds derived from the levy and collection of special assessments, as provided for in Sections (14) and of the Act against District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of benefit special assessments, as provided for in Section (2) of the Act, against the lands within the District that are subject to assessment as a result of a particular Project or any portion thereof, and in the case of both special assessments and benefit special assessments, including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. Special Assessments shall not include special assessments levied and collected by the Issuer under Section of the Act for maintenance purposes or maintenance special assessments levied and collected by the Issuer under Section (3) of the Act. Special Record Date shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof. State shall mean the State of Florida. Supplemental Indenture and indenture supplemental hereto shall mean any indenture amending or supplementing this Master Indenture which may be entered into in accordance with the provisions of this Master Indenture. Tax Collector shall mean the tax collector of the County The words hereof, herein, hereto, hereby, and hereunder (except in the form of Bond), refer to the entire Master Indenture. Every request, requisition, order, demand, application, notice, statement, certificate, consent, or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Responsible Officer of the Issuer. All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa. [END OF ARTICLE I] ARTICLE II THE BONDS SECTION Amounts and Terms of Bonds; Details of Bonds. The Issuer is hereby authorized to issue in one or more Series pursuant to the terms and conditions of this Master Indenture, its obligations to be known as CityPlace Community Development District Special Assessment Bonds, Series [to be designated] (the Bonds). There is no limitation on any new money Bonds to be issued under this Master Indenture except any new money Bonds issued under this Master Indenture with a maturity date of five (5) years or longer shall be first validated under Chapter 75, Florida Statutes. The Bonds shall be issued in Authorized Denominations and within each Series shall be numbered consecutively from R-1 and upwards in each Series and in substantially the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by this Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuers request, authenticate such Bonds and deliver them as specified in such request. 18 ßóê Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, a Supplemental Indenture. Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, the principal of all Bonds shall be payable at the corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds as the same shall become due and payable. Except to the extent otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, interest on any Bond is payable on any Interest Payment Date by check or draft mailed on the Interest Payment Date to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date, at his address as it appears on the Bond Register. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear interest from such Interest Payment Date, or unless authenticated before the first Interest Payment Date in which event they shall bear interest from their date; provided, however, that if a Bond is authenticated between a Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall bear interest from the date to which interest has been paid. Any interest on any Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called Defaulted Interest) shall be paid to the Owner in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of 19

76 such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postageprepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register. The foregoing notwithstanding, but subject to the procedures set forth in Section 2.11 hereof, any Owner of Bonds of a Series in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, interest on the Bonds will be computed on the basis of a 360-day year of twelve 30-day months. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by such Bonds on the day before the default occurred. The Trustee is hereby constituted and appointed as Paying Agent for the Bonds. SECTION Execution. The Bonds shall be executed by the manual or facsimile signature of the Chairman or Vice Chairman of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds. SECTION Authentication. No Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be proofthat the Bondholder is entitled to the benefit of the trust hereby created. SECTION Registration and Registrar. The Trustee is hereby constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the Bond Register or Register) in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The Bond Register shall initially be kept at the Trustees corporate trust office in Minneapolis, Minnesota. SECTION Mutilated, Destroyed, Lost or Stolen Bonds. If any Bond shall become mutilated, the Issuer shall execute and the Trustee shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of such mutilated Bond for cancellation, and the Issuer and the Trustee may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee; and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor. Every substituted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Master Indenture and applicable Supplemental Indenture equally and proportionately with any and all other Bonds of such same Series duly issued hereunder and under such Supplemental Indenture. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender. SECTION Temporary Bonds. Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. Solongas Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form. SECTION Cancellation and Destruction of Surrendered Bonds. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent to, and cancelled and destroyed by, the Trustee in accordance with its retention policy then in effect. SECTION Registration, Transfer and Exchange. As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar Upon surrender for requisition of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee (or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity. At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee (or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Master Indenture and applicable Supplemental Indenture as the Bonds of such Series surrendered upon such transfer or exchange. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. SECTION Persons Deemed Owners. The Issuer, the Trustee, any Paying Agent, or the Registrar shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, and the Registrar shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond. SECTION Limitation on Incurrence of Certain Indebtedness. The Issuer will not issue Bonds of any Series, except upon the conditions and in the manner provided or as 22 ßóé otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities. SECTION Qualification for The Depository Trust Company. To the extent provided in a Supplemental Indenture or authorized and directed by a Resolution of the Issuer authorizing the issuance of a Series of Bonds, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York (DTC) and other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC, and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. So long as there shall be maintained a book-entry-only system with respect to a Series of Bonds, the following provisions shall apply: Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, each Series of Bonds shall initially be registered in the name of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Bonds and so long as the Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, such Bonds shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (DTC Participants) and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (Indirect Participants). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Bonds (Beneficial Owners). Principal and interest on the Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer. The Bonds registered in the name of Cede & Co. shall initially be issued in the form of one fully registered Bond for each maturity of each Series registered in the name of Cede & Co. and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Bonds, through DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICES TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES 23

77 TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL OWNERS. The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co. In the event DTC, any successor of DTC or the Issuer elects to discontinue the bookentry only system in conformity with the requirements of DTC, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the corporate trust office of the Trustee. [END OF ARTICLE II] ARTICLE III ISSUE OF BONDS SECTION Issue of Bonds. Subject to the provisions of Section 2.01 hereof, the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing or refinancing the Cost of acquisition or construction of the Project or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In connection with the issuance of a Series of Bonds the Trustee shall, at the request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only uponreceipt of: (1) a Certified Resolution of the Issuer (a) approving a Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XIV hereof; (2) an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed by the Issuer and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained on or prior to the date such consents are required for the Project; (d) if the acquisition of any real property or interest therein is included in the purpose of such issue, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or (ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-of-way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company); (e) the Issuer has good right and lawful authority under the Act to undertake the Project; (f) that the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (g) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all state, county, district and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (h) this Master Indenture and the applicable Supplemental Indenture has been duly and validly authorized, approved, and executed by the Issuer; (i) the issuance of the Series ofbonds has been duly authorized and approved by the Board; and (j) this Master Indenture and the applicable Supplemental Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuerin accordance withits terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors rights generally and subject to equitable principles, whether in a proceeding at law or in equity (clauses (c) (d) and (e) shall not apply inthe case of the issuance of a refunding Series of Bonds); (3) a Consulting Engineers certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signers opinion, (a) that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) the Project improvements are constructed in a sound workmanlike manner and in accordance with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in lieu of the information required in clause (a), there may be delivered to the Trustee satisfactory evidence of the acceptance of operational and maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds); (4) a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof; (5) the proceeds of the sale of such Bonds together with any required equitydeposit by the Developer; Bonds; (6) any Credit Facility authorized by the Issuer in respect to such Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued; (8) an executed opinion of Bond Counsel; (9) a written direction of the Issuer to the Trustee to authenticate and deliver such Bonds; (10) a copy of a Final Judgment of validation and a Certificate of No Appeal with respect to the Bonds that are subject to validation or an opinion of Counsel that the Bonds are not subject to validation; (11) in the case of the issuance of a refunding Series of Bonds, an Officers Certificate of the Issuer stating (a) the Bonds or debt to be refunded; (b) any other amounts available for such purpose; (c) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in compliance with Article XIV of this Master Indenture, including, without limitation, to pay the Costs of issuance of such Bonds, and (d) that notice of redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable; (12) in the case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the Indenture (to the extent that upon original issuance thereof such Bonds were issued as Bonds the interest on which is excludable from gross income for federal income tax purposes); and (13) such other documents, certifications and opinions as shall be required by the Supplemental Indenture, by the Participating Underwriter or the initial purchaser of a Series of Bonds or by the Issuer or the Trustee upon advice of counsel. At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the Issuer shall be conclusive evidence of satisfaction of conditions precedent, set forth in this Article, as tothe Issuer. [END OF ARTICLE III] (7) one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District 26 ßóè 27

78 ARTICLE IV ACQUISITION OF PROJECT SECTION Project to Conform to Plans and Specifications; Changes. The Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds. SECTION Compliance Requirements. The Issuer will comply with all present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the acquisition, completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations. [END OF ARTICLE IV] ARTICLE V ACQUISITION AND CONSTRUCTION FUND SECTION Acquisition and Construction Fund. In connection with the financing of a Project, the Trustee shall establish an Acquisition and Construction Fund into which shall be deposited the proceeds from each Series of Bonds issued under the Indenture (unless otherwise specified herein or in the applicable Supplemental Indenture for a Series of Bonds) and from which Costs may be paid as set forth herein and in the applicable Supplemental Indenture. Unless otherwise specified in the applicable Supplemental Indenture, a separate Series Account shall be established in the Acquisition and Construction Fund with respect to each Series of Bonds issued hereunder and the proceeds of each Series of Bonds (other than Bonds issued to refund all or a portion of the Bonds) shall be deposited into the corresponding Series Account in the Acquisition and Construction Fund. The amounts in any Series Account of the Acquisition and Construction Fund, until applied as hereinafter provided, shall be held for the security of the Series of Bonds hereunder in respect of which such Series Account was established. Separate subaccounts within any Series Account of the Acquisition and Construction Fund shall be maintained by the Trustee in respect of each Series of Bonds upon request of the Issuer whenever, in the opinion of the Issuer, it is appropriate to have a separate accounting in respect of the Costs of any designated portion of the Project including, but not limited to, a costs of issuance subaccount. Payments shall be made from the appropriate Series Account of the Acquisition and Construction Fund to pay any unpaid Costs of issuance of the Series of Bonds in question, including without limitation, legal, engineering, and consultants fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, reconstruction, equipping and installation of the Project or portion thereof. Notwithstanding the foregoing, in the event no Project is being financed with a Series of Bonds and such Series is only being issued for refunding purposes, the Trustee shall establish only a Series cost of issuance account or Series costs of issuance fund to be used to pay the costs of issuance of such Series of Bonds. (a) Deposits. In addition to the deposit of amounts received by the Trustee on the date of issuance of each Series of Bonds, the Issuer shall pay or cause to be paid to the Trustee, for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts: (i) Subject to the provisions of Section 9.24 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; (ii) Subject to the provisions of Section 9.14 hereof, the balance of insurance proceeds with respect to the loss or destruction of the Project or any portion thereof; and (iii) Deposits made by the Developer pursuant to the terms and provisions of a Developer Funding Agreement. Amounts in the applicable Series Account of the Acquisition and Construction Fund shall be applied to pay the Cost of the Project or a portion thereof, as applicable, pertaining to the Series of Bonds in question; provided, however, that if any amounts remain in the Series Account of the Acquisition and Construction Fund after the Completion Date (as defined in paragraph (c) below) of the Project or portion thereof pertaining to the Series of Bonds in question, and if such amounts are not reserved for payment of any remaining part of the Cost of the Project, such amounts shall first, if applicable, be used to pay any Deferred Obligations, if such Deferred Obligations are permitted to be paid, and second be transferred to the applicable Series Account of the Bond Redemption Fund for application to the redemption of Bonds of the Series to which such proceeds relate, as set forth in Section 6.06 hereof or in the applicable Supplemental Indenture. (b) Disbursements. Unless provided otherwise in a Supplemental Indenture, all payments from the Acquisition and Construction Fund shall be paid in accordance with the provisions of this subsection. Moneys in the appropriate Series Account of the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in this subsection (b). Before any such payment shall be made, the Issuer shall file with the Trustee a fully executed requisition in the form of Exhibit C attached hereto, signed by a Responsible Officer and, except for payments of cost of issuance, a certificate of the Consulting Engineer signed by a consulting engineer also in the form of Exhibit C attached hereto and as may be modified by terms of the related Supplemental Indenture. Upon receipt of each such requisition and accompanying certificate, the Trustee shall promptly withdraw from the appropriate Series Account of the Acquisition and Construction Fund and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. All requisitions and certificates received by the Trustee pursuant to this Section 5.01 shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the Issuer, the Consulting Engineer, the Owner of any Bonds, and the agents and representatives thereof. Notwithstanding anything in this Master Indenture to the contrary, any payment of Deferred Obligations pursuant to paragraph (a) above or paragraph SIXTH of Section 6.03 hereof or pursuant to Section 6.05 hereof and the applicable Series Supplement shall be disbursedusing the same requisition procedures described above. (c) Completion of Project. On the date of completion of the Project or if sufficient moneys are retained in the appropriate Series Account of the Acquisition and Construction Fund, to complete the Cost of the Project, in either case, as evidenced by the delivery of a Certificate of the Consulting Engineer and adoption of a resolution by the Board accepting the Project as provided by Section , Florida Statutes, as amended (the Completion Date), the balance in the appropriate Series Account of the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project and including, if applicable, the payment of any Deferred Obligations, shall be transferred by the Trustee to, and deposited in, the applicable Series Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture. [END OF ARTICLE V] 30 ßóç ARTICLE VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS SECTION Special Assessments; Lien of Indenture on Pledged Revenues. The Issuer hereby covenants that it shall levy Special Assessments, and, unless provided otherwise with respect to a Series of Bonds, evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer, pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder. The Issuer shall pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that amounts received as prepayments of Special Assessments shall be deposited directly into the applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee at the time of deposit of any amounts received as prepayments of Special Assessments and shall identify the related Series of Bonds. If necessary, the Issuer shall direct the landowner making such prepayment to specify what Series of Bonds such prepayments relate. There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as required under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture maybe made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds. SECTION Funds and Accounts Relating to the Bonds. The Funds and Accounts specified in this Article VI shall be established under this Master Indenture and each 31

79 Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto or if separately secured by separate Special Assessments. Unless provided otherwise by Supplemental Indenture, all moneys, including, without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith. SECTION Revenue Fund. The Trustee is hereby authorized and directed to establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all Special Assessments received from the levy thereof on the District Lands or any portion thereof (other than Prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Special Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Special Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority unless other times and/or other priorities are established in a Supplemental Indenture with respect to a Series of Bonds: FIRST, upon receipt but no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account of the Debt Service Fund to be applied to the payment of interest on thebonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previouslycredited; SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 or November 1, as designated in the applicable Supplemental Indenture thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited; THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 or November 1, as so designated in the applicable Supplemental Indenture thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding mandatory sinking fund redemption date, less any amount on deposit in the applicable Series Sinking FundAccount not previously credited; FOURTH, upon receipt but no later than the Business Day preceding the first November 1 for which there remains an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1, less any amount on deposit in the applicable Series Interest Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, if any, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement; SIXTH, subject to the foregoing paragraph, the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall, subject to application by one or more Supplemental Indentures, if applicable, be first used to pay any Deferred Obligations and, if not applicable or if all Deferred Obligations have been paid, forgiven or not required to be paid to the Developer, such balance shall remain therein, unless pursuant to any Arbitrage Certificate it is necessary to make a deposit in the Rebate Fund, inwhich case, the Issuer shall direct the Trustee to make such deposit thereto. The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the direction of the Issuer, withdraw any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section and deposit such moneys as directed to the credit of the applicable Series Account of the Bond Redemption Fund in accordance with the provisions hereof. Notwithstanding the foregoing, if pursuant to any Arbitrage Certificate it is necessary to make a deposit in the Rebate Fund, the Issuer shall direct the Trustee to make such deposit thereto. Prepayments pledged to a particular Series of Bonds shall be deposited directly into the applicable Series Account of the Bond Redemption Fund as provided herein. SECTION Debt Service Fund. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and, if applicable, a Series Sinking Fund Account for each Series of Bonds and a Series Capitalized Interest Account, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee. The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption. The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuers arrangements provided they conform to the Indenture. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, purchases and redemptions out of the Series Sinking Fund Account shall be made as follows: (a) The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the mandatory sinking fund redemption date in each of the years set forth in the Supplemental Indenture to the redemption of Bonds of the related Series in the amounts, manner and maturities and on the dates set forth in the Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund. (b) Accrued interest on purchased Bonds of a Series shall be paid from the related Series Interest Account of the Debt Service Fund. 34 ßóïð (c) In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of such Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds so presented. SECTION Debt Service Reserve Fund. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund and, if applicable, pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt Service Reserve Fund and each Series Account therein shall be held by the Trustee solely for the benefit of each related Series of Bonds or sub-series, as determined by the applicable Supplemental Indenture; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds or equity equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall, prior to the Completion Date of a Project, be transferred to the applicable Acquisition and Construction Account of the Acquisition and Construction Fund, and after the Completion Date, shall be, at the written direction of the Issuer, either retained in the applicable Acquisition and Construction Account of the Acquisition and Construction Fund to pay Deferred Obligations or transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. If made applicable in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an optional prepayment by the owner of a lot or parcel of land of Special Assessments against such lot or parcel or a mandatory true-up payment, which Special Assessments are pledged for the payment and security of such Series of Bonds, the excess amount shall, as directed by the terms of the applicable Series Supplement, either be transferred from the Series Account or 35

80 Subaccount of the Debt Service Reserve Fund to the applicable Series Account of the Bond Redemption Fund established for such Series of Bonds and shall constitute as a credit against such optional prepayment or true-up payment or deposited into the appropriate Account of the Acquisition and Construction Fund to be used to pay any Deferred Obligations. If made applicable in the Supplemental Indenture with respect to a Series of Bonds, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement for any other reason, the excess amount shall, as directed by the terms of the applicable Series Supplement, either be transferred from the Series Account of the Debt Service Reserve Fund to the applicable Series Account or Subaccount of the Bond Redemption Fund or deposited into the appropriate Account of the Acquisition and Construction Fund to be used to pay any Deferred Obligation. For purposes of any Supplemental Indenture (unless the applicable Supplemental Indenture provides specific ongoing instructions to the Trustee to make deposits into the applicable Account of the Acquisition and Construction Fund unless instructed otherwise in writing by the Issuer or the District Manager), it shall be the sole responsibility of the Issuer to determine whether any Deferred Obligations remain unpaid and the Trustee shall not be obligated to determine whether any Deferred Obligation remains unpaid or should be paid. Whenever for any reason on an Interest Payment Date, principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay the Series of Bonds secured by the Series Account of the Debt Service Reserve Fund. Notwithstanding the foregoing, in lieu of the required deposits into the related Series Account of the Debt Service Reserve Fund, the Issuer may cause to be deposited into the Series Account of the Debt Service Reserve Fund a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, either in lieu of any cash amount required to be deposited therein in connection with the issuance of any Series of Bonds or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the sum, if any, then on deposit in the Series Account of the Debt Service Reserve Fund, which Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists which cannot be remedied by moneys in any other Fund or Account held pursuant to the Indenture and available for such purpose. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if any such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit is substituted for moneys on deposit in the Series Account of the Debt Service Reserve Fund, or if at any time there are excess moneys in the Series Account of the Debt Service Reserve Fund, the excess moneys in the Series Account of the Debt Service Reserve Fund shall, if applicable, be first deposited into the appropriate Account in the Acquisition and Construction Fund to be used to pay any Deferred Obligations and, if not applicable or all Deferred Obligations have been paid or forgiven, then such excess shall be transferred to and deposited inthe related Series Account or Subaccount of the Revenue Fund. Ifa disbursement is made from a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, the Issuer shall be obligated to either reinstate the maximum limits of such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit immediately following such disbursement or to deposit into the Series Account of the Debt Service Reserve Fund, as provided in the Indenture for restoration of withdrawals from the Series Account of the Debt Service Reserve Fund, funds in the amount of the disbursement made under such Debt Service Reserve Insurance Policy ordebt Service Reserve Letterof Credit. In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6.05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, shall be applied as set forth in the second paragraph of this Section Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit ordebt Service Reserve Insurance Policy. SECTION Bond Redemption Fund. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, the Trustee is hereby authorized and directed to establish a Bond Redemption Fund and pursuant to a Supplemental Indenture a Series Account within the Bond Redemption Fund for each Series of Bonds issued hereunder into which shall be deposited, moneys in the amounts and at the times provided in Sections 5.01, 6.01, 6.03, 6.05, 9.08(c) and 9.14(c) of this Master Indenture. The Series Account within the Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Supplemental Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Account within the Bond Redemption Fund shall be retained therein and applied as set forth below. Moneys in the Series Account within the Bond Redemption Fund (including all earnings on investments held in the Series Account within the Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises: FIRST, (except for amounts resulting from prepayments of Special Assessments, which shall be applied as provided in the next paragraph) make such deposits into the Rebate Fund created and established under this Master Indenture as the Issuer may direct in accordance with an arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Account within the Bond Redemption Fund to the Rebate Fund shall thereuponbe free from the lienand pledge ofthe related Indenture; SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Account within the Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices provided in such clauses or provisions, as appropriate; and THIRD, the remainder to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption on each Interest Payment Date or other date on which Bonds of the applicable Series are subject to optional redemption pursuant to Section 8.01(a) hereof such amount of Bonds of the applicable Series taking into account any redemption premium, as may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time. Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture and the applicable provisions of the related Supplemental Indenture. The Issuer shall pay all expenses in connection with such redemption. SECTION Drawings on Credit Facility. With respect to Bonds in respect of which there has been issued a Credit Facility, the Trustee shall draw on the Credit Facility, in accordance with the provisions for drawing under such Credit Facility, and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture. SECTION Procedure When Funds Are Sufficient to Pay All Bonds of a Series. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at any time the moneys held by the Trustee in the Funds (other than the moneys in the Rebate Fund) and Accounts hereunder and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and 38 ßóïï interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar, Credit Facility Issuer, if any, and due the Developer for any Deferred Obligations, the Trustee, at the direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee. SECTION Certain Moneys to Be Held for Series Bondowners Only. Each Series of Bonds issued pursuant to this Master Indenture and the related Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only. SECTION Unclaimed Moneys In the event any Bond shall not be presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the owner of the Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Trustee in default with respect to any covenant in this Master Indenture, any Supplemental Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, shall, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date. SECTION Rebate Fund The Trustee is hereby authorized and directed to establish a Rebate Fund. Unless provided otherwise in a Supplemental Indenture, the Trustee shall transfer monies from the applicable Series Account in the Revenue Fund and deposit the same to the Rebate Fund, and shall make payments therefrom at the times and in the amounts required to comply with the covenants in the applicable Arbitrage Certificate. If so directed by the Issuer, the Trustee shall create one or more Series Accounts within the Rebate Fund relating to one or more particular Series of Bonds. [END OF ARTICLE VI] 39

81 ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS SECTION Deposits and Security Therefor. Unless otherwise as provided in the Supplemental Indenture with respect to a Series of Bonds, all moneys received by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under this Master Indenture or such Supplemental Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by this Master Indenture and the related Supplemental Indenture, and shall be deposited in with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under this Master Indenture or such Supplemental Indenture (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. SECTION Investment or Deposit of Funds. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraphs (d), (e), (i), (j) or (k) of the definition of Investment Securities. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon request of the Issuer, or on its own initiative wheneverpayment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund. Absent specific instructions as aforesaid, all moneys in the Funds and Accounts establishedunder this Master Indenture or under any Supplemental Indenture shall be investedin investments of the nature described in subparagraph (vi) of the definition of Investment Securities. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of this section through its own bond department or investment department. SECTION Valuation of Funds. The Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture 45 days prior to each interest payment date, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, investments and accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder. [END OF ARTICLE VII] ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS SECTION Redemption Dates and Prices. Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds, the Bonds of a Series may be made subject to optional, mandatory and extraordinary redemption and purchase, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in the related Supplemental Indenture. (a) Optional Redemption. Bonds of a Series shall be subject to optional redemption at the direction of the Issuer, at the times and upon payment of the purchase price as provided in the related Supplemental Indenture. (b) Extraordinary Mandatory Redemption in Whole or in Part. Except as otherwise provided in a Supplemental Indenture with respect to Bonds of the related Series, Bonds of a Series are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the related Series Account within the Bond Redemption Fund following the payment of Special Assessments on any portion of the District Lands in accordance with the provisions of Section 9.08 hereof; (ii) when sufficient moneys are on deposit in the related Series Funds and Accounts (other than moneys in the Rebate Fund and any other excluded Fund or Account as provided in a Supplemental Indenture with respect to a Series of Bonds or moneys required to pay any Deferred Obligations) to pay and redeem all Outstanding Bonds of a Series and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the related Indenture; (iii) if made applicable in the Supplemental Indenture with respect to a Series of Bonds, from moneys in excess of the Debt Service Reserve Requirement for a Series of Bonds in the applicable Series Account of the Debt Service Reserve Fund transferred to the Series Account within the Bond Redemption Fund pursuant to Section 6.05 hereof; (iv) from excess moneys transferred from the Series Account of the Revenue Fund to the Series Account within the Bond Redemption Fund in accordance with Section 6.03 of this Master Indenture; (v) if the following is made applicable by the terms of a Supplemental Indenture, from moneys, if any, on deposit in the Series Account within the Bond Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or the sale of any portion of the District Lands benefited by a Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destruction of all or substantially all of the Project when such moneys are not to be used pursuant to 9.14(c) to repair, replace or restore the Project; provided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable; or (vi) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with Section 5.01(c) or (d) hereof. (c) Mandatory Sinking Fund Redemption. Bonds of a Series may be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture. In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof. The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer or as provided in Section 8.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 8.01(a) and (b) hereof or purchased pursuant to Section 6.04 hereof. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds of such Series in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds of such Series. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds of such Series in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years. SECTION Notice of Redemption and of Purchase. Except where otherwise required by a Supplemental Indenture, when required to redeem or purchase Bonds of a Series under any provision of the related Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bonds of such Series for which notice was duly mailed in accordance with this Section Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds of such Series Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information: (a) (b) the redemption or purchase date; the redemption or purchase price; (c) CUSIP numbers, to the extent applicable, and any other distinctive numbers andletters; 42 ßóïî 43

82 (d) if less than all Outstanding Bonds of a Series to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased; (e) that on the redemption or purchase date the Redemption Price or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and (f) the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee. If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless suchmoneys are so deposited. If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption. upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture. SECTION Partial Redemption of Bonds. Except to the extent otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption randomly in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date. [END OF ARTICLE VIII] The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds. SECTION Payment of Redemption Price. If any required (a) unconditional notice of redemption has been duly mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds of a Series so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specifiedredemption date, shall nolongerbe securedby the relatedindenture and shall not be deemed to be Outstandingunder the provisions of the related Indenture. Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption ARTICLE IX COVENANTS OF THE ISSUER SECTION Power to Issue Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute this Master Indenture and to pledge the Pledged Revenues for the benefit of the Bonds of a Series and any Credit Facility Issuer, except to the extent otherwise provided in a Supplemental Indenture. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Bonds of a Series and any Credit Facility Issuer with respect to such Series. The Bonds and the provisions of this Master Indenture and any Supplemental Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by this Master Indenture and any Supplemental Indenture and all the rights of the Bondholders and any Credit Facility Issuer under this Master Indenture and any Supplemental Indenture against all claims and demands of all other Persons whomsoever. SECTION Payment of Principal and Interest on Bonds. The payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the related Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the related Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the related Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be requiredto make such payment only out of the Pledged Revenues. THE BONDS AUTHORIZED UNDER THIS MASTER INDENTURE AND THE RELATED SUPPLEMENTAL INDENTURE AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THIS MASTER INDENTURE AND ANY SUPPLEMENTAL INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THIS MASTER INDENTURE AND ANY SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR. SECTION Special Assessments; Re-Assessments. (a) The Issuer shall levy Special Assessments, and, unless the Issuer collects the Special Assessments directly under the conditions set forth herein, evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all OutstandingBonds. (b) If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made. SECTION Method of Collection. Special Assessments shall be collected by the Issuer in accordance with the provisions of the Act and Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. The Issuer reserves the right to use the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections , and , Florida Statutes, or any successor statutes thereto (the Uniform Method), and to do all things necessary to continue to use the Uniform Method or a comparable alternative method afforded by Section , Florida Statutes. Notwithstanding the foregoing, initially, the Issuer shall not use the Uniform Method to collect Special Assessments levied against District Lands as long as the Developer is a Landowner (as such term is defined in the Act), unless the District Manager at the direction of the holders of a majority of Bonds Outstanding directs otherwise. The Issuer shall enter into or maintain in effect one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the Property Appraiser and Tax Collector Agreement) in order to effectuate the provisions of this Section. The Issuer shall ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under this Indenture. To the extent that the Issuer is legally prevented from collecting Special Assessments pursuant to the Uniform Method when required to use such method, or is not required to collect Special Assessments pursuant to the Uniform Method in accordance with the provisions of this Section 9.04, the Issuer shall then and only under those circumstances pursuant to the applicable rules and procedures of the City, collect and enforce Special Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. 46 ßóïí 47

83 SECTION Delinquent Special Assessments. Subject to the provisions of Section 9.04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section , Florida Statutes, in the same method now or hereafter provided by law for the foreclosure ofmortgages onreal estate and Sections and , Florida Statutes, or otherwise as provided by law. The Issuercovenants not to use the provisions of Chapter 173, Florida Statutes. SECTION Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens. If the Special Assessments levied and collected under the Uniform Method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Alternatively, if the Uniform Method is not utilized, and if any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due onthe Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), the property may then be purchased by the Issuer, to the extent the Issuer has available funds, for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), and the Issuer shall thereupon receive in its corporate name the title to the property for the benefit of the Registered Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the relatedseries Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Registered Owners of the Series of Bonds secured by such delinquent Special Assessments. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Registered Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Registered Owners within thirty (30) days after the receipt of the request therefor signed by the Registered Owners of at least twenty-five percent (25%) of the aggregate principal amount of all Outstanding Bonds of the Series payable from Special Assessments assessed on such property. If directed by an owner of a majority of the Bonds Outstanding or if the Trustee or the Issuer shall so elect, the Issuer and the Trustee may place title of property received upon foreclosure or deed in lieu of foreclosure into a special purpose entity controlled by the Trustee or such other entity acceptable to the Beneficial Holders of a majority of the Bonds of a Series so effected by such foreclosure, for the benefit of the Registered Owners. For as long as there is an Obligated Person, as defined under the Rule, then in addition to the Issuer, the decision to file a foreclosure action shall be made by a majority of the Holders of the Bonds so secured by the delinquent Special Assessments and such decision shall be communicated to the Issuer and Trustee in writing. SECTION Books and Records with Respect to Special Assessments. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Managers designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A signed copy of such audit shall be furnished to the Trustee (solely as a repository of such information) as soon as practicable after such audit shall become available and shall, upon written request, be mailed to any Registered Owner. SECTION Removal of Special Assessment Liens. Except as otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds, the following procedures shall apply in connection with the removal of Special Assessment liens: (a) At any time subsequent to thirty (30) days after a Project has been completed and the Board has adopted a resolution accepting a Project as provided by Section , Florida Statutes, as amended, any Landowner subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien, in whole or in part, upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount or a portion, as the case may be, of the Special Assessment, plus accrued interest, attributable to the property subject to Special Assessment owned by such owner to the earlier of the next Interest Payment Date, occurring at least 45 days after the Trustee receives such Prepayment. If any such prepayment of Special Assessments shall occur within thirty (30) days after a Project has been completed and the Board has adopted a resolution accepting the Project as provided in Section , Florida Statutes, as amended, no accrued interest shall be required to be paid. The Issuer shall promptly notify the Trustee in writing of any Prepayment made under such circumstances. Accrued interest on any Bonds that would be redeemed as a result of such Prepayment made within thirty (30) days after the Board has adopted a resolution accepting a Project shall be derived from moneys on deposit in the applicable capitalized interest account and if no moneys remain, from moneys on deposit in the Debt Service Reserve Account. (b) Upon receipt of a Prepayment as described in (a) above, the Issuer shall immediately pay the amount so received to the Trustee, and if the Special Assessments are being collected pursuant to the Uniform Method, the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid in full or in part and that such Special Assessment lien is thereby released and extinguished if paid in full or such Special Assessment lien shall be reduced if the Landowner only made a partial Prepayment. If the Special Assessments are not being collected pursuant to the Uniform Method, the Issuer shall reflect such Prepayment in its own records. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) hereof. In connection with such Prepayment, the Trustee shall calculate the credit authorized pursuant to Section 6.05 hereof, and transfer such credit to the Bond Redemption Fund to be used together with such Prepayment for the redemption of Bonds in accordance with Section 8.01(b)(i) hereof. (c) Notwithstanding the foregoing, and consistent with the proceedings of the Issuer relating to the imposition and levy of the Special Assessments, the Landowner (including the Developer) may at any time require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner. In lieu of such Prepayment with cash, an owner of property within the District may surrender to the District for cancellation to completely extinguish the lien on such property or reduce the lien equally on every portion of such property, a principal amount of Outstanding Bonds of a Series that is secured by Special Assessments levied against such property. (d) Upon receipt of a prepayment as described in (a), (b) or (c) above, the Issuer shall immediately pay the amount so received to the Trustee, and if using the Uniform Method, the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Account within the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) hereof. SECTION Deposit of Special Assessments. The Issuer covenants to cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the related Series Account of the Revenue Fund (except that amounts received as prepayments of Special Assessments shall be designated by the Issuer as such upon delivery to the Trustee and shall be deposited directly into the related Series Account within the Bond Redemption Fund). SECTION Construction to be on District Lands. Except for certain off site mitigation, roadway and possibly landscaping improvements which are or may be outside the District Lands and are required in order for the District Lands to be developed, the Issuer covenants that no part of the Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be 50 ßóïì vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval. SECTION Operation, Use and Maintenance of Project. The Issuer shall establish and enforce reasonable rules and regulations governing the use of the Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating conditionandshall make all necessaryrepairs, renewals and replacements. SECTION Observance of and Compliance with Valid Requirements. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon any Project or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to each Project. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon any Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues. SECTION Payment of Operating or Maintenance Costs by State or Others. The Issuer may permit the United States of America, the State, or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating the Project out of funds other than Pledged Revenues. SECTION Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Condemnation Proceeds. (a) Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of each Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customaryfor similar operations, oras is more specifically set forth hereinbelow. (b) At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of any Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineers recommendations. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to any Project for such coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage. All insurance policies ofthe Issuer relating to any Project shall be carried with companies authorized to do business in the State, with a Best rating of no less than A as to management and Class V as to financial strength; provided, however, that if, in the opinion of the District 51

84 Manager, adequate insurance protection under reasonable terms, conditions, provisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer determines to be in its best interests and otherwise consistent with this Master Indenture and any Supplemental Indenture; provided further, however, that the Issuer may act as a self-insurer in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-payee and shall be made payable to the Issuer. (c) All proceeds received from property damage or destruction insurance and all proceeds received from the condemnation of any Project or any part thereof are hereby pledged by the Issuer as security for the related Series of Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the related Series Account within the Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the provisions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the related Series Account within the Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reasonable time after the damage, destruction or condemnation (A) a certificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such separate fund, together with other funds available for such purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years following the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proceeds or condemnation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the related Series Account in the Revenue Fund. (d) The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. Qualified Self Insurance means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others. Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall deliver to the Trustee a certificate of compliance executed by the District Manager to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves. Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations unless it can establish to the satisfaction of the Trustee that such recommendations are unreasonable in light of the nature of the claims or the history of recovery against the Issuer for similar claims. (e) Copies of all recommendations and approvals made by the Consulting Engineerunder the provisions of this Section shall be filedwith the District Manager. Within the first six (6) months of each Fiscal Year the District Manager shall file with the Trustee a compliance certificate as confirmation of the insurance coverages relating to all Projects, such compliance certificate to include, without being limited thereto, a schedule of all insurance policies required by this Master Indenture and any Supplemental Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. The Trustee shall have no duty to determine compliance by the Issuer with the requirements of this Section. SECTION Collection of Insurance Proceeds. Copies of all insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of the Bonds and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under this Master Indenture or any Supplemental Indenture, whether such policy is payable to the Issuer or to the Trustee. The Trustee is hereby authorized in its own name to demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it. SECTION Use of Revenues for Authorized Purposes Only. None of the Pledged Revenues shall be used for any purpose other than as provided in this Master Indenture and the related Supplemental Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of this Master Indenture and the related Supplemental Indenture. SECTION Books and Records. The Issuer shall keep proper books of record and account in accordance with Generally Accepted Accounting Principles (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to any Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to any Project, shall at all times be subject during regularbusiness hours tothe inspection of the Trustee. SECTION Observance of Accounting Standards. The Issuer covenants that all the accounts and records of the Issuer relating to the Project will be kept according to Generally Accepted Accounting Principles consistently applied and consistent with the provisions of this MasterIndenture andanysupplemental Indenture. SECTION Employment of Certified Public Accountant. The Issuer shall employ or cause tobe employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and this Master Indenture and any Supplemental Indenture. SECTION Establishment of Fiscal Year, Annual Budget. The Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer and is filed with the Trustee. On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget with respect to the Project for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget with respect to the Project on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under this Master Indenture and any Supplemental Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. SECTION Report. Employment of Consulting Engineer; Consulting Engineers (a) The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by this Master Indenture and any Supplemental Indenture, employ one or more Independent engineers or engineering firms or corporations having a statewide andfavorable repute for skill and experience in such work. (b) The Issuer shall cause the Consulting Engineer to make an inspection of any portions of the Project owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth (i) its findings as to whether such portions of the Project owned by the Issuer have been maintained in 54 ßóïë good repair, working order and condition, and (ii) its recommendations as to the proper maintenance, repair and operation of the Project during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purpose. Copies of such annual report shall be mailed by the Issuer to any Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose. SECTION Audit Reports. The Issuer covenants that, no later than 180 days after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with him for such purpose. SECTION Information to Be Filed with Trustee. The Issuer shall cause to be kept on file with the Trustee at all times copies of the schedules of Special Assessments levied on all District Lands in respect of the Project. The Issuer shall keep accurate records and books of account with respect to the Project, and shall have a complete audit of such records and accounts made annually by a Certified Public Accountant, as provided in Section 9.22 hereof. A signed copy of said audit shall be furnished to the Trustee as soon as practicable after such audit shall become available. SECTION Covenant Against Sale or Encumbrance; Exceptions. The Issuer covenants that, (a) except for those improvements comprising any Project that are to be conveyed by the Issuer to the City, the State Department of Transportation or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber any Project, or any part thereof. Subject to the provisions of Section 9.31 hereof, the Issuer may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of a Series of Bonds or from Pledged Revenues if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the related Project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Revenue Fund. Upon any sale of property relating to the Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition ofthe proceeds thereof. Subject to obtaining an opinion of Bond Counsel that such action will not adversely affect the exclusion of interest on the Bonds for federal income tax purposes, the Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any 55

85 such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related Series Account in the Revenue Fund. SECTION [RESERVED]. SECTION No Loss of Lien on Pledged Revenue. The Issuer shall not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement. SECTION Compliance With Other Contracts and Agreements. The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Project and the issuance of the Bonds. SECTION Issuance of Additional Obligations. The Issuer shall not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues, except in the ordinary course of business. SECTION Extension of Time for Payment of Interest Prohibited. The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under this Master Indenture and any Supplemental Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended. SECTION Further Assurances. The Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Master Indenture and any Supplemental Indenture. SECTION Use of Bond Proceeds to Comply with Internal Revenue Code. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder, the interest on which is intended to be excluded from gross income for federal income tax purposes (Tax-Exempt Bonds) which would cause such Bonds to be arbitrage bonds as that term is defined in Section 148 (or any successor provision thereto) of the Code or private activity bonds as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code sections and related regulations throughout the term of such Tax-Exempt Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any Arbitrage Certificate executed in connection with the issuance of each Series of Tax-Exempt Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series oftax-exempt Bonds. SECTION Corporate Existence and Maintenance of Properties. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require all Projects, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority. SECTION Continuing Disclosure. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Master Indenture and any Supplemental Indenture, failure of the Issuer or the Developer (if obligated pursuant to the Continuing Disclosure Agreement) to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Bonds of a Series and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section For purposes of this Section, Beneficial Owner means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. SECTION Bankruptcy of Developer or Other Obligated Person Under the Rule. The provisions of this Section 9.34 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against the Developer or other obligated person (as defined under the Rule) (herein, the Landowner) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a Proceeding). For as long as any Bonds remain Outstanding, in any Proceeding involving the Issuer, any Landowner, or the Special Assessments, the District shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the Bonds The Issuer acknowledges and agrees that, although the Bonds will be issued by the Issuer, the Beneficial Owners of such Bonds are categorically the party with a financial stake in the repayment of the Bonds and, consequently, the party with a vested interest in a Proceeding. In the event of any Proceeding involving any Landowner (a) the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Special Assessments, the Bonds or any rights of the Trustee under this Master Indenture or applicable Supplemental Trust Indenture that is inconsistent with any direction from the Trustee, (b) the Trustee shall have the right, but is not obligated to, vote in any such Proceeding any and all claims of the Issuer, and, if the Trustee chooses to exercise such right, the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Landowner, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (c) the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of any lands submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustees enforcement of the Issuers claim with respect to the Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Special Assessments, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim. [END OF ARTICLE IX] ARTICLE X EVENTS OF DEFAULT AND REMEDIES SECTION Events of Default and Remedies. Except to the extent otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be as set forth in this Master Indenture. Notwithstanding any provision hereof to the contrary, upon an Event of Default hereunder, no amounts available under the Indenture shall be used to pay Deferred Obligations unless and until such Event of Default has been remedied. SECTION Events of Default Defined. Each of the following shall be an Event of Default under the Indenture, with respect to a Series of Bonds: (a) if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or (b) if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or (c) if the Issuer, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture orunder the Act; or (d) if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or 58 ßóïê (e) if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligentlyand continuously prosecute the same to completion; or (f) written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility 59

86 in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture; or (g) if at any time the amount in the Debt Service Reserve Fund or Account within such Debt Service Reserve Fund relating to a Series of Bonds is less than the Debt Service Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Reserve Requirement on the Bonds of any Series and such amount has not been restored within thirty (30) days of such withdrawal. The Trustee shall not be required to rely on any official action, admission or declaration by the Issuer before recognizing that anevent of Default under (c) above has occurred. SECTION No Acceleration; Redemption. No Series of Bonds issued under this Master Indenture shall be subject to acceleration. Upon an Event of Default, no optional redemption or extraordinary mandatory redemption of the Bonds pursuant to Article VIII hereof shall occur unless all of the Bonds of the Series where an Event of Default has occurred will be redeemed or if 100% of the Holders of such Series of Bonds agree to such redemption. SECTION Legal Proceedings by Trustee. If any Event of Default with respect to a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its own name: (a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds of such Series, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds of such Series and to perform its or their duties under the Act; (b) bring suit upon the Series of Bonds; (c) by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds ofsuch Series; (d) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and (e) by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of Bonds. SECTION Discontinuance of Proceedings by Trustee. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken. SECTION Bondholders May Direct Proceedings. The Holders of a majority in aggregate principal amount of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions ofthe Indenture. SECTION Limitations on Actions by Bondholders. No Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time. SECTION Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series. SECTION Remedies Not Exclusive. Except as limited under Section15.01 of this Master Indenture, no remedy contained in the Indenture with respect to a Series of Bonds is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION Delays and Omissions Not to Impair Rights. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient. SECTION Application of Moneys in Event of Default. Any moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following order of priority: (a) to the payment of the costs of the Trustee and Paying Agent incurred in connection with actions taken under this Article X with respect to such Series of Bonds, including counsel fees and any disbursements of the Trustee and the Paying Agent and payment of unpaid fees owed to the Trustee. (b) then: FIRST: to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any installment of interest over another. Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section. [END OF ARTICLE X] Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same which may include the Developer for any unpaid Deferred Obligations or as a court of competent jurisdiction may direct. For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facilityrelates. SECTION Trustees Right to Receiver; Compliance with Act. The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act andother applicable law of the State. SECTION Trustee and Bondholders Entitled to all Remedies under Act. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be heldunlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section hereof. SECTION Credit Facility Issuers Rights Upon Events of Default. Anything in the Indenture to the contrary notwithstanding, if any Event of Default, other than Events of Default described in Section 10.02(a) or (b) hereof, has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction of 62 ßóïé 63

87 ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR SECTION Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto and the Bondholders and any Credit Facility Issuer agree. The Trustee shall act as Trustee under this Master Indenture. Subject to the provisions of Section hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee. If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such persons own affairs. SECTION No Responsibility for Recitals. The recitals, statements and representations in this Master Indenture or in the Bonds, save only the Trustees Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under noresponsibility for the correctness thereof. SECTION Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice ofcounsel concerning all questions hereunder; the Trustee shall not be answerable forthe default or misconduct of any attorney or agent selected and supervised by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture and any Supplemental Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder. SECTION Compensation and Indemnity. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct, negligence or breach of its obligations hereunder. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys coming into its hands and payable to the Issuer but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility, which right of payment shall be prior to the right of the holders of the Bonds. The provision for indemnity shall survive the termination of this Master Indenture and any Supplemental Indenture and, as to any Trustee, its removal or resignation as Trustee. No provision of this Master Indenture shall require the Trustee to expend or risk its own funds. SECTION No Duty to Renew Insurance. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder. SECTION Notice of Default; Right to Investigate. The Trustee shall give written notice by first-class mail to registered Holders of a Series of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term defaults for purposes of this Section and Section being defined to include the events specified as Events of Default in Article X hereof, but not including any notice or periods of grace provided for therein); provided that, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under this Master Indenture and any Supplemental Indenture or a notification by a Credit Facility Issuer of a default under its Credit Facility, unless notified in writing of such default by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds of a Series. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer. SECTION Obligation to Act on Defaults. The Trustee shall be under no obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture if in its opinion such action may tend to involve expense or liability, andunless it is also furnished withindemnity satisfactory toit. SECTION Reliance by Trustee. The Trustee may act on any requisition, resolution, notice, telegram, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture and any Supplemental Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. SECTION Trustee May Deal in Bonds. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to this Master Indenture and any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under this Master Indenture and any Supplemental Indenture, it shall eliminate the conflict or resign as Trustee. SECTION Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Master Indenture and any Supplemental Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction. SECTION Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture and all Supplemental Indentures by written resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice of such resignation shall be sent by first-class mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent, Registrar and Credit Facility Issuer, if any, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustees notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed. Notice of such resignation shall also be given to any rating agency that shall then have in effect a rating on any of the Bonds. SECTION Removal of Trustee. The Trustee may be removed at any time by either (a) the Issuer, if no default exists under this Master Indenture or any Supplemental Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Owners of at least a majority of the aggregate principal amount of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar and Credit Facility Issuer, if any. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Master Indenture or any Supplemental Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Holders of not less than a majority of the aggregate principal amount of the Bonds then Outstanding. SECTION Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar, Credit Facility Issuer, if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Holders of a majority in aggregate principal amount of all Bonds then Outstanding may appoint a successor Trustee. SECTION Qualification of Successor. A successor Trustee shall be a bank or trust company with trust powers, having a combined net capital and surplus of at least $50,000, ßóïè SECTION Instruments of Succession. Any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring tothe successortrustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights to indemnity under Section hereof. SECTION Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Trustee under this Master Indenture and all Supplemental Indentures, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article XI. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee. SECTION Extension of Rights and Duties of Trustee to Paying Agent and Registrar. The provisions of Sections 11.02, 11.03, 11.04, 11.08, and hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of this Master Indenture and all Supplemental Indentures applicable to the Paying Agent and Registrar, respectively. SECTION Resignation of Paying Agent or Registrar. The Paying Agent or Registrar may resign and be discharged of the duties created by this Master Indenture and all Supplemental Indentures by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation not less than three (3) weeks prior to such resignation date to the Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section hereof. 67

88 SECTION Removal of Paying Agent or Registrar. The Paying Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder. SECTION Appointment of Successor Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, the Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar. SECTION Acceptance of Duties by Successor Paying Agent or Registrar. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder. SECTION Successor by Merger or Consolidation. Any corporation into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Paying Agent or Registrar under this Master Indenture and all Supplemental Indentures without the execution or filing of any paper or any further act on the part of the parties thereto, anything in this Master Indenture or any Supplemental Indenture to the contrary notwithstanding. [END OF ARTICLE XI] SECTION Qualifications of Successor Paying Agent or Registrar. Every successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by this Master Indenture and all Supplemental Indentures and (iii) capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000. SECTION Judicial Appointment of Successor Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, the Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, or and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS SECTION Acts of Bondholders; Evidence of Ownership of Bonds. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof. [END OF ARTICLE XII] ARTICLE XIII AMENDMENTS AND SUPPLEMENTS SECTION Amendments and Supplements Without Bondholders Consent. This Master Indenture and any Supplemental Indenture may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes: (a) to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer; (b) for any purpose not inconsistent with the terms of the related Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the related Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders; (c) to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the City, or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and (d) to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have a material adverse effect on the Holders of the Bonds; or (ii) if such changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments. SECTION Amendments With Bondholders Consent. Subject to the provisions of Section hereof, this Master Indenture and any Supplemental Indenture may be amended from time to time by a Supplemental Indenture approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding in the case of the Master Indenture, and of the Series of Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be soamended. SECTION Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel. The Trustee is authorized to join in the execution and delivery of any supplemental indenture or amendment permitted by this Article XIII and in so doing may rely on a written opinion of Counsel that such supplemental indenture or amendment is so permitted and 70 ßóïç 71

89 has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. [END OF ARTICLE XIII] ARTICLE XIV DEFEASANCE SECTION Defeasance. When interest on, and principal or Redemption Price (as the case may be) of, the Bonds of a Series or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the Escrow Agent) moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Issuer, including any Deferred Obligations, but only to the extent the Issuer has agreed to pay the same on or before the defeasance of the Bonds, the right, title and interest of the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts upon the defeasance in whole of all of the Bonds of a Series. SECTION Deposit of Funds for Payment of Bonds. If the Issuer deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or RedemptionPrice (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds. Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of the Series contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, shall, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date. [END OF ARTICLE XIV] ARTICLE XV MISCELLANEOUS PROVISIONS SECTION Limitations on Recourse. No personal recourse shall be had for any claim based on this Master Indenture or any Supplemental Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. The Bonds of each Series are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall be no other recourse under the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it. SECTION Payment Dates. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on suchnext succeeding Business Day. SECTION No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds. SECTION Illegal Provisions Disregarded. If any term of Master Indenture or any Supplemental Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law. SECTION Substitute Notice. If for any reason it shall be impossible to make duplication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. SECTION Notices. Any notice, demand, direction, request or other instrument authorized or required by this Master Indenture or any Supplemental Indenture to be given to or filed with the Issuer or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Master Indenture or any Supplemental Indenture if and when personally delivered and receipted for, or if mailed by first class mail, addressed as follows: 74 ßóîð 75

90 (a) As to the Issuer - [Remainder of page intentionally left blank] CityPlace Community Development District c/ospecial District Services, Inc. The Oaks Center 2501A Burns Road Palm BeachGardens, FL Attention: Peter L. Pimentel (b) As to the Trustee - Wells Fargo Bank, National Association Corporate Trust Services 225 Water Street, Suite 410 Jacksonville, FL Attention: Lisa Derryberry, Vice President Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under this Master Indenture or any Supplemental Indenture are tobe sent. All documents received by the Trustee under the provisions of this Master Indenture or any Supplemental Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing. SECTION Controlling Law. This Master Indenture and all Supplemental Indentures shall be governed byandconstrued in accordance with the laws of the State. SECTION Successors and Assigns. All the covenants, promises and agreements in this Master Indenture and all Supplemental Indentures contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. SECTION Headings for Convenience Only. The table of contents and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION Counterparts. This Master Indenture and any Supplemental Indentures may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION Appendices and Exhibits. Any and all appendices or exhibits referred to in and attached to this Master Indenture are hereby incorporated herein and made a part hereof for all purposes IN WITNESS WHEREOF, CityPlace Community Development District has caused this Master Indenture to be executed by the Chairman of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and Wells Fargo Bank, National Association has caused this Master Indenture to be executed by one of its authorized signatories and its seal to be hereunto affixed, all as of the day and year first above written. [SEAL] Attest: Name: Title: Secretary, Board of Supervisors CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: Name: Title: Chairman, Board of Supervisors STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH ) On this day of, 2012, before me, a notary public in and for the State and County aforesaid, personally appeared and, Chairman and Secretary, respectively, of the Board of Supervisors of CityPlace Community Development District, who acknowledged that they did sign the foregoing instrument as such officers, respectively, for and on behalf of CityPlace Community Development District; that the same is their free act and deed as such officers, respectively, and the free act and deed of CityPlace Community Development District; and that the seal affixed to said instrument is the seal of CityPlace Community Development District. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA [SEAL] WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar By: Name: Lisa Derryberry Title: Vice President (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 78 ßóîï 79

91 STATE OF FLORIDA ) )SS: COUNTY OF PALM BEACH ) On this day of, 2012, before me, a notary public in and for the State and County aforesaid, personally appeared Lisa Derryberry, a Vice President of Wells Fargo Bank, National Association, as Trustee, who acknowledged that she did sign said instrument as such officer for and on behalf of said association; that the same is her free act and deed as such officer and the free act and deed of said association; and that the seal affixed to said instrument is the seal ofsaid association. EXHIBIT A LEGAL DESCRIPTION OF CITYPLACE COMMUNITY DEVELOPMENT DISTRICT The present boundaries of CityPlace CommunityDevelopment District are as follows: IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 80 A-1 R- EXHIBIT B [FORM OF BOND] UNITED STATES OF AMERICA STATEOF FLORIDA PALM BEACH COUNTY CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 200_ B-1 $ Interest Rate Maturity Date Date of Original Issuance CUSIP Registered Owner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS that the CityPlace Community Development District (the Issuer), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust office of Wells Fargo Bank, National Association, initially its office in Minneapolis, Minnesota, as paying agent (said Wells Fargo Bank, National Association and/or any bank or trust company to become successor paying agent being herein called the Paying Agent), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of 30-day months, payable on the first day of May of each year. Principal of this Bond is payable at the designated corporate trust office of Wells Fargo Bank, National Association, in its office initially located in Minneapolis, Minnesota, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each Interest Payment Date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by Wells Fargo Bank, National Association, as Registrar (said Wells Fargo Bank, National Association and any successor Registrar being herein called the Registrar) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the Record Date). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to, 200_, in which case from, 200_, or unless the date of authentication hereofis betweena Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such ßóîî defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF WEST PALM BEACH, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE CITY OF WEST PALM BEACH, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, CityPlace Community Development District has caused this Bond to be signed by the facsimile signature of the Chairman of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretaryof its Board of Supervisors, all as ofthe date hereof. (SEAL) Attest: By: Secretary, Board of Supervisors CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: B-2 Chairman, Board of Supervisors

92 CERTIFICATEOF AUTHENTICATION This Bondis one of the Bonds delivered pursuant to the within mentionedindenture. Date of Authentication: Wells Fargo Bank, National Association, as Trustee By: Authorized Signatory [Back of Bond] This Bond is one of an authorized issue of Bonds of the CityPlace Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the Act) and Ordinance No of the City Commission of the City of West Palm Beach, Florida enacted on March 26, 1990, as supplemented by Ordinance No enacted on September 21, 1998 designated as CityPlace Community Development District Special Assessment Bonds, Series (the Bonds), in the aggregate principal amount of Dollars ($ ) of like date, tenor and effect, except as to number. The Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay [STATE PURPOSE]. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of April 1, 2012, (the Master Indenture), as amended and supplemented by a Supplemental Trust Indenture dated as of 1, (the Supplemental Indenture and together with the Master Indenture, the Indenture), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Bonds outstanding, and as to other rights and remedies of the registered owners of the Bonds. The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, Palm Beach County, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, Palm Beach County, Florida, the State of Florida or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture. B-3 B-4 By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture. This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non ad valorem assessments in the form of Special Assessments to secure and pay the Bonds. The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Bonds shall be made on the dates specified below. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeedingandsubsequent years. Optional Redemption The Bonds are subject to redemption at the option of the Issuer in whole or in part at any time on or after 1,, at the redemption prices (expressed as percentages of principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, uponnotice from the Issuertothe Trustee as set forth in the Indenture. Redemption Period (Both Dates Inclusive) B-5 Redemption Price 1, to 31, % 1, to 31, 1, and thereafter Mandatory Sinking Fund Redemption The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture. ßóîí Year Principal Amount of Bonds to be Paid Extraordinary Mandatory Redemption in Whole or in Part B-6 Year Principal Amount of Bonds to be Paid The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Bond Redemption Fund following the payment of Special Assessments on any portion of the District Lands in accordance with the provisions of the Section 9.08 of the Indenture; (ii) when sufficient moneys are on deposit in the related Funds and Accounts (other than the Rebate Fund and any other excluded fund or account as provided in the Supplemental Indenture) to pay and redeem all Outstanding Bonds and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iii) if made applicable in a Supplemental Indenture, from moneys in excess of the Debt Service Reserve Requirement in the Debt Service Reserve Fund transferred to the Bond Redemption Fund pursuant to the Indenture; (iv) from excess moneys transferred from the Revenue Fund to the Bond Redemption Fund in accordance with the Indenture; [(v) from moneys, if any, on deposit in the Bond Redemption Fund following condemnation or the sale of any portion of the District Lands benefited by the Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destructionof all or substantiallyall of the Project when such moneys are not to be used pursuant to the Indenture to repair, replace or restore the Project; provided, however, that at least fortyfive (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable;] or (vi) either prior to the Completion Date or after the Completion Date, as the case may be, from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with the Indenture. Notice of Redemption The Trustee shall cause notice of redemption to be mailed at least thirty but not more than sixty days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice orthe mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the corporate trust office of the Paying Agent and on such date

93 interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided inthe Indenture. Partial Redemption of Bonds. If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date. The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account ofthe principal of, premium, if any, and interest onsuch Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions. The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar, initially at the Registrars corporate trust office in Minneapolis, Minnesota. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. B-7 B-8 STATEMENT OF VALIDATION [USE FOR NEW MONEY BONDS] This Bond is one of a series of Bond which were validated by judgment of the Circuit Court of the Fifteenth Judicial Circuit of Florida, in and for Palm Beach County, Florida, rendered on the day of,. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: Secretary Chairman, Board of Supervisors UNIFORM TRANSFER MIN ACT TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common - Custodian (Cust) (Minor) Under Uniform Transfer to Minors Act (State) Additional abbreviations may also be usedthough not in the above list. B-9 ßóîì B-10

94 ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name and address of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Signature Guarantee: EXHIBIT C FORM OF REQUISITION CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 200_ The undersigned, a Responsible Officer of the CityPlace Community Development District (the Issuer) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the Issuer to Wells Fargo Bank, National Association, as trustee (the Trustee), dated as of April 1, 2012, as supplemented by that certain First Supplemental Trust Indenture dated as of, 2012 (the Indenture), (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (1) Requisition Number: (2) Name of Payee pursuant toacquisition Agreement: (3) Amount Payable: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company Please insert social security or other identifying number of Assignee. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. (4) Purpose for which paid or incurred (refer also to specific contract if amount is due andpayable pursuant to a contract involving progress payments, or, state Costs of Issuance, if applicable): to be made: the amount: The undersigned hereby certifies that: or (5) Fund or Account and subaccount, if any, from which disbursement (6) Indicate if this requisition is for Deferred Obligations and, if so, 1. obligations in the stated amount set forth above have been incurred by the Issuer, this requisition is for Costs of Issuance payable from the Acquisition and Construction Fund that have not previously been paid; 2. each disbursement set forth above is a proper charge against the Acquisition and Construction Fund; 3. each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project; 4. each disbursement represents a Cost of the Project which has not previously been paid. B-11 C-1 The undersigned hereby further certifies that there has not been filed with or served upon the Issuer notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, whichhas not been released or will not be released simultaneously with the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. Attached hereto are copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested. CITYPLACE COMMUNITY DEVELOPMENT DISTRICT CONSULTING ENGINEERS APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY If this requisition is for a disbursement from other than Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modifiedon the date hereof. Consulting Engineer By: Responsible Officer C-2 ßóîë C-3

95 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...3 FIRST SUPPLEMENTAL TRUST INDENTURE BETWEEN CITYPLACE COMMUNITY DEVELOPMENT DISTRICT AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated as of April 1, 2012 Authorizing and Securing $39,890,000 CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT AND REVENUE REFUNDING BONDS, SERIES 2012 ARTICLE II THE SERIES 2012 BONDS...12 SECTION Amounts and Terms ofseries 2012Bonds; Issueof Series 2012 Bonds...12 SECTION Execution...12 SECTION Authentication...12 SECTION Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2012 Bonds SECTION Debt Service on the Series 2012 Bonds...13 SECTION Disposition of Series 2012 Bond Proceeds; and certain Transferred Moneys...14 SECTION Book-Entry Form of Series 2012 Bonds...14 SECTION Appointment of Registrar and Paying Agent...15 SECTION Conditions Precedent to Issuance of the Series 2012 Bonds...16 ARTICLE III REDEMPTION OF SERIES 2012 BONDS...17 SECTION Redemption Dates and Prices...17 SECTION Notice of Redemption...17 ARTICLE IV ESTABLISHMENTOF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; REMOVAL OF SERIES 2012 SPECIAL ASSESSMENT LIENS...18 SECTION Establishment of Certain Funds and Accounts...18 SECTION Series 2012 Revenue Account...19 SECTION Power to Issue Series 2012 Bonds and Create Lien...20 ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER...22 SECTION Collection of Series 2012 Special Assessments...22 SECTION Continuing Disclosure...22 SECTION Investment of Funds and Accounts...22 ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR...23 SECTION Acceptance of Trust...23 SECTION Trustees Duties...23 ARTICLE VII MISCELLANEOUS PROVISIONS...24 SECTION Interpretation of First Supplemental Indenture...24 SECTION Amendments...24 SECTION Counterparts...24 SECTION Appendices and Exhibits...24 SECTION Payment Dates...24 SECTION No Rights Conferred on Others...24 EXHIBIT A EXHIBIT B FORM OF SERIES 2012 BOND FORM OF REQUISITION i THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the First Supplemental Indenture), dated as of April 1, 2012 between the CITYPLACE COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, the Issuer), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Jacksonville, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this First Supplemental Indenture being hereinafter referred to as the Trustee); W I T N E S S E T H: WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the Act), by Ordinance No of the City Commission of the City of West Palm Beach, Florida, enacted on March 26, 1990, as supplemented by Ordinance No , enacted on September 21, 1998 (collectively, the Ordinance), for the purpose, among other things, of financing and refinancing the acquisition and construction, maintenance, and operation of the major infrastructure within and without the boundaries of the premises to be governed by the Issuer; and WHEREAS, the premises governed by the Issuer, as described more fully in the Ordinance, consisting of approximately 25 acres of land (herein, the District Lands or District), are located entirely within the incorporated area of the City of West Palm Beach, Florida (the City); and WHEREAS, on December 15, 1998, the Issuer issued its $55,155,000 in initial principal amount of CityPlace Community Development District Capital Improvement Revenue Bonds, Series 1998 (the Prior Bonds) to finance certain assessable public improvements, to fund capitalized interest, to fund a reserve account relating to the Prior Bonds and to pay the costs of issuing the Prior Bonds; and WHEREAS, the Prior Bonds were issued pursuant to the Act, the Ordinance, that certain Master Trust Indenture (the Prior Master Indenture) and First Supplemental Trust Indenture (the Prior First Supplemental Indenture and, together with the Prior Master Indenture, the Prior Indenture), each dated as of December 1, 1998, each by and between the Issuer and First Union National Bank, as the original prior trustee; and WHEREAS, U.S. Bank National Association currently serves as trustee under the Prior Indenture (the Prior Trustee); and WHEREAS, in connection with the issuance of the Prior Bonds and the retail project to be constructed by the Developer within the District, the City and the West Palm Beach Community Redevelopment Agency (the Agency), community redevelopment agency established pursuant to Section , of Part III of Chapter 163, Florida Statutes (the Community Redevelopment Act) have provided financial support to the Issuer; and WHEREAS, the Issuer has determined to issue a first Series of Bonds, designated as the CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 (the Series 2012 Bonds), pursuant to the Master Indenture (as herein defined) and this First Supplemental Indenture (hereinafter sometimes collectively referred to as the Indenture); and WHEREAS, the Agency has agreed pursuant to the terms and provisions of the Interlocal Agreement (as hereinafter defined) to continue its financial support with respect to the Series 2012 Bonds; and WHEREAS, for purposes of the Interlocal Agreement, the Master Indenture shall be deemed to be the prior Master Indenture, as amended and restated and the First Supplemental Indenture shall be deemed to be the Prior First Supplemental Indenture, as amended and restated; and WHEREAS, any capitalized term used in this First Supplemental Indenture and not otherwise defined shall have the meaning ascribed to such term in the Master Indenture; and WHEREAS, in the manner provided herein, the proceeds of the Series 2012 Bonds, together with other legally available moneys, will be used to provide funds (i) to defease and refund the Prior Bonds on a current basis, (ii) to fund the Series 2012 Reserve Account (as herein defined), and (iii) to pay the costs of issuance of the Series 2012 Bonds; and WHEREAS, the Series 2012 Bonds will be secured by a pledge of Series 2012 Pledged Revenues (as hereinafter defined) to the extent provided herein. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2012 Bonds, the security and payment of the principal or Redemption Price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2012 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2012 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to Wells Fargo Bank, National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2012 Pledged Revenues as security for the payment of the principal, Redemption Price or purchase price of (as the case may be) and interest on the Series 2012 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows: TO HAVE AND TO HOLD the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture with respect to the Series 2012 Bonds. IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2012 Bonds issued and to be issued under this First ßóîê 2

96 Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Indenture) of any one Series 2012 Bond over any other Series 2012 Bond, all as provided in the Indenture. PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or Redemption Price of the Series 2012 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2012 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Indenture to be and remain in full force and effect. ARTICLE I DEFINITIONS In this First Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture or the Interlocal Agreement, as applicable and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires: Agency Advance shall mean the amount withdrawn during any Fiscal Year from the Series 2012 Excess Revenue Account to satisfy the Debt Service Requirement of the Series 2012 Bonds and/or the amount necessary to be deposited into the Series 2012 Reserve Account so that the amount therein is equal to the Series 2012 Reserve Requirement. Arbitrage Certificate shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated April 30, 2012, relating to certain restrictions on arbitrage under the Code with respect tothe Series 2012 Bonds. Assessment Resolutions shall mean Resolution No and Resolution No of the Issuer adopted on September 9, 1998 and November 3, 1998, respectively, as amended and supplemented from time to time. Authorized Denomination shall mean, with respect to the Series 2012 Bonds, denominations of $5,000 and any integral multiple thereof. Bonds shall mean the Issuers Special Assessments Bonds issued pursuant to the Master Indenture. Continuing Disclosure Agreement shall mean the Continuing Disclosure Agreement for the benefit of the owners of the Series 2012 Bonds, expected to be dated as of April 1, 2012, by and among the Issuer, the dissemination agent named therein, the Developer and joined by the parties named therein, in connection with the issuance of the Series 2012 Bonds. 3 Coverage Revenues means after the deposit of Increment Revenues pursuant to Section 4.01(b) hereof, the sum of (x) the lesser of $2,000,000 or the amount deposited in the Agencys Redevelopment Trust Fund pursuant tosection , Florida Statutes, which is attributable to all property within the Agencys Redevelopment Area (other than any property not subject to ad valorem taxation under Florida law and the Renaissance Property) plus (y) the difference between the total amount required to be deposited in the Redevelopment Trust Fund pursuant to Section , Florida Statutes, generated in the Project Area and the Increment Revenues. Defeasance Securities shall mean, with respect to the Series 2012 Bonds, to the extent permitted by law, (a) cash deposits (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in clause (b) hereof), and (b) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury) which are non-callable and nonprepayable. District Manager shall mean Special District Services, Inc., and its successors and assigns. Escrow Deposit Agreement shall mean that certain Escrow Deposit Agreement dated as of April 1, 2012, by and between the Issuer and the Prior Trustee, serving as escrow agent thereunder. Increment Revenues shall mean 80% of the amount deposited in the Agencys Redevelopment Trust Fund pursuant to Section , Florida Statutes, which are attributable to property within the Project Area and which, pursuant to the terms of the Interlocal Agreement, are payable by the Agency to the Trustee each calendar year by not later than each January 31 commencing January 31, Indenture shall mean collectively, the Master Indenture and this First Supplemental Indenture. Interest Payment Date shall mean May 1 and November 1 of each year, commencing November 1, 2012, and any other date the principal of the Series 2012 Bonds is paid. Interlocal Agreement shall mean that certain Interlocal Agreement dated October 9, 1998, among the City, the Agency and the Issuer, as amended and supplemented on December 2, 1998, March 8, 1999 and as of March 1, Investment Obligations shall mean and include any of the following securities with respect to the investment of moneys under this First Supplemental Indenture, if and to the extent that such securities are legal investments for funds of the Issuer: (i) Government Obligations; (ii) obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal 4 Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan MarketingAssociation; Federal Home Loan Mortgage Corporation. (iii) deposits, Federal funds or bankers acceptances (with term to maturity of 270 days or less) of any bank, including the Trustee Bank, which, at the time of deposit, has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moodys and S&P; (iv) commercial paper rated in the top two rating category by both Moodys and S&P at the time of purchase; (v) municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts and rated A- or higher by Moodys, Fitch or S&P at the time of purchase; (vi) both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for money market funds by both Moodys and S&P, including those shares offered or sponsored by the Trustee Bank, and (B) shares of money market mutual funds, including those funds offered or sponsored by the Trustee Bank, that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moodys and S&P at the time ofpurchase; (vii) repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least AA by S&P and Aa by Moodys provided that the repurchase agreement shall provide that if during its term the providers rating by either S&P or Moodys falls below AA- or Aa3, respectively, the provider shall immediately notify the Trustee and the provider shall at its option, within ten days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an AA rated investment from S&P and an Aa rated investment from Moodys, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the providers rating by either S&P or Moodys falls below A- or A3, respectively, the provider must at the direction by the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an AA rated investment from S&P and an Aa rated investment from Moodys, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest 5 ßóîé within two (2) Business Days. Any repurchase agreement entered into pursuant to this Indenture shall containthe following additional provisions: 1) Failure to maintain the requisite collateral percentage will require the District orthe Trustee to liquidate the collateral as provided above; 2) The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferors books); 3) The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Trustee shall be rendered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the holder of the collateral is in possession); 4) The repurchase agreement shall be a repurchase agreement as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a qualified financial contract as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA) and such bank is subject to FIRREA; 5) The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider togive written notice to the Trustee of any change in its long-term debt rating; 6) The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction; 7) The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Trustee) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance withits terms; 8) The term of the repurchase agreement shall be no longer than ten years; 9) The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under an applicable Supplemental Indenture. 10) The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Indenture; 11) Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the beneficial owners under the Uniform 6

97 Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R et seq. or 31 C.F.R et seq. are created for the benefit of the beneficial owners; and 12) The collateral delivered or transferred to the Issuer, the Trustee, or a thirdparty acceptable to, and acting solely as agent for, the Trustee (the Holder of the Collateral) shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on providers books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the majority of the Holders and the Trustee. The custodial agreement shall provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement. If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the beneficial owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank; (viii) investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the highest short-term rating category by Moodys or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated by Aa2 or better by Moodys and AA or better by S&P or Fitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided: 1) interest is paid on any date interest is due on the Series 2012 Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement; 2) moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two days notice unless otherwise specified in a Supplemental Indenture; 3) the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and 4) the Trustee receives an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent; 5) in the event of a suspension, withdrawal, or downgrade below Aa3, AAor AA- by Moodys, S&P or Fitch, respectively, the provider shall notify the Trustee within five (5) days of such downgrade event and the provider shall at its option, within ten (10) business days after notice is given to the Trustee take any one of the following actions: 7 6) collateralize the agreement at levels, sufficient to maintain an AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach, or 7) assign the agreement to another provider, as long as the minimum rating criteria of AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach; or 8) have the agreement guaranteed by a provider which results in a minimum rating criteria of an AA rated investment from S&P or Fitch and an Aa2 from Moodys with a market to market approach; or 9) repay all amounts due and owing under the agreement. 10) In the event the provider has not satisfied any one of the above condition within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium. (ix) bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moodys, S&P or Fitch or AA- or better by either S&P, Moodys or Fitch; (x) the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section or the corresponding provisions of subsequent laws provided that such fund, at the time of purchase, is rated at least AA by S&P (without regard to gradation) or at least Aa by Moodys (without regard to gradation); (xi) negotiable or non-negotiable certificates of deposit, savings accounts, deposit accounts, money market deposits or banking arrangements issued by or with any financial institution, including the Trustee Bank, subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation (FDIC) (including the FDICs Savings Association Insurance Fund); and (xii) other investments permitted by Florida law and directed by the Issuer. A certificate of an Authorized Officer directing any investment enumerated above shall constitute a representation by the Issuer that such investment is permitted under this First Supplemental Indenture. Landowner shall have the meaning given to such term in the Act. Master Indenture shall mean the Master Trust Indenture, dated as of April 1, 2012, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2012 Bonds (as opposed to supplements or 8 amendments relating to any Series of Bonds other than the Series 2012 Bonds as specifically defined in this First Supplemental Indenture). Paying Agent shall mean Wells Fargo Bank, National Association, and its successors and assigns as Paying Agent hereunder. Redemption Price shall mean the principal amount of any Series 2012 Bond payable upon redemption thereofpursuant to this First Supplemental Indenture. Registrar shall mean Wells Fargo Bank, National Association and its successors and assigns as Registrar hereunder. Regular Record Date shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. Resolution shall mean Resolution No of the Issuer adopted on April 4, 2012, pursuant to which the Issuer authorized the issuance of not exceeding $49,000,000 aggregate principal amount of its Series 2012 Bonds to defease and refund on a current basis the Prior Bonds, specifying the details of the Series 2012 Bonds and awarding the Series 2012 Bonds to the purchaser of the Series 2012 Bonds based on the parameters set forththerein. Series 2012 Bond Redemption Account shall mean the Series 2012 Bond Redemption Account established as a separate Account within the Debt Service Fund pursuant to Error! Reference source not found. of this First Supplemental Indenture. Series 2012 Bonds shall mean the $39,890,000 aggregate principal amount of CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012, to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this First Supplemental Indenture, and secured and authorized by the Master Indenture and this First Supplemental Indenture. Series 2012 Costs of Issuance Fund shall mean the Fund so designated, pursuant to Section 4.01(a) ofthis First Supplemental Indenture. Series 2012 Interest Account shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Indenture. Series 2012 Pledged Revenues shall mean with respect to the Series 2012 Bonds (a) the Increment Revenues, (b) all revenues received by the Issuer from Series 2012 Special Assessments levied and collected on the District Lands, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2012 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2012 Special Assessments, (c) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2012 Bonds, and (d) any Agency Advance; provided, however, that Series 2012 Pledged Revenues shall not include (A) any moneys transferred to the Series 2012 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2012 Costs of Issuance Fund, (C) moneys 9 ßóîè on deposit in the Excess Revenue Fund which are not necessary to satisfy any portion of the Debt Service Requirement of the Series 2012 Bonds or necessary to replenish the Series 2012 Reserve Account, and (D) special assessments levied and collected by the Issuer under Section of the Act for maintenance purposes or maintenance assessments levied and collected by the Issuer under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A) and (B) of this proviso). Series 2012 Principal Account shall mean the account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.01(c) of this First Supplemental Indenture. Series 2012 Rebate Fund shall mean the Fund so designated, established pursuant to Section 4.01(g) of this First Supplemental Indenture. Series 2012 Reserve Account shall mean the Series 2012 Reserve Account established as a separate Account within the Reserve Fund pursuant to Section 4.01(f) of this First Supplemental Indenture. Series 2012 Reserve Requirement or Reserve Requirement shall mean an amount equal to the maximum annual debt service with respect to the initial principal amount of the Series 2012 Bonds. Any amount in the Series 2012 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2012 Bonds be used to pay principal of and interest on the Series 2012 Bonds at that time. The Series 2012 Reserve Requirement shall be equal to $4,207,875. Series 2012 Revenue Account shall mean the Account so designated, established as a separate Account withinthe Revenue Fund pursuant to Section 4.01(b) of this First Supplemental Indenture. Series 2012 Sinking Fund Account shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Indenture. Series 2012 Special Assessments shall mean a portion of the Special Assessments levied on certain of the District Lands as a result of the Issuers acquisition of the Project, corresponding in amount to the debt service on the Series 2012 Bonds and designated as such in the methodology report relating thereto. Transferred Moneys shall mean the moneys made available under the Prior Indenture as a result of the defeasance of the Prior Bonds. Trustee Bank shall mean, with respect to a provider of Investment Obligations, the financial institution serving as Trustee hereunder Excess Revenue Account shall mean the Account so designated pursuant to Section 4.01 hereof. 10

98 The words hereof, herein, hereto, hereby, and hereunder (except in the form of Series 2012 Bonds), refer to the entire Indenture. Every request, requisition, order, demand, application, notice, statement, certificate, consent, or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer. All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa. [END OF ARTICLE I] ARTICLE II THE SERIES 2012 BONDS SECTION Amounts and Terms of Series 2012 Bonds; Issue of Series 2012 Bonds. No Series 2012 Bonds may be issued under this First Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture. (a) The total principal amount of Series 2012 Bonds that may be issued under this First Supplemental Indenture is expressly limited to $38,890,000 The Series 2012 Bonds shall be numbered consecutively from R-1 and upwards. (b) Any and all Series 2012 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2012 Bonds upon execution of this First Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuers request, authenticate such Series 2012 Bonds and deliver them as specified in the request. SECTION Execution. The Series 2012 Bonds shall be executed by the Issuer as set forth in the Master Indenture. SECTION Authentication. The Series 2012 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2012 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture. SECTION on, the Series 2012 Bonds. Purpose, Designation and Denominations of, and Interest Accruals (a) The Series 2012 Bonds are being issued hereunder in order to provide funds (i) to defease and refund, on a current basis, the Prior Bonds, (ii) to fund the Series 2012 Reserve Account in an amount equal to the Series 2012 Reserve Requirement and (iii) to pay the costs of issuance of the Series 2012 Bonds. The Series 2012 Bonds shall be designated CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012, and shall be issued as fully registered bonds without coupons in Authorized Denominations. (b) The Series 2012 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2012 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2012 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2012, in which case from the date of initial delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date (c) Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2012 Bonds, the principal or Redemption Price of the Series 2012 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2012 Bonds. Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2012 Bonds, the payment of interest on the Series 2012 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2012 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2012 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called Defaulted Interest) shall be paid to the Owner in whose name the Series 2012 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, any Owner of Series 2012 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date. SECTION Debt Service onthe Series 2012 Bonds. (a) The Series 2012 Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates all set forth below, subject to the right of prior redemption in accordance with their terms. Year Amount Interest Rate $ 1,510,000 1,590,000 1,765,000 1,925,000 2,615,000 2,750,000 2,890,000 3,040,000 3,195,000 3,360, % 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% ,250, % (b) Interest on the Series 2012 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2012 Bonds on the day before the default occurred. SECTION Disposition of Series 2012 Bond Proceeds; and certain Transferred Moneys. From the net proceeds of the Series 2012 Bonds received by the Trustee in the amount of $43,463,383. (a) $38,855, derived from the net proceeds of the Series 2012 Bonds shall be immediately deposited with the Prior Trustee acting as escrow agent for deposit into the Escrow Deposit Agreement; (b) $4,207, derived from the net proceeds of the Series 2012 Bonds (which is an amount equal to the Series 2012 Reserve Requirement) shall be deposited in the Series 2012 Reserve Account of the Reserve Fund; (c) $400, representing the balance of the net proceeds of the Series 2012 Bonds shall be deposited in the Series 2012 Costs of Issuance Fund for payment of the costs of issuing the Series 2012Bonds. The District has directed the Prior Trustee to deposit $500,000 of Transferred Moneys with the Trustee for further deposit into the Series 2012 Revenue Account. In addition, the District shall cause $502, derived from the Series 2012 Special Assessments to be depositedwith the Trustee forfurther deposit intothe Series 2012 Revenue Account. 13 ßóîç SECTION Book-Entry Form of Series 2012 Bonds. The Series 2012 Bonds shall be issued as one fully registered bond for each maturity of Series 2012 Bonds and deposited with The Depository Trust Company (DTC), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants. As long as the Series 2012 Bonds are held inbook-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (DTC Participants) and other institutions that clear through or maintain a 14

99 custodial relationship with a DTC Participant, either directly or indirectly (Indirect Participants). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests ofindividual purchasers of the Series 2012 Bonds (Beneficial Owners). Principal and interest on the Series 2012 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer. Individuals may purchase beneficial interests in Authorized Denominations in bookentry-only form, without certificated Series 2012 Bonds, through DTC Participants and Indirect Participants. During the period for which Cede & Co. is registered owner of the Series 2012 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to DTC Participants and DTC Participants shall be responsible for notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2012 Bonds in the form of fully registered Series 2012 Bonds in accordance with the instructions from Cede & Co. In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2012 Bonds may be exchanged for an equal aggregate principal amount of Series 2012 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee. The Issuer hereby appoints Wells Fargo Bank, National Association as Paying Agent for the Series 2012 Bonds. Wells Fargo Bank, National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as PayingAgent hereunder. SECTION Conditions Precedent to Issuance of the Series 2012 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2012 Bonds, all the Series 2012 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of: Indenture; (a) (b) Certified copies of the Assessment Resolutions; Executed originals of the Master Indenture and this First Supplemental (c) An opinion of Counsel to the District substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to refinance the public infrastructure financed with the proceeds of the Prior Bonds, (iii) all proceedings undertaken by the Issuer with respect to the Series 2012 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2012 Special Assessments, and (v) the Series 2012 Special Assessments are legal, valid and binding liens upon the property against which such Series 2012 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid; (d) A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2012 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture; and (e) An opinion of Bond Counsel to the effect that upon the deposit described in Section 2.06(a) hereof and the other deposits or transfers required under the Escrow Deposit Agreement have been made, the Prior Bonds will be paid and discharged within the meaning of the Prior Indenture. [END OF ARTICLE II] SECTION Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the Bond Register) for the registration, transfer and exchange of the Series 2012 Bonds, and hereby appoints Wells Fargo Bank, National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. Wells Fargo Bank, National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges ARTICLE III REDEMPTION OF SERIES 2012 BONDS SECTION Redemption Dates and Prices. The Series 2012 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2012 Bonds shall be made on the dates hereinafter required. The Series 2012 Bonds maturing on May 1, 2026 are subject to mandatory sinking fund redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2012 Bonds shall be made on the dates specified below. In the event of a purchase of such Series 2012 Bonds occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, a recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption occurs, but a recalculation shall be made by the Issuer and delivered to the Trustee reflecting the revised mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years so as to amortize the Outstanding principal amount of Series 2012 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal). (a) Mandatory Sinking Fund Redemption. The Series 2012 Bonds maturing on May 1, 2026 are subject to mandatory sinking fund redemption on May 1 from the moneys on deposit in the Series 2012 Sinking Fund Account in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. *Maturity Year Mandatory Sinking Fund Redemption Amount 2023 $ 3,530, ,710, ,905, * 4,105,000 SECTION Notice of Redemption. When required to redeem Series 2012 Bonds under any provision of this First Supplemental Indenture, the Trustee shall give or cause to be given to Owners of the Series 2012 Bonds to be redeemed, notice of the redemption, as set forth in Article IV of the Master Indenture. [END OF ARTICLE III] 17 ßóíð ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; REMOVAL OF SERIES 2012 SPECIAL ASSESSMENT LIENS SECTION Establishment of Certain Funds and Accounts. (a) The Trustee shall establish a separate Fund hereunder to be designated as the Series 2012 Costs of Issuance Fund. Proceeds of the Series 2012 Bonds shall be deposited into the Series 2012 Costs of Issuance Fund in the amount set forth in Section 2.06(c) hereof. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit B, the Trustee shall withdraw moneys from the Series 2012 Costs of Issuance Fund to pay the costs of issuing the Series 2012 Bonds. Six months after the issuance of the Series 2012 Bonds, any moneys remaining in the Series 2012 Costs of Issuance Fund in excess of the actual costs of issuing the Series 2012 Bonds requested to be disbursed by the Issuer shall be deposited into the Series 2012 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2012 Bonds shall be paid from excess Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account, other than Series 2012 Pledged Revenues derived from the Increment Revenues or amounts derived from Coverage Revenues representing Agency Advances. (b) Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish two (2) separate Accounts within the Revenue Fund designated as the Series 2012 Revenue Account and the Series 2012 Excess Revenue Account. Series 2012 Special Assessments and the Increment Revenues received by the Trustee from the Agency shall be deposited by the Trustee into the Series 2012 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 of this First Supplemental Indenture. The Trustee shall deposit all Coverage Revenues received from the Agency into the Series 2012 Excess Revenue Account. The Coverage Revenues on deposit in the Series 2012 Excess Revenue Account shall be deposited into the Series 2012 Revenue Account whenever amounts on deposit in the Series 2012 Revenue Account are not sufficient to satisfy the Debt Service Requirements for the Series 2012 Bonds. In addition, if moneys are withdrawn from the Series 2012 Debt Service Reserve Account and not replenished in accordance with Section 4.02 hereof, the Trustee shall immediately withdraw moneys from the Series 2012 Excess Revenue Account to satisfy any deficiencies in the Series 2012 Reserve Account. Such deposits to either the Series 2012 Revenue Account or the Series 2012 Reserve Account shall constitute an Agency Advance. If the Trustee does not receive the Increment Revenues and Coverage Revenues from the Agency by January 31 of each calendar year, the Trustee shall promptly provide written notice to the District and the Agency of such failure. Each calendar year, on the first Business Day occurring after the date the Trustee has determined it has sufficient Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account to satisfy the annual Debt Service Requirement of the Series 2012 Bonds for the May 1 and November 1 of such calendar year and that the money on deposit in the Series 2012 Reserve Account is at least equal to the Series 2012 Reserve Requirement, the Trustee shall transfer the balance in the Series 2012 Excess Revenue Account to the Agency. If at such time there are any excess Increment Revenues on deposit in the Series 2012 Revenue Account, the Trustee shall also transfer such excess Increment Revenues to the Agency. 18

100 (c) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the Series 2012 Principal Account. Moneys shall be deposited into the Series 2012 Principal Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Indenture, and applied for the purposes provided therein. (d) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the Series 2012 Interest Account. Moneys deposited into the Series 2012 Interest Account pursuant to Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Indenture, shall be applied for the purposes provided therein and as provided in Section 4.01(d) of this First Supplemental Indenture and used to pay interest on the Series 2012 Bonds. (e) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the Series 2012 Sinking Fund Account. Moneys shall be deposited into the Series 2012 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and applied for the purposes provided therein and in Section 3.01(a) of this First Supplemental Indenture. (f) Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Reserve Fund designated as the Series 2012 Reserve Account. Proceeds of the Series 2012 Bonds shall be deposited into the Series 2012 Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2012 Reserve Account shall be applied for the purposes provided therein and in this Section 4.01(f) of this First Supplemental Indenture. On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2012 Reserve Account and transfer any excess therein above the Reserve Requirement for the Series 2012 Bonds caused by investment earnings to the Series 2012 Revenue Account in accordance with Section 4.02 hereof, unless there is any unpaid Agency Advance which if that is the case, such investment earnings shall first be used to repay such Agency Advance. (g) The Issuer hereby directs the Trustee to establish a Series 2012 Rebate Fund designated as the Series 2012 Rebate Fund. Moneys shall be deposited into the Series 2012 Rebate Fund, as provided in the Arbitrage Certificate and applied for the purposes provided therein. SECTION Series 2012 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2012 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority: FIRST, upon receipt but no later than the Business Day next preceding each May 1, to the Series 2012 Interest Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the interest on the Series 2012 Bonds becoming due on the next succeeding May 1, less any amounts on deposit in the Series 2012 Interest Account not previously credited; 19 SECOND, no later than the Business Day next preceding the May 1, which is the principal payment date for any Series 2012 Bonds, to the Series 2012 Principal Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the principal amount of Series 2012 Bonds Outstanding maturing on such May 1, less any amounts on deposit in the Series 2012 Principal Account not previously credited; THIRD, no later than the Business Day next preceding each May 1, commencing May 1, 2023, to the Series 2012 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the principal amount of Series 2012 Bonds subject to sinking fund redemption on such May 1, less any amount on deposit inthe Series 2012 Sinking Fund Account not previouslycredited; FOURTH, upon receipt but no later than the Business Day next preceding each November 1, to the Series 2012 Interest Account of the Debt Service Fund, an amount from the Series 2012 Revenue Account equal to the interest on the Series 2012 Bonds becoming due on the next succeeding November 1, less any amount on deposit in the Series 2012 Interest Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2012 Bonds remain Outstanding, to the Series 2012 Reserve Account, an amount from the Series 2012 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2012 Bonds; and SIXTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2012 Costs of Issuance Fund to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2012 Bonds and next, any balance in the Series 2012 Revenue Account shall be first transferred to the Agency to the extent of any unpaid Agency Advance and next if, pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2012 Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto. If after such transfers there remains moneys on deposit in the Series 2012 Revenue Account, such moneys shall remain on deposit in the Series 2012 Revenue Account. Notwithstanding the foregoing, the Trustee shall not use any excess Increment Revenues or Agency Advances that remain on deposit in the Series 2012 Revenue Account for deposit to the Series 2012 Costs of Issuance Fund. To repay any Agency Advance the District will take the actions required of it pursuant to the provisions of the Interlocal Agreement torepay such AgencyAdvances. SECTION Power to Issue Series 2012 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2012 Bonds, to execute and deliver the Indenture and to pledge the Series 2012 Pledged Revenues for the benefit of the Series 2012 Bonds to the extent set forth herein. The Series 2012 Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2012 Bonds, except as otherwise permitted under the Master Indenture. The Series 2012 Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge 20 created by the Indenture and all the rights of the Owners of the Series 2012 Bonds under the Indenture against all claims and demands of all persons whomsoever. [END OF ARTICLE IV] ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER SECTION Collection of Series 2012 Special Assessments. The Issuer shall collect the Series 2012 Special Assessments in accordance with the provisions of Section 9.04 of the Master Indenture. In addition, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2012 Special Assessments, including the terms and provisions of the Assessment Resolution, and to levy the Series 2012 Special Assessments in such manner as will generate funds sufficient to pay debt service on the Series 2012 Bonds when due to the extent that the Debt Service Requirement with respect to the Series 2012 Bonds has not been satisfied with Increment Revenues. SECTION Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of The Issuer covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute and Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance. SECTION Investment of Funds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Series 2012 Funds and subaccounts therein created hereunder. [END OF ARTICLE V] 21 ßóíï 22

101 ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR SECTION Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Indenture. The Trustee agrees to act as Paying Agent, Registrar and Authenticating Agent for the Series 2012 Bonds. SECTION Trustees Duties. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2012 Bonds), all of which are made solely by the Issuer. Except as otherwise expressly stated in this First Supplemental Indenture, nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture. [END OF ARTICLE VI] ARTICLE VII MISCELLANEOUS PROVISIONS SECTION Interpretation of First Supplemental Indenture. This First Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2012 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Indenture shall be read and construed as one document. SECTION Amendments. Any amendments to this First Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture. SECTION Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one andthe same instrument. SECTION Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Indenture are hereby incorporated herein and made a part of this First Supplemental Indenture for all purposes. SECTION Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2012 Bonds or the date fixed for the redemption of any Series 2012 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day. SECTION No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto, the Holders of the Series 2012 Bonds. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, CityPlace Community Development District has caused this First Supplemental Trust Indenture to be executed by the Chairpersonof its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and Wells Fargo Bank, National Association has caused this First Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written. [SEAL] Attest: By: Name: Richard Ellington Title: Secretary, Board of Supervisors CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: Name: Lynda Harris Title: Chairperson, Board of Supervisors WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar By: Name: Lisa Derryberry Title: Vice President STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH ) On this day of April, 2012, before me, a notary public in and for the State and County aforesaid, personally appeared Lynda Harris and Richard Ellington, Chairperson and Secretary, respectively, of CityPlace Community Development District (the Issuer), who acknowledged that they did so sign the foregoing instrument as such officers, respectively, for and on behalf of said Issuer; that the same is their free act and deed as such officers, respectively, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that they respectively appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 25 ßóíî 26

102 STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH ) On this day of April,2012, before me, a notary public in and for the State and County aforesaid, personally appeared Lisa Derryberry, a Vice President of Wells Fargo Bank, National Association, as Trustee, who acknowledged that she did so sign said instrument as such officer for and on behalf of said corporation; that the same is her free act and deed as such officer, respectively, and the free act and deed of said corporation; that she appeared before me on this day in person and acknowledged that she, being thereunto duly authorized, signed, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) 27 Personally known to me, or Produced identification: (Type of Identification Produced) EXHIBIT A [FORM OF SERIES 2012 BOND] R-1 $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF WESTPALM BEACH CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT AND REVENUE REFUNDING BOND, SERIES 2012 Interest Rate Maturity Date Date of Original Issuance CUSIP % April 30, S Registered Owner: Cede & Co Principal Amount:-- KNOW ALL PERSONS BY THESE PRESENTS that the CityPlace Community Development District (the Issuer), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof (except while the herein defined Series 2012 Bonds are in book-entry only form such presentation shall only be required at final maturity or final payment of the Series 2012 Bonds, at the designated corporate trust office of Wells Fargo Bank, National Association, initially its office in Minneapolis, Minnesota, as paying agent (said Wells Fargo Bank, National Association and/or any bank or trust company to become successor paying agent being herein called the Paying Agent), the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of 30-day months), said principal payable on the first day of May of each year commencing May 1, Principal of this Bond is payable at the designated corporate trust office of Wells Fargo Bank, National Association, initially located in Minneapolis, Minnesota, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each Interest Payment Date commencing November 1, 2012 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by Wells Fargo Bank, National Association, as Registrar (said Wells Fargo Bank, National Association and any successor Registrar being herein called the Registrar) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the Record Date). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to November 1, 2012, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so A-1 punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be givento Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribedto such term in the Indenture. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF WEST PALM BEACH, FLORIDA (THE CITY), THE STATE OF FLORIDA (THE STATE), OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2012 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon. This Bond is one of an authorized issue of Bonds of the CityPlace Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the Act) and Ordinance No of the City Commission of the City of West Palm Beach, Florida enacted on March 26, 1990, as supplemented by Ordinance No enacted on September 21, 1998 designated as CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 (the Bonds), in the aggregate principal amount of THIRTY NINE MILLION EIGHT HUNDRED NINETY THOUSAND and 00/100 Dollars ($39,890,000) of like date, tenor and effect, except as to number. The Series 2012 Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to defease and refund the Prior Bonds (as defined in the herein referred to Indenture). The Series 2012 Bonds shall be issued as fully registered bonds in authorized denominations, as set forth in the Indenture (as defined below). The Bonds are issued under and secured by a Master Trust Indenture dated as of April 1, 2012 (the Master Indenture), as amended and supplemented by a First Supplemental Trust Indenture dated as of April 1, 2012 (the First Supplemental Indenture and together with the Master Indenture, the Indenture), each by and between the Issuer and the Trustee, executed counterparts of whichare on file at the designated corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2012 Bonds issued under the Indenture, the operation and application of the Series 2012 Reserve Account within the Reserve Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2012 Bonds, the levy and the evidencing and certifying for collection, of the Series 2012 Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Series 2012 Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of the Series 2012 Bonds, the conditions under which such Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Series 2012 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2012 Bonds. The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the City, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Series 2012 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture. By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture. This Bond is payable from and secured by Series 2012 Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non ad valorem assessments in the form of Series 2012 Special Assessments tosecure and pay the Bonds. The Series 2012 Bonds maturing on May 1, 2026 are subject to mandatory sinking fund redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2012 Bonds shall be made on the dates specified below. In the event of a purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, a recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years in the manner provided in the Indenture so as to amortize the outstanding principal amount of Series 2012 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal). A-2 ßóíí A-3

103 Mandatory Sinking Fund Redemption The Series 2012 Bonds maturing on May 1, 2026 are subject to mandatory sinking fund redemption on May 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. *Maturity Year Mandatory Sinking Fund Redemption Amount 2023 $3,530, ,710, ,905, * 4,105,000 Notice of each redemption of the Bonds is required to be mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Owner of the Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon. Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only tothe extent and in the circumstances permitted by the Indenture. A-4 Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for two (2) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys. If the Issuer deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any the Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such Bonds as to the Trust Estate with respect to the Bonds shall be discharged, except for the rights of the Owners thereofwith respect to the funds so depositedas providedin the Indenture. This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. The Issuer shall keep books for the registration of the Bonds at the designated corporate trust office of the Registrar in Minneapolis, Minnesota. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege oftransferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the A-5 issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions. IN WITNESS WHEREOF, CityPlace Community Development District has caused this Bond to be signed by the facsimile signature of the Chairperson of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary of its Board of Supervisors, all as of the date hereof. (SEAL) Attest: CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: Chairperson, Board of Supervisors CERTIFICATEOF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture. Date of Authentication: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory By: Secretary, Board of Supervisors A-6 ßóíì A-7

104 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: UNIFORM TRANSFER MIN ACT TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common - Custodian (Cust) (Minor) Under Uniform Transfer to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name and address ofassignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Signature Guarantee: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Please insert social security or other identifying number of Assignee. A-8 A-9 EXHIBIT B FORM OF REQUISITION CITYPLACE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REFUNDING BONDS SERIES 2012 (Costs of Issuance) The undersigned, a Responsible Officer of the CityPlace Community Development District (the District) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to Wells Fargo Bank, National Association, as trustee (the Trustee), dated as of April 1, 2012, as supplemented by that certain First Supplemental Trust Indenture dated as of April 1, 2012, (the Indenture), (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (A) Requisition Number: The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneouslywith the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account ofany retained percentage which the District is at the date of such certificate entitled to retain. Attached hereto are originals of the invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested. CITYPLACE COMMUNITY DEVELOPMENT DISTRICT By: Date: Responsible Officer (B) Amount Payable: (C) Purpose for which paid or incurred: Costs of Issuance (D) Fund or Account and subaccount, if any, from which disbursement to be made: Series 2012 Costs of Issuance Fund The undersigned herebycertifies that: 1. this requisition is for Costs of Issuance payable from the Series 2012 Costs of Issuance Fund that have not previously been paid; 2. each disbursement set forth above is a proper charge against the Series 2012Costs of Issuance Fund; 3. each disbursement set forth above was incurred in connection with the issuance of the Series 2012 Bonds; and 4. each disbursement represents a cost of issuance which has not previously been paid. B-1 ßóíë B-2

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106 APPENDIX B FORM OF BOND COUNSEL OPINION

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108 APPENDIX B Proposed Form of Opinion of Bond Counsel Upon delivery of the Series 2012 Bonds in definitive form, Greenberg Traurig, P.A., Bond Counsel, proposes to render its final approved opinion with respect to the Series 2012 Bonds in substantially the following form:, 2012 Board of Supervisors of the CityPlace Community Development District Re: $38,890,000 CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 Dear Board of Supervisors: We have served as Bond Counsel in connection with the issuance by the CityPlace Community Development District (the District) of its $38,890,000 original aggregate principal amount of CityPlace Community Development District Special Assessment and Revenue Refunding Bonds, Series 2012 (the 2012 Bonds) issued and delivered on this date pursuant to the Constitution and laws of the State of Florida, particularly, the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, and other applicable provisions of law (collectively, the Act) and a Resolution adopted by the Board of Supervisors of the District on April 4, The 2012 Bonds are being issued under and secured by a Master Trust Indenture dated as of April 1, 2012 (the Master Indenture), as supplemented and amended by a First Supplemental Trust Indenture dated as of April 1, 2012 (the First Supplemental Indenture and collectively with the Master Indenture, the Indenture) each between the District and Wells Fargo Bank, National Association, as trustee (the Trustee). Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the Indenture. The 2012 Bonds are being issued for the purposes of, together with other available moneys, providing funds for: (i) the current refunding the Districts Capital Improvement Revenue Bonds, Series 1998, (ii) funding the Series 2012 Reserve Account of the Reserve Fund in an amount equal to the Reserve Requirement for the 2012 Bonds and (iii) paying certain costs of issuing the 2012 Bonds, In order to secure the payment of the 2012 Bonds, and subject to the terms of the Indenture, the District has pledged to the holders of the 2012 Bonds, and granted a lien to the holders of the 2012 Bonds on the Series 2012 Pledged Revenues. Þóï

109 In connection with this opinion, we have examined the Act, certified copies of the Resolution, the Indenture, the Arbitrage Certificate, a transcript of the proceedings related to the issuance of the 2012 Bonds and such other documents and opinions as we have deemed necessary to render this opinion, and are relying on certain findings, covenants and agreements of the District set forth therein and such certified copies of the proceedings of the District and such other documents and opinions as we have deemed necessary to render this opinion. As to the questions of fact material to our opinion, we have relied upon representations of the District furnished to us, without undertaking to verify such representations by independent investigation. In addition, we have examined and relied upon the opinion of Lewis, Longman & Walker, P.A., counsel to the District. In connection with the execution and delivery of the 2012 Bonds, in our capacity as Bond Counsel, we have been requested to render the opinions contained in this letter. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based upon the foregoing, and subject to the qualifications and limitations stated in this letter, we are of the opinion that: 1. The District has the power to authorize, execute and deliver the Indenture, to perform its obligations thereunder and to issue the 2012 Bonds. 2. The Indenture has been duly authorized, executed and delivered by the District and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding obligation of the District enforceable against the District in accordance with its terms. 3. The issuance and sale of the 2012 Bonds has been duly authorized by the District. The 2012 Bonds have been duly executed by the District and, assuming the due authentication thereof, the 2012 Bonds constitute valid and binding limited obligations of the District, payable in accordance with, and as limited by, the terms of the Indenture. 4. Assuming the accuracy of certain representations and certifications of the District, under existing statutes, regulations, rulings and court decisions, the interest on the 2012 Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the 2012 Bonds is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Ownership of the 2012 Bonds may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the 2012 Bonds. In rendering the opinion in the preceding paragraph, we have assumed continuing compliance by the District with the requirements of the Internal Revenue Code of 1986, as amended (the Code) that must be met after the issuance of the 2012 Bonds in order that interest on the 2012 Bonds be, and continue to be, excludable from gross income for Þóî

110 federal income tax purposes. The failure of the District to meet these requirements may cause interest on the 2012 Bonds to be included in gross income for federal income tax purposes retroactively to their date of issuance. The District has covenanted to take the actions required by the Code in order to maintain the excludability from gross income for federal income tax purposes of interest on the 2012 Bonds. 5. The 2012 Bonds are not subject to taxation under the laws of the State, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. Except as stated in paragraphs 4 and 5 above, we express no opinion as to any other tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the 2012 Bonds. In rendering the foregoing opinions we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings. This opinion is qualified to the extent that the enforceability of the 2012 Bonds and the Indenture, respectively, may be limited by general principles of equity which may permit the exercise of judicial discretion, and by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to the enforcement of creditors rights generally, now or hereafter in effect. We wish to call to your attention that the 2012 Bonds are limited obligations of the District payable solely out of the Series 2012 Pledged Revenues as provided in the Indenture, and neither the full faith and credit nor the taxing power of the District, the City of West Palm Beach, Florida, the State of Florida or any other political subdivision or agency thereof is pledged as security for the payment of the 2012 Bonds. The 2012 Bonds do not constitute an indebtedness of the District within the meaning of any constitutional or statutory provision or limitation. We have not been engaged nor have we undertaken to review or verify and therefore express no opinion as to the accuracy, adequacy, fairness or completeness of any offering memorandum or other offering materials relating to the 2012 Bonds, except as may be otherwise set forth in our supplemental opinion delivered to the initial purchasers of the 2012 Bonds. In addition, we have not passed upon and therefore express no opinion as to the compliance by any party involved in this financing, or the necessity of such parties complying, with any federal or state registration requirements or security statutes, regulations or rulings with respect to the offer and sale of the 2012 Bonds We express no opinion with respect to any other document or agreement entered into by the District or by any other person in connection with the 2012 Bonds, other than as expressed herein. Þóí

111 Our opinions expressed herein are predicated upon present laws, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Respectfully submitted, Þóì

112 APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT

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114 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by CityPlace Community Development District (the "Issuer") in connection with the issuance of its $39,890,000 Special Assessment Revenue and Refunding Bonds, Series 2012 (the "Bonds"). is executed by and among the CityPlace Community Development District (the Issuer) and CityPlace Retail, L.L.C., a Delaware limited liability company (the Developer), in connection with the issuance of its $39,890,000 Special Assessment Revenue and Refunding Bonds, Series 2012 (the "Bonds"). The Series 2012 Bonds are being issued pursuant to the a Master Trust Indenture, dated as of April 1, 2012 (the "Master Indenture"), from the District to Wells Fargo Bank, National Association, as Trustee (the "Trustee") as supplemented by a First Supplemental Trust Indenture, dated as of April 1, 2012 (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture"). SECTION 1. PURPOSE OF THE DISCLOSURE AGREEMENT. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners of the Series 2012 Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Indenture which apply to any capitalized term used in this Disclosure Agreement, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Series 2012 Bonds pursuant to the Indenture. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Coverage Revenues shall have the meaning ascribed in the Indenture. "Dissemination Agent" shall mean Special District Services, Inc. or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a Ýóï

115 proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law. Increment Revenues shall have the meaning ascribed in the Indenture. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "Obligated Person" shall mean any person, including the Issuer and the Developer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Series 2012 Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). "Official Statement" shall mean the final offering document relating to the Series 2012 Bonds. "Owners" shall have the meaning ascribed thereto in the Indenture with respect to the Series 2012 Bonds and shall include beneficial owners of the Series 2012 Bonds, including those that have the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or are treated as the owner of any Bonds for federal income tax purposes. "Participating Underwriters" shall mean the original underwriters of the Series 2012 Bonds required to comply with the Rule in connection with offering of the Series 2012 Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the Securities and Exchange Commission may be found by visiting the Securities and Exchange Commission's website at As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions Ýóî

116 through its Electronic Municipal Market Access ("EMMA") web portal at " "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, within 180 days of the end of the Issuer's Fiscal Year, beginning with the fiscal year ending September 30, 2011 with respect to the report for the 2011 Fiscal Year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(a). (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer shall send a notice to any Repository, in electronic format as prescribed by such Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing any Repository to which it was provided. Ýóí

117 SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) The Issuer's Annual Report shall contain or incorporate by reference the following, which includes an update of the financial and operating data of the Issuer to the extent presented in the Official Statement. All information in the Annual Report shall be presented for the immediately preceding Fiscal Year and, to the extent available, the current Fiscal Year: (i) The amount of Assessments levied, the amount of Increment Revenues received and applied as a credit against the Assessments. (ii) The amount of Assessments net of the credit for Increment Revenues collected from property owners. (iii) The amount of delinquencies greater than 30 days and a list of delinquent property owners. (iv) The amount of tax certificates for any delinquent Assessments sold, if any, and the balance, if any, remaining for sale. (v) The amount of Coverage Revenues received, the amount of Coverage Revenues, if any, applied, and the outstanding amount of any Agency Advances. (vi) The amount deposited by the taxing agencies into the Redevelopment Trust Fund for the current year attributable to the Redevelopment Area (as defined in the Interlocal Agreement. (vii) All fund balances in all Funds and Accounts for the Series 2012 Bonds. The Issuer shall provide any Owners and the Dissemination Agent with this information more frequently than annually within thirty (30) days of the written request of the Owners. (viii) The total amount of Bonds Outstanding. (ix) The amount of principal and interest due on the Series 2012 Bonds. (x) Any default by the City, the Agency or the District under the Interlocal Agreement, including, but not limited to, the advance of any assertion by any party that the Increment Revenues and Coverage Revenues are not to be applied as provided therein. (xi) Any notices of the commencement of litigation is received by the Issuer challenging, the Series 2012 Bonds, the Assessments, the Ýóì

118 Interlocal Agreement and/or the payment or application of the Increment Revenues or Coverage Revenues under the Interlocal Agreement or the Indenture (which shall be posted within ten (10) business days of receipt). (xii) The most recent audited financial statements of the Issuer, which shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board. (b) To the extent any of the items set forth in subsections (i) through (xi) above are included in the audited financial statements referred to in subsection (xi) above, they do not have to be separately set forth. The information provided under Section 4 may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Web site or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so incorporated by reference. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. SECTION 5. PROVISION OF DEVELOPERS ANNUAL INFORMATION. So long as the Developer is the major tenant under the Master Lease with the Agency or the Developer is actively engaged in the development of the CityPlace Redevelopment Project, the Developer shall provide the following information to the Dissemination Agent on or before June 1 of each year (unless otherwise specifically provided herein), commencing June 1, 2013, and the Dissemination Agent shall, within fifteen (15) days of its receipt thereof, provide such information to provide to any Repository in electronic format as prescribed by such Repository: (A) Information relating to the Developer or the Project Lands (as such term is defined below), as follows: (1) Updates to the information appearing in the Official Statement relating to the Series 2012 Bonds under the subcaptions Project Description and Tenants under the primary caption CITYPLACE REDEVELOPMENT PROJECT. (2) Materially adverse changes or determinations in permits/approvals relating to the Project or the CityPlace Redevelopment Project that necessitate a reduction in the total amount of commercial square footage. (3) Material defaults under any Developer financing instruments. Ýóë

119 (4) Any change in ownership in Developer. SECTION 6. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 6, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2012 Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the exception of the event described in number 15 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Series 2012 Bonds, or other material events affecting the tax status of the Series 2012 Bonds; 7. modifications to rights of the holders of the Series 2012 Bonds, if material; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2012 Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; Ýóê

120 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; and 15. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. SECTION 7. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted in pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 8. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2012 Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2012 Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 9. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any Ýóé

121 manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be Special District Services, Inc. SECTION 10. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5 or 6(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2012 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series 2012 Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2012 Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Ýóè

122 SECTION 11. ADDITIONAL INFORMATION. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 12. INDEMNIFICATION OF DISSEMINATION AGENT. The Developer and the Issuer each further agree to indemnify and save the Dissemination Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. SECTION 13. DEFAULT. The continuing disclosure obligations of the Issuer and the Developer set forth herein constitute a contract with the holders of the Series 2012 Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, any holder or Beneficial Owner of the Series 2012 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer or the Developer to comply with its obligations under this Disclosure Agreement; provided, however, the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer or the Developer to comply with the provisions of this Disclosure Agreement shall be an action to compel performance. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture. SECTION 14. EXTENT OF COVENANTS; NO PERSONAL LIABILITY. This Disclosure Agreement does not and shall not constitute a general obligation of the Issuer. All covenants, stipulations, obligations, and agreements of the Issuer contained in this Disclosure Agreement are and shall be deemed to be covenants, stipulations, obligations, and agreements of the Issuer to the full extent authorized by law and the Florida Constitution. No covenant, stipulation, obligation, or agreement of the Issuer contained in this Agreement shall be deemed to be a covenant, stipulation, obligation, or agreement of any present or future officer, agent, or employee of the Issuer in other than that persons official capacity. SECTION 15. ASSIGNMENT. The Issuer, the City may assign its obligations under this Disclosure Agreement only in connection with the assignment of its respective obligations under and in accordance with the provisions of any contractual commitment or other arrangement to support payment of all or any part of the Series 2012 Bonds; provided that the Issuer shall not assign its obligations under this Disclosure Agreement so long as it remains an obligated person with respect to the Series 2012 Bonds and except to the assignee of its obligations under any such contractual commitment or other arrangement to support payment of the Series 2012 Bonds. The Issuer may assign its obligations under any such contractual Ýóç

123 commitment or other arrangement, without remaining primarily liable for the performance of those obligations, only if the assignee of the Issuer assumes the assignors obligations under this Disclosure Agreement. Any assignment by the Issuer or the Developer of its obligations under this Disclosure Agreement shall not be effective unless and until the assignee shall have expressly assumed in writing, for the benefit of the holders and beneficial owners from time to time of the Series 2012 Bonds, the obligations of the Issuer or the Developer, as the case may be, under this Disclosure Agreement or enters into a new agreement for purposes of the Rule that is substantially similar to the undertaking of the Issuer or the Developer, as the case may be, under this Disclosure Agreement. SECTION 16. BENEFICIARIES. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Trustee, the Underwriters identified in the Official Statement, and the holders and beneficial owners from time to time of the Series 2012 Bonds, and any official, employee, or agent thereof acting for and on its behalf, and shall not create any rights in any other person or entity. SECTION 17. SEVERABILITY. In case any section or provision of this Disclosure Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder or any application thereof, is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the extent that such remainder or section or provision or other covenant, stipulation, obligation, agreement, act or action, or a part thereof is wholly dependent for its operation on the provision determined to be invalid), which shall be construed and enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application thereof affect any legal and valid application thereof, and each such section, provision, covenant, stipulation, obligation, agreement, act or action, or a part thereof shall be deemed to be effective, operative, made, entered into, or taken in the manner and to the full extent permitted by law. SECTION 18. COUNTERPARTS. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Remainder of Page Intentionally Blank] Ýóïð

124 SECTION 19. GOVERNING LAW. This Disclosure Agreement shall be deemed to be an agreement made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of the State of Florida. Dated this 30th day of April, CITYPLACE COMMUNITY DEVELOPMENT DISTRICT [SEAL] ATTEST: By: Lynda Harris, Chair Board of Supervisors Richard Ellington, Secretary Board of Supervisors CITYPLACE RETAIL, L.L.C. By: Title: Ýóïï

125 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: CityPlace Community Development District Name of Bond Issue: Special Assessment Revenue and Refunding Bonds, Series 2012 Date of Issuance: April 30, 2012 NOTICE IS HEREBY GIVEN that the [Issuer] [or the Developer] has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated as of. The Issuer anticipates that the Annual Report will be filed by. Dated: SPECIAL DISTRICT SERVICES, INC. By: Name: Title: Ýóïî

126 APPENDIX D AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010

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128 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010

129 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA TABLE OF CONTENTS INDEPENDENT AUDITORS REPORT 1 MANAGEMENTS DISCUSSION AND ANALYSIS 2-5 Page BASIC FINANCIAL STATEMENTS Government-Wide Financial Statements: Statement of Net Assets 6 Statement of Activities 7 Fund Financial Statements: Balance Sheet Governmental Funds 8 Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds 9 Notes to the Financial Statements REQUIRED SUPPLEMENTARY INFORMATION Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual General Fund 18 Notes to Required Supplementary Information 19 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS 20 MANAGEMENT LETTER REQUIRED BY CHAPTER OF THE RULES OF THE AUDITOR GENERAL OF THE STATE OF FLORIDA 21-23

130

131 MANAGEMENTS DISCUSSION AND ANALYSIS Our discussion and analysis of City Place Community Development District, City of West Palm Beach, Florida (District) provides a narrative overview of the Districts financial activities for the fiscal year ended September 30, Please read it in conjunction with the Districts Independent Auditors Report, basic financial statements, accompanying notes and supplementary information to the basic financial statements. FINANCIAL HIGHLIGHTS Due to the accrual of debt service, the liabilities of the District exceeded the assets at the close of the most recent fiscal year resulting in a net asset deficit balance of ($21,612,877). The change in the Districts total net assets in comparison with the prior year was ($240,994), a decrease. The key components of the Districts net assets and changes in net assets are reflected in the table in the government-wide financial analysis section. At September 30, 2010, the Districts governmental funds reported combined ending fund balances of $5,600,650, a decrease of ($69,295) in comparison with the prior fiscal year. A portion of fund balance is reserved for debt service and capital projects, and the remainder is unreserved fund balance which is available for spending at the Districts discretion. OVERVIEW OF FINANCIAL STATEMENTS This discussion and analysis are intended to serve as the introduction to the Districts basic financial statements. The Districts basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the Districts finances, in a manner similar to a private-sector business. The statement of net assets presents information on all the Districts assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether the financial position of the District is improving or deteriorating. The statement of activities presents information showing how the governments net assets changed during the most recent fiscal year. All changes in net assets are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods. The government-wide financial statements include all governmental activities that are principally supported by Developer contributions and tax increment revenues. The District does not have any business-type activities. The governmental activities of the District include the general government (management) and maintenance functions. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The District, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. The District has one fund category: governmental funds. 2

132 OVERVIEW OF FINANCIAL STATEMENTS (Continued) Governmental Funds Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a Districts near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the Districts near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balance provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The District maintains three individual governmental funds. Information is presented separately in the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund, debt service fund and capital projects fund. The general and debt service funds are considered to be major funds and the capital projects fund is considered to be a non-major fund. The District adopts an annual appropriated budget for its general fund. A budgetary comparison schedule has been provided for the general fund to demonstrate compliance with the budget. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. GOVERNMENT-WIDE FINANCIAL ANALYSIS As noted earlier, net assets may serve over time as a useful indicator of an entitys financial position. In the case of the District, liabilities exceeded assets at the close of the most recent fiscal year. Key components of the Districts net assets are reflected in the following table: NET ASSETS SEPTEMBER 30, Assets, excluding capital assets $ 5,612,525 $ 5,681,816 Capital assets, net of depreciation 20,157,348 22,258,000 Total assets 25,769,873 27,939,816 Liabilities, excluding long-term liabilities 957, ,699 Long-term liabilities 46,425,000 48,320,000 Total liabilities 47,382,750 49,311,699 Net Assets Invested in capital assets, net of related debt (26,158,060) (25,952,587) Restricted for debt service 4,437,995 4,462,090 Unrestricted 107, ,614 Total net assets (deficit) $ (21,612,877) $ (21,371,883) 3

133 GOVERNMENT-WIDE FINANCIAL ANALYSIS (Continued) The Districts net assets reflects an investment in capital assets (e.g. land, land improvements, and infrastructure), less any related debt used to acquire those assets that is still outstanding. These assets are used to provide services to residents; consequently, these assets are not available for future spending. Although the Districts investment in capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. The restricted portion of the Districts net assets represents resources that are subject to external restrictions on how they may be used. They are funds set aside for debt service under the Bond Indenture. The remaining balance of unrestricted net assets may be used to meet the Districts other obligations. The Districts net assets decreased during the most recent fiscal year. The majority of the decrease represents the extent to which the cost of operations and depreciation expense exceeded ongoing program revenues. Key elements of the change in net assets are reflected in the following table: CHANGES IN NET ASSETS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, (Restated) Revenues: Program revenues Charges for services $ 7,950,287 $ 4,898,562 Operating grants and contributions 3,675,180 7,856,759 Capital grants and contributions General revenues Investment earnings Total revenues 11,625,790 12,756,408 Expenses: General government 79,428 70,502 Maintenance and operations 9,469,724 10,745,722 Interest 2,317,632 2,396,053 Total expenses 11,866,784 13,212,277 Change in net assets (240,994) (455,869) Net assets (deficit) beginning (restated) (21,371,883) (20,916,014) Net assets (deficit) ending $ (21,612,877) $ (21,371,883) As noted above and in the statement of activities, the cost of all governmental activities for the most recent fiscal year was $11,866,784. The costs of the Districts activities were primarily funded by program revenues. Program revenues, comprised primarily of Developer contributions and tax increment revenues, decreased during the current fiscal year as a result of a decrease in developer contributions. 4

134 GENERAL BUDGETING HIGHLIGHTS An operating budget was adopted and maintained by the governing board for the District pursuant to the requirements of Florida Statutes. The budget is adopted using the same basis of accounting that is used in preparation of the fund financial statements. The legal level of budgetary control, the level at which expenditures may not exceed budget, is in the aggregate. Any budget amendments that increase the aggregate budgeted appropriations must be approved by the Board of Supervisors. The general fund budget for the fiscal year ended September 30, 2010 was amended to increase revenue by $12,869,611, increase appropriations by $12,882,039, and increase use of sources by $12,428. The increase in revenue was caused by higher than budgeted maintenance assessments, and the increase in appropriations due primarily to unanticipated costs which were expected to be incurred in the current fiscal year. Actual general fund expenditures did not exceed appropriations for the fiscal year ended September 30, The actual general fund expenditures for the 2010 fiscal year were lower than budgeted amounts due primarily to anticipated costs which were not incurred in the current fiscal year. CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets At September 30, 2010, the District had $45,365,174 invested in infrastructure and improvements for its governmental activities. In the government-wide financial statements depreciation of $25,207,826 has been taken, which resulted in a net book value of $20,157,348. More detailed information about the Districts capital assets is presented in the notes to the financial statements. Capital Debt At September 30, 2010 the District had $46,425,000 in Bonds outstanding. More detailed information about the Districts capital debt is presented in the notes to the financial statements. Contacting the Districts Financial Management This financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the Districts finances and to demonstrate the Districts accountability for the financial resources it manages and the stewardship of the facilities it maintains. If you have questions about this report or need additional financial information, contact the City Place Community Development Districts Finance Department at 2501A Burns Road, Palm Beach Gardens, FL

135 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA STATEMENT OF NET ASSETS SEPTEMBER 30, 2010 Governmental Activities ASSETS Cash$ 52,420 Investments 44,040 Accounts receivable 22,603 Restricted assets: Temporarily restricted Investments 5,493,462 Capital assets: Depreciable assets, net of accumulated depreciation: Infrastructure and improvements 20,157,348 Total assets 25,769,873 LIABILITIES Accounts payable 11,875 Accrued interest payable 945,875 Non-current liabilities: Due within one year 1,980,000 Due in more than one year 44,445,000 Total liabilities 47,382,750 NET ASSETS Invested in capital assets, net of related debt (26,158,060) Restricted for debt service 4,437,995 Unrestricted 107,188 Total net assets (deficit) $ (21,612,877) See notes to the financial statements 6

136 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA STATEMENT OF ACTIVITIES FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010 See notes to the financial statements 7

137 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA BALANCE SHEET GOVERNMENTAL FUNDS SEPTEMBER 30, 2010 Major Funds Nonmajor Total Debt Capital Governmental General Service Projects Funds ASSETS Cash $ 52,420 $ - $ - $ 52,420 Investments 44,040 5,383, ,592 5,537,502 Accounts receivable 22, ,603 Total assets $ 119,063 $ 5,383,870 $ 109,592 $ 5,612,525 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable $ 11,875 $ - $ - $ 11,875 Total liabilities 11, ,875 Fund balances: Reserved for: Debt service - 5,383,870-5,383,870 Capital projects , ,592 Unreserved, reported in: General fund 107, ,188 Total fund balances 107,188 5,383, ,592 5,600,650 Total liabilities and fund balances $ 119,063 $ 5,383,870 $ 109,592 $ 5,612,525 Fund balance - governmental funds $ 5,600,650 Amounts reported for governmental activities in the statement of net assets are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported as assets in the governmental funds. The statement of net assets includes those capital assets, net of accumulated depreciation, in the assets of the government as a whole. Cost of capital assets 45,365,174 Accumulated depreciation (25,207,826) 20,157,348 Liabilities not due and payable from current available resources are not reported as liabilities in the governmental fund statements. All liabilities, both current and long-term, are reported in the governement-wide financial statements. Accrued interest payable (945,875) Bonds payable (46,425,000) (47,370,875) Net assets of governmental activities $ (21,612,877) See notes to the financial statements 8

138 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010 Major Funds Nonmajor Fund Total Debt Capital Governmental General Service Projects Funds REVENUES Tax increment revenues $ - $ 3,230,016 $ - $ 3,230,016 Developer contributions 2,716, ,689-3,665,348 Interest 144 9, ,155 Fees and other revenues 4,720, ,720,271 Total revenues 7,437,074 4,188, ,625,790 EXPENDITURES Current: General government 79, ,428 Maintenance and operations 7,369, ,369,072 Debt service: Principal - 1,895,000-1,895,000 Interest - 2,351,585-2,351,585 Total expenditures 7,448,500 4,246,585-11,695,085 Excess (deficiency) of revenues over (under) expenditures (11,426) (58,048) 179 (69,295) Fund balances - beginning 118,614 5,441, ,413 5,669,945 Fund balances - ending $ 107,188 $ 5,383,870 $ 109,592 $ 5,600,650 Net change in fund balances - total governmental funds $ (69,295) Amounts reported for governmental activities in the statement of activities are different because: Depreciation on capital assets is not recognized in the governmental fund statement but is reported as an expense in the statement of activities. (2,100,652) Repayment of long-term liabilities are reported as expenditures in the governmental fund statement but such repayments reduce liabilities in the statement of net assets and are eliminated in the statement of activities. 1,895,000 The change in accrued interest between the current and prior year is reflected on the statement of activities but not on the fund finanicial statements. 33,953 Change in net assets of governmental activities $ (240,994) See notes to the financial statements 9

139 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS NOTE 1 NATURE OF ORGANIZATION AND REPORTING ENTITY City Place Community Development District ("District") was created in 1990 by the City Commission of the City of West Palm Beach under the "Uniform Community Development District Act of 1980," otherwise known as Chapter 190, Florida Statutes, and was adopted as City of West Palm Beach Ordinance , under the name of Downtown Uptown Community Development District. On August 20, 1999, the City Commission of the City of West Palm Beach adopted City of West Palm Beach Ordinance which changed the Districts name to City Place Community Development District. The Act provides among other things, the power to manage basic services for community development, power to borrow money and issue bonds, and to levy and assess non-ad valorem assessments for the financing and delivery of capital infrastructure. The District was established for the purposes of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for community development within the District. The District is governed by the Board of Supervisors ("Board"), which is composed of five members. The Supervisors are elected on an at large basis by the owners of the property within the District. Ownership of land within the District entitles the owner to one vote per acre. The Board of Supervisors of the District exercise some or all powers granted to the District pursuant to Chapter 190, Florida Statutes. At September 30, 2010, one of the Board members is affiliated with Palladium Company (Developer). The Board has the responsibility for: 1. Assessing and levying assessments. 2. Approving budgets. 3. Exercising control over facilities and properties. 4. Controlling the use of funds generated by the District. 5. Approving the hiring and firing of key personnel. 6. Financing improvements. The financial statements were prepared in accordance with Governmental Accounting Standards Board (GASB) Statement 14, and Statement 39, an amendment of GASB Statement 14. Under the provisions of those standards, the financial reporting entity consists of the primary government, organizations for which the District Board of Supervisors is considered to be financially accountable, and other organizations for which the nature and significance of their relationship with the District are such that, if excluded, the financial statements of the District would be considered incomplete or misleading. There are no entities considered to be component units of the District; therefore, the financial statements include only the operations of the District. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Government-Wide and Fund Financial Statements The basic financial statements include both government-wide and fund financial statements. The government-wide financial statements (i.e., the statement of net assets and the statement of activities) report information on all of the non-fiduciary activities of the primary government. For the most part, the effect of interfund activity has been removed from these statements. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment (Operating-type special assessments for maintenance and debt service are treated as charges for services.) and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Other items not included among program revenues are reported instead as general revenues. 10

140 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Measurement Focus, Basis of Accounting and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Assessments are recognized as revenues in the year for which they are levied. Grants and similar items are to be recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. Assessments Assessments are non-ad valorem assessments on certain land and all platted lots within the District. Assessments are levied each November 1 on property of record as of the previous January. The fiscal year for which annual assessments are levied begins on October 1 with discounts available for payments through February 28 and become delinquent on April 1. For debt service assessments, amounts collected as advance payments are used to prepay a portion of the Bonds outstanding. Otherwise, assessments are collected annually to provide funds for the debt service on the portion of the Bonds which are not paid with prepaid assessments. Assessments and interest associated with the current fiscal period are considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. The portion of assessments receivable due within the current fiscal period is considered to be susceptible to accrual as revenue of the current period. All other revenue items are considered to be measurable and available only when cash is received by the government The District reports the following major governmental funds: General Fund The general fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Debt Service Fund The debt service fund is used to account for the accumulation of resources for the annual payment of principal and interest on long-term debt. The District also reports the following non-major governmental fund: Capital Projects Fund This fund accounts for the financial resources to be used for the acquisition or construction of major infrastructure within the District. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. When both restricted and unrestricted resources are available for use, it is the governments policy to use restricted resources first for qualifying expenditures, then unrestricted resources as they are needed. 11

141 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Assets, Liabilities and Net Assets or Equity Restricted Assets These assets represent cash and investments set aside pursuant to Bond covenants or other contractual restrictions. Deposits and Investments The Districts cash and cash equivalents are considered to be cash on hand and demand deposits (interest and non-interest bearing). The District has elected to proceed under the Alternative Investment Guidelines as set forth in Section (17) Florida Statutes. The District may invest any surplus public funds in the following: a) The Local Government Surplus Trust Funds, or any intergovernmental investment pool authorized pursuant to the Florida Interlocal Cooperation Act; b) Securities and Exchange Commission registered money market funds with the highest credit quality rating from a nationally recognized rating agency; c) Interest bearing time deposits or savings accounts in qualified public depositories; d) Direct obligations of the U.S. Treasury. Securities listed in paragraphs c and d shall be invested to provide sufficient liquidity to pay obligations as they come due. In addition, surplus funds may be deposited into certificates of deposit which are insured and any unspent Bond proceeds are required to be held in investments as specified in the Bond Indenture. The District records all interest revenue related to investment activities in the respective funds and reports investments at fair value. Capital Assets Capital assets, which include property, plant and equipment, and infrastructure assets (e.g., roads, sidewalks and similar items) are reported in the government activities columns in the government-wide financial statements. Capital assets are defined by the government as assets with an initial, individual cost of more than $5,000 (amount not rounded) and an estimated useful life in excess of two years. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Property, plant and equipment of the District are depreciated using the straight-line method over the following estimated useful lives: Assets Years Infrastructure In the governmental fund financial statements, amounts incurred for the acquisition of capital assets are reported as fund expenditures. Depreciation expense is not reported in the governmental fund financial statements. 12

142 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Assets, Liabilities and Net Assets or Equity (Continued) Deferred Revenue Governmental funds report deferred revenue in connection with receivables for revenues that are not considered to be available to liquidate liabilities of the current period. Governmental funds also defer revenue recognition in connection with resources that have been received, but not yet earned. Long-Term Obligations In the government-wide financial statements long-term debt and other long-term obligations are reported as liabilities in the statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized ratably over the life of the Bonds. Bonds payable are reported net of applicable premiums or discounts. In the fund financial statements, governmental fund types recognize premiums and discounts, as well as issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Fund Equity/Net Assets In the fund financial statements, governmental funds report reservations of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Designations of fund balance represent tentative management plans that are subject to change. Net assets in the government-wide financial statements are categorized as invested in capital assets, net of related debt, restricted or unrestricted. Invested in capital assets, net of related debt represents net assets related to infrastructure and property, plant and equipment, net of any related debt. Restricted net assets represent the assets restricted by the Districts Bond covenants or other contractual restrictions. Other Disclosures Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those estimates. NOTE 3 BUDGETARY INFORMATION The District is required to establish a budgetary system and an approved Annual Budget. Annual Budgets are adopted on a basis consistent with generally accepted accounting principles for the general fund. All annual appropriations lapse at fiscal year end. The District follows these procedures in establishing the budgetary data reflected in the financial statements. a) Each year the District Manager submits to the District Board a proposed operating budget for the fiscal year commencing the following October 1. b) Public hearings are conducted to obtain public comments. c) Prior to October 1, the budget is legally adopted by the District Board. d) All budget changes must be approved by the District Board. e) The budgets are adopted on a basis consistent with generally accepted accounting principles. f) Unused appropriation for annually budgeted funds lapse at the end of the year. 13

143 NOTE 4 DEPOSITS AND INVESTMENTS Deposits The Districts cash balances were entirely covered by federal depository insurance or by a collateral pool pledged to the State Treasurer. Florida Statutes Chapter 280, "Florida Security for Public Deposits Act", requires all qualified depositories to deposit with the Treasurer or another banking institution eligible collateral equal to various percentages of the average daily balance for each month of all public deposits in excess of any applicable deposit insurance held. The percentage of eligible collateral (generally, U.S. Governmental and agency securities, state or local government debt, or corporate bonds) to public deposits is dependent upon the depository's financial history and its compliance with Chapter 280. In the event of a failure of a qualified public depository, the remaining public depositories would be responsible for covering any resulting losses. Investments The Districts investments were held as follows at September 30, 2010: Fair Value Credit Risk Maturities US Bank Commercial Paper manual sweep $ 5,493,463 S&P A-1 N/A Investment in Local Government Surplus Funds Trust Fund (Florida PRIME) 42,815 S&P AAAm Investment in Fund B Surplus Funds Trust Fund 1,224 Not rated Total Investments $ 5,537,502 Weighted average of the fund portfolio: 52 days Weighted average life of the fund: 7.49 years Custodial risk For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the District will not be able to recover the value of the investments or collateral securities that are in the possession of an outside party. The District has no formal policy for custodial risk. The investments are not evidenced by securities that exist in physical or book entry form. Credit risk For investments, credit risk is generally the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Investment ratings by investment type are included in the preceding summary of investments. Concentration risk The District places no limit on the amount the District may invest in any one issuer. Interest rate risk The District does not have a formal policy that limits investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. However, the Bond Indenture limits the type of investments held using unspent proceeds. 14

144 NOTE 5 CAPITAL ASSETS Capital asset activity for the fiscal year ended September 30, 2010 was as follows: Beginning Balance Increases Decreases Governmental activities Capital assets, being depreciated Parking lots, walkways, paving $ 27,534,161 $ - - Ending Balance $ $ 27,534,161 Utilities and drainage system 7,104, ,104,305 Landscaping, lighting, water features 10,726, ,726,708 Total capital assets, being depreciated 45,365, ,365,174 Less accumulated depreciation for: Parking lots, walkways, paving 12,115,028 1,101,366-13,216,394 Utilities and drainage system 3,125, ,172-3,410,065 Landscaping, lighting, water features 7,866, ,114-8,581,367 Total accumulated depreciation 23,107,174 2,100,652-25,207,826 Governmental activities capital assets, net $ 22,258,000 $ (2,100,652) $ - $ 20,157,348 Depreciation expense was all charged to maintenance and operations. NOTE 6 LONG TERM LIABILITIES On December 1, 1998, the District issued $55,155,000 of Capital Improvement Revenue Bonds, Series 1998, Term Bonds due on May 1, 2026 with interest rates from 4.00% to 5.00%. The Bonds were issued to finance the acquisition and construction of certain improvements for the benefit of the District. Interest is paid semiannually on each May 1 and November 1. Principal on the Serial Bonds is paid serially commencing May 1, 2006 through May 1, The Bonds also have the benefit of a Debt Service Reserve Fund Deficiency Agreement between the City of West Palm Beach, Florida (City) whereby the City is obligated to restore the reserve account in the event that there is a deficiency in the reserve account. The Citys obligation to cure such deficiency is to be satisfied by the Citys covenant to budget and appropriate, by amendment to its budget, if necessary, from its legally available Non-ad Valorem Revenues. The District has entered into an Interlocal Agreement with the West Palm Beach Community Redevelopment Agency (Agency), whereby the Agency has agreed to transfer to the trustee on or before January 31 of each year, for as long as the Bonds are outstanding, certain tax increment revenues as defined in the Bond Indenture. Tax increment revenues of $3,230,016 were received from the Agency during the fiscal year ended September 30, In addition to increment revenues, the District also received coverage revenues, which consist of 20% of the tax increment derived from the City Place Redevelopment project and $2,000,000 Tax increment outside the City Place Redevelopment Project. As of September 30, 2010, $2,807,788 coverage revenues were received from the Agency. Any excess tax increment and coverage revenues will be refunded back to the Agency. As of September 30, 2010, $2,808,926 was refunded back to the Agency. The Series 1998 Bonds are subject to optional and extraordinary mandatory redemption prior to the due date of the Bonds as outlined in the Bond Indenture. 15

145 NOTE 6 LONG TERM LIABILITIES (Continued) The Bond Indenture requires that the District maintain adequate funds in a reserve account to meet the debt service reserve requirement as defined in the Indenture. In addition, the Bond Indenture has certain restrictions and requirements relating principally to the use of proceeds to pay for the infrastructure improvements and the procedures to be followed by the District on assessments to property owners. The District agrees to levy special assessments in annual amounts adequate to provide payment of debt service and to meet the reserve requirements. The District is in compliance with the requirements of the Bond Indenture as of September 30, Changes in long-term liability activity for the fiscal year ended September 30, 2010 was as follows: Governmental activities Bonds payable: Beginning Balance Additions Reductions Ending Balance Due Within One Year Special assessment debt Series 1998 $ 48,320,000 $ - $ (1,895,000) $ 46,425,000 $ 1,980,000 Governmental activity long-term liabilities $ 48,320,000 $ - $ (1,895,000) $ 46,425,000 $ 1,980,000 At September 30, 2010, the scheduled debt service requirements on the long - term debt were as follows: Governmental Activities Year ending September 30: Principal Interest Total 2011 $ 1,980,000 $ 2,270,100 $ 4,250, ,065,000 2,183,476 4,248, ,160,000 2,092,616 4,252, ,260,000 1,995,416 4,255, ,370,000 1,890,890 4,260, ,785,000 7,587,750 21,372, ,700,000 3,769,750 21,469, ,105, ,250 4,310,250 Total $ 46,425,000 $ 21,995,248 $ 68,420,248 NOTE 7 DEVELOPER TRANSACTIONS The Developer has agreed to fund the general operations of the District. The Developer runs the commercial operations of the District through a related management company. The Developer collects certain revenues including rental income and promotional income which is used to offset the maintenance costs of $7,369,072 related to the commercial operations. During the fiscal year ended September 30, 2010 contributions for operations totaled $2,716,659. The Developer has also agreed to fund the debt service on the Bonds which is not paid through tax increment revenues. During the fiscal year ended September 30, 2010 the Developer contributed $948,689 to the Debt Service Fund. NOTE 8 DEFICIT FUND EQUITY The District has a government-wide net asset deficit of ($21,612,877) as of September 30, There is no such deficit reflected in the governmental fund statements. The deficit in the government-wide statement of net assets primarily relates to the excess of the amount of long-term debt outstanding over the amount of capital assets, net of accumulated depreciation. 16

146 NOTE 9 CONCENTRATION The Developer owns the majority of the commercial property and the District is economically dependent on the Developer. The Districts activity is dependent upon the continued involvement of the Developer, the loss of which could have a material adverse effect on the Districts operations. NOTE 10 LITIGATION AND CLAIMS The District is involved in various claims and litigation arising in the ordinary course of operations, none of which, in the opinion of the Board of Supervisors and District Manager, will have a material effect on the Districts financial position. NOTE 11 MANAGEMENT COMPANY The District has contracted with a management company to perform management advisory services, which include financial and accounting services. Under the agreement, the District compensates the management company for management, accounting, financial reporting, computer and other administrative costs. NOTE 12 COMMITMENT The District has a lease, for nominal consideration, with the West Palm Beach Community Redevelopment Agency for the parcels of land on which the components of the District are located. NOTE 13 RESTATEMENT During the fiscal year ended September 30, 2010, management became aware of an error in recording the allocation of expenditures and revenues on the financial statements in a prior period. A portion of expenditures and revenues were overstated by $6,521,720 during the fiscal year of 2009, because the calculation related to the allocation was based upon the full year of 2008 plus an additional nine months in There is no effect on fund balance or net assets since the net effect is zero. NOTE 14 RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; and natural disasters. The District has obtained commercial insurance from independent third parties to mitigate the costs of these risks; coverage may not extend to all situations. Settled claims from these risks have not exceeded commercial insurance coverage over the past three years. 17

147 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010 Variance with Final Budget - Budgeted Amounts Actual Positive Original Final Amounts (Negative) REVENUES Maintenance assessments $ 5,925,411 $ 14,655,308 $ - $ (14,655,308) Developer contributions - - 2,716,659 2,716,659 Interest (50) Fees and other revenues 2,760,000 6,900,000 4,720,271 (2,179,729) Total revenues 8,685,891 21,555,502 7,437,074 (14,118,428) EXPENDITURES Current: General government 90,891 80,430 79,428 1,002 Maintenance and operations 8,595,000 21,487,500 7,369,072 14,118,428 Total expenditures 8,685,891 21,567,930 7,448,500 14,119,430 Excess (deficiency) of revenues over (under) expenditures $ - (12,428) (11,426) 1,002 OTHER FINANCING SOURCES Use of sources 12,428 (12,428) Total other financing sources 12,428 - (12,428) Net change in fund balances $ - (11,426) $ (11,426) Fund balances - beginning 118,614 Fund balances - ending $ 107,188 See notes to required supplementary information 18

148 CITY PLACE COMMUNITY DEVELOPMENT DISTRICT CITY OF WEST PALM BEACH, FLORIDA NOTES TO REQUIRED SUPPLEMENTARY INFORMATION The District is required to establish a budgetary system and an approved Annual Budget for the General Fund. The Districts budgeting process is based on estimates of cash receipts and cash expenditures which are approved by the Board. The budget approximates a basis consistent with accounting principles generally accepted in the United States of America (generally accepted accounting principles). The legal level of budgetary control, the level at which expenditures may not exceed budget, is in the aggregate. Any budget amendments that increase the aggregate budgeted appropriations must be approved by the Board of Supervisors. The general fund budget for the fiscal year ended September 30, 2010 was amended to increase revenue by $12,869,611, increase appropriations by $12,882,039, and increase use of sources by $12,428. The increase in revenue was caused by higher than budgeted maintenance assessments, and the increase in appropriations due primarily to unanticipated costs which were expected to be incurred in the current fiscal year. Actual general fund expenditures did not exceed appropriations for the fiscal year ended September 30, The actual general fund expenditures for the 2010 fiscal year were lower than budgeted amounts due primarily to anticipated costs which were not incurred in the current fiscal year. 19

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151 REPORT TO MANAGEMENT I. CURRENT YEAR FINDINGS AND RECOMMENDATIONS None II. PRIOR YEAR FINDINGS AND RECOMMENDATIONS None III. COMPLIANCE WITH THE PROVISIONS OF THE AUDITOR GENERAL OF THE STATE OF FLORIDA Unless otherwise required to be reported in the auditors report on compliance and internal controls, the management letter shall include, but not be limited to the following: 1. A statement as to whether or not corrective actions have been taken to address findings and recommendations made in the preceding annual financial audit report. There were no significant findings and recommendations made in the preceding annual financial audit report for the fiscal year ended September 30, A statement as to whether or not the local governmental entity complied with Section , Florida Statutes, regarding the investment of public funds. The District complied with Section , Florida Statutes, regarding the investment of public funds. 3. Any recommendations to improve the local governmental entity's financial management. There were no such matters discovered by, or that came to the attention of, the auditor, to be reported for the fiscal year ended September 30, Violations of provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but more than inconsequential. There were no such matters discovered by, or that came to the attention of, the auditor, to be reported, for the fiscal year ended September 30, For mat ters t hat have an inconsequential effect on t he financial statements, considering both quantitative and qualitative factors, the following may be reported based on professional judgment: a. Violations of provisions of contracts or grant agreements, fraud, illegal acts, or abuse. b. Deficiencies in internal control that are not significant deficiencies. There were no such matters discovered by, or that came to the attention of, the auditor, that, in our judgment, are required to be reported, for the fiscal year ended September 30,

152 REPORT TO MANAGEMENT (Continued) 6. The name or official title and legal authority of the District are disclosed in the notes to the financial statements. 7. The financial report filed with the Florida Department of Financial Services pursuant to Section (1)(a), Florida Statutes agrees with the September 30, 2010 financial audit report. 8. The District has not met one or more of the financial emergency conditions described in Section (1), Florida Statutes. 9. We applied financial condition assessment procedures pursuant to Rule (7) and no deteriorating financial conditions were noted. It is managements responsibility to monitor financial condition, and our financial condition assessment was based in part on representations made by management and the review of financial information provided by same. 23

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158 Limitations on Actions by Bondholders. No Bondholder shall have any right to pursue any remedy unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Series 2012 Bonds shall have requested the Trustee, in writing, to exercise the powers granted under the Master Indenture or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and the Series 2012 Bonds may be enforced by the Trustee without the possession of any of the Series 2012 Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Series 2012 Bonds. Remedies Not Exclusive. Except as limited under the Master Indenture, no remedy contained in the Indenture with respect to the Series 2012 Bonds is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given under the Master Indenture or now or hereafter existing at law or in equity or by statute. SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2012 BONDS General; Assessments The Series 2012 Bonds are secured equally and ratably by a first lien upon and pledge of all Series 2012 Pledged Revenues, which shall mean with respect to the Series 2012 Bonds (a) the Increment Revenues, (b) all revenues received by the District from Series 2012 Special Assessments levied and collected on the District Lands, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2012 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2012 Special Assessments, (c) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2012 Bonds, and (d) any Agency Advance; provided, however, that Series 2012 Pledged Revenues shall not include (A) any moneys transferred to the Series 2012 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2012 Costs of Issuance Fund, (C) moneys on deposit in the Excess Revenue Fund which are not necessary to satisfy any portion of the Debt Service Requirement of the Series 2012 Bonds or necessary to replenish the Series 2012 Reserve Account, and (D) "special assessments" levied and collected by the District under Section of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A) and (B) of this proviso), which include the Series 2012 Assessments imposed by the District in connection with the Project. The Assessments are levied and collected by or on behalf of the District pursuant to the Interlocal Agreement and Section of the Florida Statutes, as amended and supplemented, and pursuant to the assessment roll approved by resolutions of the District. THE SERIES 2012 BONDS ARE PAYABLE FROM AND SECURED BY SERIES 2012 PLEDGED REVENUES, AS SUCH TERM IS DEFINED ABOVE, ALL IN THE MANNER PROVIDED IN THE INDENTURE. THE INDENTURE PROVIDES FOR THE LEVY AND THE EVIDENCING AND CERTIFYING, OF NON AD VALOREM ASSESSMENTS IN THE FORM OF SERIES 2012 SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2012 BONDS. IT IS EXPRESSLY AGREED BY THE OWNERS OF THE SERIES 2012 BONDS THAT SUCH OWNERS SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF 14

159 THE AD VALOREM TAXING POWER OF THE DISTRICT, THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR TAXATION IN ANY FORM OF ANY REAL OR PERSONAL PROPERTY OF THE DISTRICT, THE CITY, THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2012 BONDS OR THE MAKING OF ANY OTHER SINKING FUND AND OTHER PAYMENTS PROVIDED FOR IN THE INDENTURE, EXCEPT FOR SERIES 2012 SPECIAL ASSESSMENTS TO BE ASSESSED AND LEVIED BY THE DISTRICT AS SET FORTH IN THE INDENTURE. No Additional Bonds; Parity Liens of Other Assessments and Taxes The Master Indenture provides that the District shall not issue any obligations other than the Series 2012 Bonds payable from the Series 2012 Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from the Series 2012 Pledged Revenues, except in the ordinary course of business. HOWEVER, THE LIEN OF THE ASSESSMENTS OVERLAPS AND IS CO-EQUAL WITH THE LIEN OF OTHER ASSESSMENTS WHICH MAY BE IMPOSED BY THE COUNTY, THE STATE OR OTHER UNITS OF LOCAL GOVERNMENT HAVING ASSESSMENT POWERS WITHIN THE DISTRICT AND ALSO TO THE LIEN OF COUNTY, SCHOOL DISTRICT AND MUNICIPAL TAXES (see "ENFORCEMENT AND COLLECTION OF ASSESSMENTS"). Increment Revenues The City created the Agency pursuant to the Agency Act and Ordinance No enacted by the City Commission on September 10, The City Commission sits as the Board of the Agency which is the Agency's governing body. The City adopted a community redevelopment plan (the "Community Redevelopment Plan") by Resolution No enacted on December 23, 1985, and as amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , as further amended by Resolution No , and as further amended by Resolution No The City authorized the establishment and funding of a redevelopment trust fund (the "Redevelopment Trust Fund") for the CCRA, which was a blighted area within the City's downtown area, with the enactment of Ordinance No , which was amended by Ordinance No Funds allocated to and deposited in the Redevelopment Trust Fund are required to be used by the Agency to finance or refinance community redevelopment activities undertaken by the Agency pursuant to the Community Redevelopment Plan, as it may be amended from time to time. As defined in Chapter (2), Florida Statutes, taxing authorities which levy taxes in a given year on real property located within the boundaries of the area subject to the Community Redevelopment Plan are required to annually pay to the Agency for deposit into the Redevelopment Trust Fund, an amount which is not less than that increment in the income, proceeds, revenues and funds of the taxing authority derived from or held in connection with community redevelopment activities of the Agency in accordance with the Community Redevelopment Plan (the "Tax Increment"), calculated as described below. The taxing authorities which currently make annual Tax Increment payments into the Agency's Redevelopment Trust Fund are the City, the County and the West Palm Beach Downtown Development Authority. The Tax Increment is required to be determined annually and is the amount equal to 95 percent of the difference between: (a) the amount of ad valorem taxes levied each year by each nonexempt taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the Expanded City Center Redevelopment Area; and (b) the amount of ad valorem taxes which would have been produced by the rate at which the tax is levied each year by or for each taxing authority, exclusive of any debt service millage, upon the total of the assessed value 15

160 of the taxable real property in the Expanded City Center Redevelopment Area as shown on the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to 1985, the effective date of Ordinance No , providing for the funding of the Redevelopment Trust Fund. Any taxing authority which is obligated to make Tax Increment payments to the Agency's Redevelopment Trust Fund must do so no later than January 1 of each year. Tax Increment payments made subsequent to January 1 must include an amount equal to an additional five percent of the amount of the Tax Increment and interest on the amount of the Tax Increment equal to one percent for each month the Tax Increment is outstanding. Pursuant to the Interlocal Agreement, the Agency has agreed to transfer to the Trustee on or before January 31 of each year, for as long as the Series 2012 Bonds are Outstanding, all of the Increment Revenues for deposit into the 2012 Revenue Account created and established under the Indenture. The Increment Revenues represent a portion of the Tax Increment payments received from non-exempt taxing authorities who have levied and collected ad valorem taxes against the nonexempt lands within the District. Under the Interlocal Agreement, the Agency's obligation each year, except as provided in the next succeeding sentence, is limited to 80% of the Tax Increment payments relating to such non-exempt parcels within the CityPlace Project Area and within which the District is located. Such portion is the Increment Revenues (as previously defined). Under the Indenture, the Trustee is obligated to use the Increment Revenues on deposit in the 2012 Revenue Account to pay debt service on the Series 2012 Bonds. The Interlocal Agreement provides that the District shall receive a credit against the amount of Assessments it must levy and collect equal to the amount of Increment Revenues on deposit in the 2012 Revenue Account. The District is unable to project how much of the annual debt service on the Series 2012 Bonds will be payable from Assessments or from the Increment Revenues. If there are any Increment Revenues received in a calendar year and are not required to pay debt service on the Series 2012 Bonds and, if applicable, to restore the Series 2012 Reserve Account to the Series 2012 Reserve Account Requirement in that year, such Increment Revenues shall be returned to the Agency. CCRA: Set forth below is a chart depicting the flow of funds for the Tax Increment of the Agency within the 16

161 City Center Community Tax Increment Revenues and Other Revenues of Redevelopment Area Tax Increment Revenues of the City 8.07 Mills Plus Tax Increment Revenues of the County 4.78 Mills Plus Tax Increment Revenues of the DDA 1.00 Mills Minus Total Tax Increment Revenues Minus Increment Revenues (80% TIF Within CityPlace Proj. Area) Minus Renaissance Increment Revenues Coverage Revenues (20% TIF + $2,000,000) Remainder Other CRA Expenses including CRA Senior Lien Debt Service Coverage Revenues Pursuant to the Interlocal Agreement, the Agency has also agreed to transfer to the Trustee on or before January 31 of each year, for as long as the Series 2012 Bonds are Outstanding, the Coverage Revenues for deposit into the Series 2012 Excess Revenue Account created and established under the Indenture. Coverage Revenues are the Tax Increment payments on deposit in the Redevelopment Trust Fund attributable to the CCRA (other than a portion of attributable to another redevelopment area within the CCRA and outside the District and CityPlace Project Area boundaries called the Renaissance Property ), less the Increment Revenues so deposited with the Trustee, in a maximum amount each year not exceeding $2,000,000 plus the 20% of Tax Increment from within the CityPlace Project Area which do not constitute Increment Revenues. Moneys on deposit in the Series 2012 Excess Revenue Account shall be deposited into the Series 2012 Revenue Account whenever amounts on deposit in the Series 2012 Revenue Account are not sufficient to satisfy the Debt Service Requirements for the Series 2012 Bonds. In addition, if moneys are withdrawn from the Series 2012 Reserve Account and not replenished in accordance with the First Supplemental Indenture, the Trustee shall withdraw moneys from the Series 2012 Excess Revenue Account to satisfy any deficiencies in the Series 2012 Reserve Account. Such deposits to either the Series 2012 Revenue Account or the Series 2012 Reserve Account shall constitute an Agency Advance. If the Trustee does not receive the Increment Revenues and Coverage Revenues from the Agency by January 31 of each calendar year, the Trustee shall promptly provide written notice to the District and the Agency of such failure. On the first Business Day occurring after the date the Trustee has determined it has sufficient Series 2012 Pledged Revenues on deposit in the Series 2012 Revenue Account to satisfy the annual Debt Service Requirement of the Series 2012 Bonds and that the money on deposit in the Series 2012 Reserve Account is at least equal to the Series 2012 Reserve Requirement, the Trustee shall transfer the balance in the Series 2012 Excess Revenue Account to the Agency. Unlike the Increment Revenues which is an absolute pledge by the Agency, the use of Coverage Revenues by the District, as contemplated under the Indenture, is treated as an advance of such funds by the Agency. However, 17

162 if there are any Increment Revenues received in a calendar year and are not required to pay debt service on the Series 2012 Bonds in that year, such Increment Revenues shall be returned to the Agency. The District s obligation to repay such advances shall be payable from the Series 2012 Assessments, the Deficiency Assessments, and Delinquent Assessments, if any, collected pursuant to the Uniform Assessment Collection Act, being Sections and , Florida Statutes, as amended and supplemented (herein, the Uniform Collection Method ). The District is required to take all steps necessary to levy and collect the Deficiency Assessments to repay the Agency within six (6) months after the use of such Coverage Revenues. Set forth in the table below are the historical real property assessed values within the CCRA for the tax roll years 2001 through 2011: Historical Real Property Assessed Values CCRA Area Tax Roll Year Ended 12/31 Fiscal Year Ended 9/30 Final Gross Taxable Value % (+ / -) Base Year Taxable Value Incremental Value(1) % (+ / -) ,653, % 251,511, ,141, % ,240, % 251,511, ,728, % ,020,774, % 251,511, ,262, % ,251,729, % 251,511,950 1,000,217, % ,508,439, % 251,511,950 1,256,927, % ,067,885, % 251,511,950 1,816,373, % ,260,928, % 251,511,950 2,009,416, % ,262,212, % 251,511,950 2,010,700, % ,161,160, % 251,511,950 1,909,648, % 2010(2) ,856,193, % 251,511,950 1,604,681, % 2011(3) ,827,547, % 251,511,950 1,576,036, % (1) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value. (2) Represents Final Taxable Value as provided by the Palm Beach County Property Appraiser's Office (the "PAO"). (3) Represents the Preliminary Certification of Taxable Value as provided by the PAO. Final Certification was not available at time of printing. Source: Data provided to the District by the City of West Palm Beach, Florida 18

163 Set forth in the table below are the historical real property assessed values within the CityPlace Project Area for the tax roll years 2001 through 2011: Historical Real Property Assessed Values CityPlace Project Area Tax Roll Year Ended 12/31 Fiscal Year Ended 9/30 Final Gross Taxable Value % (+ / -) Base Year Taxable Value Incremental Value(1) % (+ / -) ,913, ,024, ,888, ,844, % 8,024, ,820, % ,770, % 8,024, ,745, % ,390, % 8,024, ,366, % ,589, % 8,024, ,565, % ,369, % 8,024, ,345, % ,760, % 8,024, ,736, % ,854, % 8,024, ,830, % ,087, % 8,024, ,063, % 2010(2) ,591, % 8,024, ,567, % 2011(3) ,112, % 8,024, ,087, % (1) Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value. (2) Represents Final Taxable Value as provided by the Palm Beach County Property Appraiser's Office (the"pao"). (3) Represents the Preliminary Certification of Taxable Value as provided by the PAO. Final Certification was not available at time of printing. Source: Data provided to the District by the City of West Palm Beach, Florida The unaudited amount of the Tax Increment proceeds deposited in the CCRA Trust Fund from Fiscal Years 2001 to 2011 is set forth below: Tax Roll Year Ended Fiscal Year City of West Palm 12/31 Ended 9/30 Beach Downtown Development Authority Total % (+ / -) Palm Beach County ,815,079 2,183, ,537 6,403, % ,756,135 2,709, ,313 7,951, % ,773,315 3,288, ,729 9,641, % ,506,633 4,275, ,532 12,557, % ,433,241 5,313, ,127 15,705, % ,545,607 7,385,375 1,408,723 22,339, % ,728,372 7,217,913 1,579,981 22,526, % ,421,747 7,222,526 1,615,141 23,259, % ,647,396 7,880,738 1,412,395 23,940, % 2010(1) ,564,844 7,392,092 1,213,605 21,170, % 2011(2) ,060,220 7,157,525 1,141,009 20,358, % Source- City of West Palm Beach Finance Department. (1) Represents tax increment revenues derived from a Final Taxable Property Value as provided by the Palm Beach County Property Appraiser's Office (the "PAO''). The Final Certification of Taxable Value was not available at time of printing. (2) Represents tax increment revenues derived from a Preliminary Certification of Taxable Value as provided by the PAO. The Final Certification of Taxable Value was not available at time of printing of the City s Comprehensive Annual Financial Report for Set forth in the table below is a Debt Service Coverage table depicting Special Assessment, Increment Revenues and Coverage Revenues over Debt Service for the Fiscal Years 2006 through 2012: 19

164 Historic Debt Service Coverage Fiscal Special Increment Coverage Total Annual Debt Year Assessment Revenues Revenues Revenues Debt Service Revenues Service Coverage 2006 $2,220,078 $1,983,177 $2,495,793 $6,699,048 $4,203, $1,757,592 $2,450,063 $2,612,515 $6,820,170 $4,207, $2,070,920 $2,132,565 $2,551,401 $6,754,886 $4,203, $2,214,715 $1,989,985 $2,497,496 $6,702,196 $4,204, $974,689 $3,231,154 $2,807,788 $7,013,631 $4,205, $1,310,300 $2,896,488 $2,724,122 $6,930,910 $4,206, $1,210,283 $2,992,762 $2,748,190 $6,951,235 $4,203, Enforcement and Collection of Assessments The primary sources of payment for the Series 2012 Bonds are the Series 2012 Special Assessments imposed on the benefited taxpayers within the District. Currently, there is only one taxpayer in the District. To the extent that taxpayers fail to pay such Series 2012 Special Assessments, delay payments, or are unable to pay Series 2012 Special Assessments, the successful pursuit of collection procedures available to the District could be essential to continued payment of principal of and interest on the Series 2012 Bonds. The District Act provides for various methods of collection of delinquent taxes and non-ad valorem assessments by reference to other provisions of the Florida Statutes. The following is a summary of Series 2012 Special Assessments payment and collection procedures appearing in the Florida Statutes, but is qualified in its entirety by reference to such statutes. The District has covenanted in the Indenture to assess, levy, collect or cause to be collected and enforce the payment of Assessments in the manner prescribed under the Indenture and all resolutions, ordinances or laws thereunto appertaining and to pay or cause to be paid to the Trustee the proceeds of Series 2012 Special Assessments, as received. Florida law provides that, subject to certain conditions, special assessments may be collected in the same manner as county ad valorem taxes or directly by the taxing authority. The Series 2012 Special Assessments are imposed pursuant to the Act and the Interlocal Agreement, and, the validity of the Series 2012 Special Assessments, their imposition under the Act and the Interlocal Agreement and the status of the lien thereof equal in rank and dignity with the liens of all state, county, district or municipal taxes and other non-ad valorem assessments was validated by judgment of the Circuit Court of Palm Beach County, Florida, which judgment is final, and the appeal period for such judgment has expired. In addition, the Developer will execute and deliver a Declaration of Consent to Jurisdiction and Imposition of Special Assessments, which was recorded in the real estate records of Palm Beach County, Florida as a covenant running with the land, pursuant to which the Developer acknowledged the jurisdiction of the District to impose, levy and collect the Series 2012 Special Assessments pursuant to the Interlocal Agreement, the validity of the proceedings undertaken with respect thereto and the validity and priority of the lien thereof. 20

165 Assessments to be Collected Directly by the District It is contemplated that the District will collect the Series 2012 Special Assessments directly from the owners and/or tenants of the benefited property within the District (other than governmentally owned property) rather than using the Uniform Collection Method (hereinafter defined). It is expected that the Developer will be the only person receiving an assessment bill from the District, although it is contemplated that the annual rent payable by tenants may consist of a portion of the Series 2012 Special Assessments. Such direct method of collection permits foreclosure in the same manner as real estate mortgages and may prove more flexible as a remedial measure for larger parcels than the sale of tax certificates. Under the Act and the Interlocal Agreement, upon the failure of any taxpayer to pay the principal of any Series 2012 Assessment or the interest thereon, when due, the District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. Since the Developer's interest in the parcels to be assessed by the District is a leasehold interest created under the Master Lease, any foreclosure action will be against the Developer's leasehold interest. Upon a judgment for the unpaid Series 2012 Special Assessments, a special master will be appointed to sell the property (or the interest the taxpayer has in the subject property) at public auction, at which sale the District may also bid. Proceeds of any such foreclosure sale are required by the statute to be shared for the payment of state, city, county or other taxes or non-ad-valorem assessments in the manner determined by the special master. THERE CAN BE NO ASSURANCE THAT ANY SALE SUBJECT TO THE MASTER LEASE, PARTICULARLY A BULK SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH UNPAID ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO. ANY SUCH DEFICIENCY COULD RESULT IN THE NECESSITY OF THE DISTRICT TO RELY PRIMARILY ON THE INCREMENT REVENUES AND THE COVERAGE REVENUES TO PAY DEBT SERVICE ON THE SERIES 2012 BONDS WHEN DUE. Delinquent Assessments to be Collected in Same Manner as County Taxes A Series 2012 Assessment shall become delinquent if it is not paid within thirty (30) days from the due date (herein, "Delinquent Assessments"). Pursuant to the Interlocal Agreement, any Delinquent Assessments must be placed on the County tax roll for collection. The District or its agent shall notify the taxpayer who is delinquent within sixty (60) days from the date such Assessment was due. Florida law provides that, subject to certain conditions, special assessments, including the Delinquent Assessments, may be collected in the same manner as county ad valorem taxes. The District will certify to the Palm Beach County Property Appraiser (the "Property Appraiser") the amount of the Delinquent Assessments. The District will enter into an agreement with the Property Appraiser that the Property Appraiser will place such Delinquent Assessments on the tax roll and forward the roll to the Palm Beach County Tax Collector's office (the "Tax Collector") which is empowered to collect such Delinquent Assessments. Florida law requires the Property Appraiser and Tax Collector to enter into such agreements provided that the requirements of the statute therefor are satisfied. The statutes relating to enforcement of county taxes provide that county taxes become payable on November 1 of the year when assessed, constitute a lien upon the land from January 1 of the year following their levy, are due March 1 of such following year and are delinquent on April 1 of such following year. The Tax Collector is to bill such taxes together with all other County taxes, and taxpayers in the District are required to pay all such taxes without preference in payment of any particular increment of the tax bill, such as the increment owing for the Delinquent Assessments. Upon receipt of monies from the Tax Collector, the District will cause such monies to be deposited 21

166 with the Trustee for application under the Indenture. For purposes of this discussion, the Developer or subsequent tenant under the Master Lease and any subsequent owner in fee simple of any part of the District lands subject to the Assessment shall be the taxpayers. All County, school and special district taxes, assessments and voter-approved ad valorem taxes, including the Delinquent Assessments, are payable on one tax bill. If a taxpayer does not make complete payment, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such partial payments and the partial payments are returned to the taxpayer. Therefore, any failure to pay any one line item, whether it be the Delinquent Assessment or not, would cause the Delinquent Assessments to not be collected to that extent which may have an adverse effect on the ability of the District to make full or punctual payment of debt service on the Series 2012 Bonds or satisfy its other obligations under the Indenture. If Delinquent Assessments are paid during the November of the year when assessed or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing 1% per month to 1% in February. All unpaid taxes become delinquent on April 1 of the year following assessment, and the Tax Collector is required to collect taxes prior to April 1 and after that date to institute statutory procedures upon delinquency to collect assessed taxes. Delay in the mailing of tax notices to taxpayers will result in a delay throughout this process. Taxpayers may elect to pay assessments in quarterly payments on June 30, September 30, December 31 of the year levied and March 31 of the year following. The first three payments receive discounts of 6%, 4% and 3%, respectively. Collection of delinquent taxes is, in essence, based upon the sale by the Tax Collector of tax certificates and remittance of the proceeds of such sale to the District for payment of the Delinquent Assessments due. In the event of a delinquency in the payment of taxes, the landowner may, prior to the sale of the tax certificates, pay delinquent taxes plus an interest charge of 18% per annum on the amount and on other costs and charges, except that there shall be a minimum interest charge of 3% on the amount of delinquent taxes. If the landowner does not act, the Tax Collector is to sell tax certificates to the person who pays the taxes owing and interest thereon and certain costs, and who accepts the lowest interest rate to be borne by the certificates (but not more than 18%). If there are no bidders, the County is to hold, but not pay for, tax certificates with respect to the property, bearing interest at the maximum legal rate of interest. The County may sell such certificates to the public at any time at the principal amount thereof plus interest at the rate of not more than 18% per annum and a fee. The demand for such certificates is dependent upon various factors which include the rate of interest which can be earned by ownership of such certificates and the value of the land (or the interest therein) which is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. The underlying market value of the property in the District should determine the demand for such property and the expectation of successful collection of the Delinquent Assessments thereon. Any tax certificate in the hands of a person other than the County may be redeemed and cancelled by the person owning or claiming an interest in the underlying land, or a creditor thereof, so long as such redemption occurs prior to the time a tax deed is issued. The person effecting such redemption must pay the face amount of the certificate and interest at the rate borne by the certificate plus costs and other charges. Regardless of the interest rate actually borne by the certificates, persons redeeming tax sales certificates must pay a premium interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is cancelled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described in the preceding paragraph. 22

167 The private holder of a tax certificate which has not been redeemed has seven years from the date of issuance in which to act against the property. After an initial period of two years has passed, during which time action against the land is held in abeyance to allow for sales and redemptions of tax certificates, such holders may apply for a tax deed. With respect to the District lands subject to Series 2012 Special Assessments and the subject of the Master Lease, such person would not receive a tax deed on the fee simple estate because the Assessment only relates to the leasehold interest in such lands. The applicant is required to pay to the Tax Collector all amounts required to redeem outstanding tax certificates covering the land not held by him, and any omitted taxes or delinquent taxes, plus interest. If the County holds a tax certificate and has not succeeded in selling it, the County must apply for a tax deed after the County s ownership of such certificate for two years. The County pays costs and fees to the Tax Collector but not any amount to redeem other outstanding certificates covering the land. Thereafter, the property is advertised for public sale. In any such public sale, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, and charges for cost of sale, redemption of other tax certificates on the land, and the amounts paid by such holder in applying for the tax deed, plus interest thereon. If there are no other bidders, the holder receives title to the land (or the interest therein of the delinquent taxpayer), and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bidders, the holder may enter the bidding. The highest bidder is awarded title to the land (or the interest therein of the delinquent taxpayer). If there are no bidders, the County may purchase the land within ninety (90) days of the offering for public sale for the minimum bid. After ninety (90) days have passed, any person may purchase the land (or the interest therein of the delinquent taxpayer) by paying the minimum bid to the County. Taxes accruing after the date of public sale do not require the repetition of this process but are added to the minimum bid. Seven (7) years after the date of public sale, unsold lands (or the interest therein of the delinquent taxpayer) escheat to the County in which they are located and all tax certificates and liens against the property shall be canceled and a deed is executed vesting title in the County Commission. The portion of proceeds of such sale needed to redeem the tax certificate (and all other amounts paid by such person in applying for a tax deed) are forwarded to the holder thereof or accredited to such holder if he or she is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the property and then to the former taxpayer (less service charges). Operation and Maintenance Assessments Operation and maintenance costs relating to the Project may be paid from the proceeds of the operation and maintenance assessments levied and collected by the District against the property within the District which is also subject to the Series 2012 Special Assessments (herein, the Operation and Maintenance Assessments ). The Operation and Maintenance Assessments shall be computed against the various parcels on a fair and objective basis and shall not be pledged to pay debt service on the Series 2012 Bonds. 23

168 ESTIMATED SOURCES AND USES OF FUNDS Sources Bond Proceeds: Par Amount $39,890, Original Issue Premium 4,036, Total Bond Proceeds 43,926, Other Sources of Funds: Transferred from Series 1998 Revenue Account 3,036, Transferred from Series 1998 Reserve Account 4,207, Transferred From Series 1998 Acquisition Account 109, Total Other Sources 7,354, Total Sources $51,280, Uses Deposit to Escrow Fund $45,709, Deposit to Series 2012 Reserve Account 4,207, Deposit to Series 2012 Revenue Account 500, Costs of Issuance (including Underwriters Discount) 862, Total Uses $51,280,

169 DEBT SERVICE REQUIREMENTS Year Principal Interest Total Debt Service 2012 $1,002, $1,002, $1,510,000 1,956, ,466, ,590,000 1,879, ,469, ,765,000 1,795, ,560, ,925,000 1,703, ,628, ,615,000 1,589, ,204, ,750,000 1,455, ,205, ,890,000 1,314, ,204, ,040,000 1,166, ,206, ,195,000 1,010, ,205, ,360, , ,206, ,530, , ,204, ,710, , ,203, ,905, , ,207, ,105, , ,207, $39,890,000 $17,293, $57,183, THE PROJECT The Project financed with the proceeds of the Prior Bonds consisted of public infrastructure, including public parking, public plazas, water, wastewater and storm water utilities, lighting, paving and landscaping. General Information THE DISTRICT The District was established by the Act and by Ordinance No , enacted by the City Commission on March 26, 1990 and became effective on that date. Powers Among other provisions, the District Act gives the District s Board of Supervisors the authority to (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain: (i) water management and control facilities for lands within the District and to connect any of such facilities with roads and bridges, (ii) water supply, sewer and wastewater management systems or any combination thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and to dispose of any effluent, 25

170 residue, or other byproducts of such system or sewer system, (iii) bridges or culverts, (iv) roads equal to or exceeding the specifications of the county in which such District roads are located, and street lights, (v) any other project within or without the boundaries of a District when a local government issued a development order approving or expressly requiring the construction or funding of the project by the District, or when the project is the subject of an interlocal agreement between the District and a governmental entity and is consistent with the local government comprehensive plan of the local government within which the project is to be located; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessment liens as provided in the District Act; and (d) exercise all other powers necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the District Act. In addition, pursuant to the District Act, the District has been authorized by Ordinance of the City, the local general-purpose government within the jurisdiction of which such powers are to be exercised, to exercise additional powers under the District Act, including planning, establishing, acquiring, constructing or reconstructing, enlarging and extending, equipping, operating, and maintaining additional systems and facilities for security and pest control. The District Act does not empower the District to adopt and enforce land use plans or zoning ordinances and the District Act does not empower the District to grant building permits, which functions are performed by the City acting through the City Commission and its departments of government. Board of Supervisors The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). The District Act provides that at the initial meeting of the landowners Supervisors must be elected with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors for a two-year term. Three of the five Supervisors are elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year terms and the remaining Supervisor is elected to a two-year term. Until the later of six (6) years after the initial appointment of the Board or the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected by vote of the landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). The District Act provides that commencing upon the later of six (6) years after the initial appointment of the Board or the year in which there are at least 250 qualified electors in the District, the Supervisors will be elected by the electors of the District in the manner prescribed by Florida law for holding general elections. If there is a vacancy on the Board, the remaining board members are to fill each vacancy for the unexpired term. The current members of the Board, the term of each member and his or her current occupation are set forth below: 26

171 Name Title Term Expires Lynda Harris* Chair November, 2012 Dennis Grady Vice Chair November, 2012 Kiernan Kilday Member November, 2014 Wendy Sartory Link Member November, 2012 Ryan Hallihan** Member November, 2014 *Shareholder with Carlton Fields, local counsel to the Developer. **Employed by the Developer. Notwithstanding anything in the Act to the contrary, the Interlocal Agreement requires that there be at least three (3) members of the Board of Supervisors who are not affiliated with or controlled by the Developer. The Act authorizes the Board to hire such employees and agents as it may determine necessary. Lewis, Longman & Walker, P.A., West Palm Beach, Florida, serves as counsel to the District. The District has retained Greenberg Traurig, P.A., West Palm Beach, Florida, as Bond Counsel. The District has retained Special District Services, Inc. ("SDS"), as District Manager and Craven Thompson & Associates, Fort Lauderdale, Florida, as its consulting engineer (the "Consulting Engineer"). The District Manager and Secretary The chief administrative official of the District is the District Manager. The District Act provides that the District Manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the District Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board. SDS provides management services and is actively involved in the management of more than 75 special districts throughout the State of Florida, including many community development districts that have collectively issued in excess of $500 million of bonds in more than 60 separate financings. The District Manager s address is The Oaks Center, 2501A Burns Road, Palm Beach Gardens, Florida. The Secretary to the Board of Supervisors is Richard Ellington, an employee of SDS. Outstanding Debt The Series 2012 Bonds refund all of the outstanding principal amount of the first and only bonds issued by the District. Any additional assessment bonds of the District will not be payable from or secured by the Series 2012 Special Assessments. General CITYPLACE REDEVELOPMENT PROJECT The CityPlace Redevelopment Project or "CityPlace" is a mixed-use redevelopment project that opened in October, 2000 and is located within the Redevelopment Area of the Agency. CityPlace includes specialty retail, restaurant, cinema, hotel, office and residential uses. CityPlace includes 27

172 729,519 sq. ft. of developed retail space and 48,936 sq. feet of committed and undeveloped retail space, organized around cultural and entertainment activities. The physical heart of CityPlace is Church Plaza, a pedestrian-friendly open air square. This activity intensive plaza is anchored by a landmark former church structure that has been transformed into a performance hall. The street front environment includes on-street parking, individualized retail storefronts, outdoor dining in distinctive destination restaurants and extensive use of arcades, loggias, landscape and water features. Location The master plan for CityPlace encompasses approximately a 72 acre site, with 30 acres south of Okeechobee Boulevard (which is a major east-west thoroughfare into the downtown area of the City) and 40 acres north of Okeechobee Boulevard. The site has been developed in several phases. Phase I, the retail and north residential portion of the development, is located on approximately 37 acres fronting on Okeechobee Boulevard. Phase II consists of a 350,000 sq. ft. office tower, Phase III consists of a 420 unit condominium tower, Phase IV will consist of a convention center hotel and parking garage and Phase V will consist of a second office tower. CityPlace is constructed on a premier retail location in Palm Beach County. With 72 contiguous acres in the heart of downtown West Palm Beach and the main access road to the affluent Palm Beach area running through the site, a retailer located in the project will have access and visibility in the South Florida region. The CityPlace development strategy responds to the widespread demand for entertainmentenhanced retail destinations both in the South Florida regional and national marketplaces. By bundling regional and national retailers across a wide array of retail categories (such as home/lifestyle, apparel, music, books, personal services, sports and leisure), CityPlace offers to the South Florida consumer a unique selection of the finest and most entertaining places to shop, dine and spend leisure time. The retail, dining and entertainment components of CityPlace consist of oneand two- level street front retail presentations by highly creative retailers and establish multiple draws to the site, ensuring repeat customer visitation. CityPlace has become one of the top tourist destinations in Palm Beach County with millions of visitors every year. The retail space is significantly leased to national, creditworthy retailers and maintains an average occupancy rate around 94%. CityPlace contains a 20 screen state-of-the-art multiplex theater and an IMAX theater, both with stadium and premier seating operated by Muvico Cinemas. The lease was executed in February 1998 and subsequently assigned by the original theater operator to Muvico. A major component of CityPlace development program is the space dedicated throughout the project for 10 destination restaurants. This selection of the nation's top destination and concept restaurants is an additional traffic draw for CityPlace. Restaurant tenants currently include: The Cheesecake Factory, City Cellar owned by the Big City Restaurant Group, Il Bellagio, Taverna Opa, Brewzzi's, Ruth's Chris among others. Palm Beach County per capita restaurant sales are comparable to San Francisco, Miami, Orlando, and New Orleans and are higher than Chicago, Washington, D.C., Dallas, and New York City. Project Description Phase I: The initial phase of CityPlace included the residential, retail, and public parking components of the master planned development. The approximate physical space program of Phase I is summarized in the following table: 28

173 Retail, Entertainment, Cultural, Residential and Office: Retail, Entertainment, and Cultural: Specialty Retail* 370,337 sq. ft. Cinema (approx. 20 screens) 92,000 sq. ft. Restaurants* 128,656 sq. ft. Performance Hall (600 seats) 21,000 sq. ft. Total** 611,993 sq. ft. *Restaurant and Retail areas combined must have a total of 387,000 sq. ft. Residential Apartments: Parking: 54 units 3,000 spaces Residential: Residential: For Sale and Rental Units Residential Parking: 480 units 800 spaces Retail Summary (restated): Specialty Retail** Restaurants** Cinema Total** 370,337 sq. ft. 128,656 sq. ft. 92,000 sq. ft. 606,097 sq. ft. **Restaurant and retail areas combined must total a minimum of 410,000 sq. ft. Phase II: Phase II consists of a 350,000 sq. ft. office tower, including related parking, is located on a site southeast of Phase I and north of Okeechobee Boulevard. Phase III: Phase III consists of a 420 unit residential condominium building with ground floor units fronting Okeechobee Boulevard containing 9,235 sq. ft. of Specialty and Service Retail. Phase IV: Phase IV is intended to include the development of a 400 room convention center hotel together with related parking garage. Phase V: Phase V consists of a temporary one-story office facility with related surface parking and will subsequently be developed as an approximate 150,000 sq. ft. office tower. Source: CityPlace Retail, L.L.C. [Remainder of page intentionally left blank.] 29

174 MCM-BAP PROPOSAL

175 MARINA PARK A Redevelopment Plan Proposal for Panama City s Waterfront Submitted by MCM-BAP, LLC July 1, 2014

176 TABLE OF CONTENTS Page Table of Contents 1 1 Cover Letter Project Concept Financial Considerations Experience of Offeror and Key Personnel References Appendices Proforma 35 1

177 1 Cover Letter

178 July 1, 2014 Mr. Jeff Brown Acting City Manager City of Panama P.O. Box 1880 Panama City, Florida Re: Development Sources Sought: Invitation to Express Interest for a Public Private Partnership for the Re-development of Panama City s Marina and Downtown Waterfront Dear Mr. Brown, We are pleased to submit this Letter of Interest on behalf of MCM-BAP, LLC., (hereinafter MCM-BAP ), a Florida Limited Liability Corporation, which represents a joint venture between Munilla Construction Management, LLC d/b/a MCM (MCM) and Bermello, Ajamil and Partners, Inc. (B&A) to develop MARINA PARK. MCM-BAP is also joined by the Winokur Group in this response as an associate investor. JV Partners, MCM and B&A, have a long and successful history in Miami-Dade County. MCM, led by the Munilla brothers, is one of Miami s success stories, with annual revenues in excess of $250 Million and with over $1 Billion in bonding capacity. MCM, which has of ces in Texas and Panama City, Panama, is headquartered in Miami; and its principal shareholders all reside in Miami-Dade County. B&A led by Willy A. Bermello and Luis Ajamil, is a long standing Miami Architecture/ Engineering Firm; and the largest ispanic-owned A/E Firm in Florida. eadquartered in Miami, and with branch of ces in Ft Lauderdale and New York City, B&A has successfully completed numerous projects of similar or larger size. In addition to the principal JV rms, the LLC development team also includes the following development consultants, advisors and lenders: A) P/P/P Consultant... Dunlap & Associates, Inc. B) Investment Banker.... Merchant Capital C) Convention Center Planning & Design... Donald Grinberg, FAIA D) Structural Engineer... DDA Engineers E) MEP Engineering... HNGS F) Graphics/Signage... Tom Graboski Associates G) LEED Consultant & Commissioning... The Spinnaker Group H) Lender... BA/Merrill Lynch I) Legal... Greenberg Traurig J) Parking Consultants... Walker Parking K) Environmental..... EE&G Environmental L) Housing Developer... IDP Housing, LP & Stratford Capital BACKGROUND AND EXPERIENCE ON SIMILAR PROJECTS MCM recently completed a $140Million design/build/ nance project for the Florida Department of Transportation, nanced by Sabadell Bank. B&A, through its af liates have developed over $500Million in residential and mixed use projects between 2000 and Further details regarding these previous projects are included in the enclosed Project Concept document. 2

179 Our PPP Consultant, Craig Dunlap of Dunlap & Associates, has over 40 years of experience as an economist and nancial advisor. Mr. Dunlap s extensive experience includes: tax-exempt and taxable bonds, notes, and bank nancings, derivative products, general obligation, utility system, public facilities, public improvement, and capital improvements to name a few. Dunlap & Associates, Inc. is the 1 ranked nancial advisory rm in public nancing in Florida. In summary, the MCM-BAP joint venture brings together the combined expertise of seasoned contracting, design, and development rms with a history of organizing and completing projects of similar scope and character. If selected by the City, MCM-BAP will serve as the Master Developer and work hand in hand with the City to redevelop the 23 acre marina and waterfront property located at the intersection of Harrison Avenue and Government Street, Panama City, Florida, transforming the same into what is herein referred to as MARINA PARK. MCM-BAP will design/build/ nance the turn-key development of the Panama City Convention Center/Exhibit Hall and a new state of the art Performing Arts Center along with the corresponding infrastructure improvements, including a 1,200 space parking garage and a recon gured 200 slip marina harbor, which is herein de ned as Phase 1. As Master Developer, MCM-BAP will master plan the property into three (3) distinct development parcels. One of these referred to as Parcel A consists of the Phase 1, Turnkey design/build/finance project described above; and the other two (2) parcels will be developed through joint development agreements with niche-developers for the following uses: i. 300 key Full Service Hotel ii. A Town Harbor with 0,000 sq. ft. Specialty Retail Complex, with 00 residential units on the upper levels (along the Marina Promenade) Each niche developer will enter into a long term sub-lease agreement with MCM-BAP. The agreements will be based on a minimum annual rent and percentage rent based on blended percentages of gross revenues. Said land rental payment shall be shared on an 80/20 basis, between the City and MCM-BAP (i.e. 80% to Panama City and 20% to MCM-BAP). BA/Merrill Lynch will provide public nance for the Phase 1 project. In addition, with respect to the Phase 1 nancing, the LLC joint venture will offer various nancing structures which could include either taxexempt or taxable debt options. A detailed narrative of these options is presented under Section 3 Financial Considerations. The MCM-BAP joint venture offers Panama City bene ts and advantages that merit its consideration and ranking as the preferred developer to both build the Phase 1 MARINA PARK, and serve as the Master Developer for the balance of the 23 acre property. The following is a summary of these bene ts and advantages: 1. Financial Capacity to the Project. BA/Merrill Lynch is one of the largest banking institutions in the country and a leader in public nancing. It has provided the MCM-BAP team with an expression of interest in nancing Phase 1 in its entirety. 2. Providing Panama City with Greatest Value. In addition to BA/Merrill Lynch, the MCM-BAP team s nancial advisor Dunlap and Associates and together with Merchant Capital have organized a team to procure xed rate tax exempt bond nancing which will yield annual savings to Panama City in the event that after a dialogue with Panama City this is the preferred nancing structure. 3. An Experienced Development Team. MCM-BAP is joined in this effort by two very experienced development teams that will round out the balance of the property s development as follows: Lodging: Student and Workforce Housing: MHPA Group with Buffalo Lodging Associates Inc. IDP Housing and Stratford Capital Group 3

180 4

181 2 Project Concept

182 2. PROJECT CONCEPT 2.A OVERALL PROJECT CONCEPT The proposed master plan is based on creating an active pedestrian oriented urban fabric on the 23 acre waterfront parcel, which will enhance the ambiance along the waterfront and strengthen connections between the marina harbour and the Downtown. This master plan is only an initial concept, and subject to further development following town meetings and work-shops with Panama City stakeholders and elected of cials. Refer to Figure (1) below. MARINA PARK Illustrative Site Plan Legend 1. Convention Center & Exhibition Hall Key Hotel w/ direct link to C.C. 3. Retail Pad w/ Housing above 4. Parking Garage 5. City Hall (New) 6. 2,500 seat PAC 7. New Library 8. Plaza Entrance 9. Monumental Fountain 10. Linear Park 11. Landscape Tree Lined Median 12. Waterfront Promenade 13. B.O.H. Service Court 14. Light House 15. Harbour 16. Refueling Station 5

183 2. PROJECT CONCEPT Our initial proposed mix of uses is as follows: I. Waterfront Esplanade with 200 slip Marina Harbour (Phase 1) II. Convention and Exhibition Hall (120,000 GSF) (Phase 1) III. New Performing Arts Center (2,500 seats) and Library (Phase 1) IV. New City Hall Chambers and 1,200 space car park (Phase 1) V. 300 key full service Hotel (Phase 2) VI. 60,000 GSF Retail Village with 600 residential units (Phase 2) The Project is anchored on the west by the recon gured marina harbour, lined with a 80 ft. pedestrian waterfront promenade bordered with specialty retail at ground level and residential above. At the east, fronting along Government Street, the Project is anchored by a new 120,000 sq. ft. Convention Center & Exhibit Hall with banquet and conference facilities plus a new state of the art Performing Arts Center (PAC) with 2,500 seats and a library/ Technology Center, this latter facility will frame a beautiful landscaped plaza with public art at the intersection of Harrison Avenue and Government Street. This entry feature will also create an exciting pedestrian ambience along Government Street. In addition, we have set back the Convention Center and Exhibit hall some 40 ft. from Government Street to create a linear Bosque that together with the Plaza on the other side of Harrison Avenue will de ne the entrance to MARINA PARK and connect it with the 1,200 space Car Park to the west (at mid-block). The Car Park will consist of an eight (8) level 1,200 space Car Park with a liner space along Harrison Avenue designated for new municipal facilities and Commission Chambers. The Car Park will be designed to accommodate nesting concepts to increase ef ciency as well as automated fare collection. The Car Park is also visually buffered, being centrally situated with the PAC/ Library Technology Center to the east and the waterfront retail and residential complex to the west, while providing comfortable walking distances to all patrons that live, work or visit MARINA PARK. From an urban design stand point Harrison Avenue extends into the projects as its central spine, with a landscaped median with a double row of majule palms creating both a pedestrian access connection to the waterfront, while preserving important view corridors. A light house has been carefully placed on the other side of the harbor on perfect axis with the tree lined Harrison Avenue. A carefully crafted plan of ground oor retail located along the waterfront with intimate plazas, breezeways and courts will interconnect the different residential buildings on the oor levels above the retail, providing for both affordable luxury housing. The concept of an integrated pedestrian development can be achieved through a number of elements, starting with architectural guidelines and standards for ground oor retail, which will serve as unifying elements throughout the project. It is envisioned that all development will subscribe to a consistent architectural vocabulary to create harmony amongst different building types. In addition, the urban design and landscape palate, including but not limited to groundscape surfaces both hard and soft scapes; street furniture and lighting; and graphics and signage will be planned and designed to accentuate a sense of MARINA PARK, as a marine oriented urban mixed use district anchoring the western edge of Panama City s Downtown. 6

184 2. PROJECT CONCEPT PARKING AND CIRCULATION PLAN The MCM-BAP plan for Parking and Circulation is based on the following planning and design principles: A. Parking Facilities Plan Phase 1-1,200 space parking garage with eight (8) parking levels and speed ramps plus Intelligent parking system to notify users of space availability. The Phase 1 Parking garage will be designed with a liner building fronting on Harrison Street, housing municipal of ces and a new commission chambers. B. Circulation Plan The MCM-BAP Plan features an extension of Harrison Avenue as a landscaped median boulevard to serve as the central spine of the project connecting Downtown with the waterfront. A beauti ed Government Street remains the principal frontage and pedestrian space with a 40-foot wide setback, with a Figure 2 - Legend A. Primary Pedestrian Circulation B. Secondary Pedestrian Circulation C. Pedestrian Circulation Node double row of shade trees to create a bosque along the property s eastern edge, thus visually de ning the entrance to MARINA PARK. A series of brick paved pedestrian walkways and breezeways interconnect plazas, food courts and main arrival points, thus animating the urban scape with food and beverage retail as well as support services retail to create an urban neighborhood setting, as per Figure (2). Figure 3 - Legend Primary Vehicular Circulation Back of House/ Service Circulation A vehicular circulation plan centers on a tree lined median divided Harrison Avenue extending to the waterfront promenade, designed as a pedestrian friendly boulevard that is brick paved with decorative light bollards and street furniture, as per Figure (3). Two additional access points are more utilitarian in nature. One provides access to the Phase 1 Parking Garage and marina; and the other provides access to back-of-house service areas. 7

185 2. PROJECT CONCEPT 2.B ESTIMATED CONSTRUCTION COSTS A preliminary estimate of the total construction cost for the Phase 1 and Phase 2 portions of the project, not including soft costs is as follows: PHASE ONE a) Marina Harbour Esplanade & Infrastructure $25,000,000 b) Convention Center & Exhibition Hall $50,000,000 c) Performing Arts Center & Library $45,000,000 d) 1,200 Garage Car Park & Municipal Of ces $30,000,000 Total PHASE ONE $150,000,000 PHASE TWO a) 300 Key Full Service Hotel $70,000,000 b) Retail & Residential Village $85,000,000 Total PHASE TWO $155,000,000 TOTAL HARD COSTS PHASE 1 & 2 $310,000,000 2.C CONCEPT OF MIXED USE DEVELOPMENT MCM-BAP s proposal is based on a long-term land lease of the 23 acre property with Panama City. As part of this land lease, MCM- BAP will serve in two distinct capacities: Figure 4 - Legend A. Public Sector B. Hotel Parcel C. Retail & Residential D. Harbour I. As more fully discussed in the nancial considerations section, as part of Phase 1 MCM-BAP will offer Panama City a turnkey solution for the Phase 1 Development, pursuant to either a number of nancing options which may include but are not limited to, (a) a 30 year leaseback with monthly rental payments, or (b) a short term option which is based on an interest only 5 year grace period, following occupancy, with a 100% take out by Panama City at the end of the 5 th year, 8

186 2. PROJECT CONCEPT or (c) through tax exempt revenue bonds through a community development district expanding the existing CRA boundaries. II. In addition to Phase 1 MCM-BAP will serve as a Master Developer, responsible for master planning the balance of the property, into two (2) distinct development parcels refer to Figure (4). Each of these parcels will be developed by an association between MCM-BAP and independent 3rd parties, niche developers, specializing in the following real estate space: I. Lodging ii. Workforce Housing/Student Housing Each niche developer will enter into a long term sub lease agreement, which will be based on a minimum annual rent with annual escalation plus a participation rent. As part of this proposal, MCM-BAP has received expressions of interest from the three (3) following entities, interested in developing and operating the development parcels under a long term lease agreement with MCM-BAP: Lodging: Buffalo Lodging Advisors (BLA) Together with Ms. Marianela Hernandez Principal in MHPA Capital Group Workforce Housing: IDP Housing with Stratford Capital A conceptual illustrative rendered site plan (refer to Figure 1) shows the overall relationship between the proposed mixed use developments. Essentially, the proposed commercial development program is as follows: a) Full Service Hotel keys b) Luxury Affordable Rental Apartments units c) Ground Floor Retail*... 60,000 sq. ft. The planning and design of the 2 development parcels will be consistent with architectural criteria and guidelines authored by MCM-BAP with review and design approval by Panama City. 2.D ADDITIONAL CONSIDERATIONS I. The entire project will be LEED Silver Certi ed or higher. II. As part of the streetscape program along both Government Street, Harrison Avenue and the Waterfront Promenade, the proposed decorative street lights will feature a colorful banner that will feature a Panama City logo that will be the result of an art competition among local artist, in the region of the Panhandle. 9

187 2. PROJECT CONCEPT III. An MCM-BAP af liate will manage the parking on a fee basis with all net proceeds accruing to Panama City, while ensuring the ability for shared parking among the mixed-use development maximizing parking ef ciency, costs, and overall budget. We will incorporate nesting concepts for the different uses as well as automated fare collection. IV. In addition to the nancing options already mentioned, another method frequently used by MCM-BAP to capture cost savings would be to implement a Direct Purchase Order Program (DPO) in which the municipality buys materials direct from the vendor for potential tax savings. We have done this successfully in the last 5 years with the City of Miami Beach, Miami-Dade County Public Schools, Miami-Dade Water & Sewer and Carrfour Supportive Housing, realizing close to $4 million in total savings. With our past experience in successfully managing this program, MCM-BAP will be able to guide Panama City through this process should they choose to pursue this option. V. VIEW CORRIDOR The project plan has been planned to provide a view corridor along Harrison Avenue, connecting the urbanscape with the harbor views, on axis with a lighthouse restaurant on the west side of the harbor, as per Figure (5). Figure 5 10

188 3 Financial Considerations

189 3. FINANCIAL CONSIDERATIONS 3.A FINANCIAL CAPACITY i. Financial References Financial references for MCM-BAP are provided from the following sources: a. Maurici Llado, Executive Director, Sabadell Bank b. Adolfo Henriquez, Chairman, Gibraltar Bank c. Raul Valdes-Fauli Jr., President, Professional Bank d. Chuck Nielson, President, Nielson, Hoover & Associates e. Eduardo M. Balcazar, Sr. Vice President, Suntrust Bank ii. Recent History on Financing Similar Projects I-95 Managed Lanes a $140 million PPP in 2009, MCM in a JV with FCC, nanced a $140 million PPP roadway project for the State of Florida Department of Transportation (FDOT). The project involved the design/build/ nance of 7 miles of I- 5 road expansion from State Road 112 to the Golden Glades Interchange. The majority of construction on the project was funded by Sabadell Bank as the lead bank with Banco Santander as a substantial contributor. FDOT will complete paying off the nance in Mercado Panama a $135 million PPP, in 2012, MCM nanced a $135 million Public Market project in the City of Panama, Republic of Panama. Construction of the project was funded by Global Bank as lead bank with BICSA and BVBA as the remaining two members of the nance team. The project involved the redesign/build/ nance of the public marketplace for the city of Panama, which will be completed in 2015, with the government of Panama repaying the nance. iii. List of Projects in the Pipeline MCM-BAP is a special purpose vehicle formed to represent the JV between MCM Contractors and B&A Architects & Engineers. As such, MCM-BAP s sole purpose is the planning/design/construction and nance of the MARINA PARK project; and, to serve as master developer for the balance of the property. There are no other projects in the pipeline that could interfere with the MARINA PARK project. 11

190 3. FINANCIAL CONSIDERATIONS iv. Real Estate Portfolio The following is a sample of real estate projects by a B&A af liate. All of these projects were either for-sale residential /commercial projects sold on a condominium basis; or, nanced as market rental apartment and mixed-use projects under a pre-sale agreement with a publicly traded REIT and sold upon stabilization. These projects were developed between 2000 and 2007: The Aston Miami, FL 8,746 SF 226 Units 18,000 SF Retail 15 Stories Completion: 2004 Project Cost: $40 Million Project Sellout: $52 Million Architect: B&A Contractor: Bovis Lend Lease Lender: Regions Bank Douglas Grand Coral Gables, FL 3.14 acres 15 Rental Apartments 22,000 SF Of ce 47,000 SF Publix Market 8 Stories Completion: 2003 Project Cost: $30 Million Architect: B&A Contractor: BCA Lender: BankAtlantic 610 Clematis West Palm Beach, FL 3,000 SF Of ce 246 Units 12,000 SF Retail 8 Stories Completion: 2005 Project Cost: $65 Million Project Sellout: $80 Million Architect: B&A Contractor: Whiting-Turner Lender: BankAtlantic Brickell View Miami, FL 8,800 SF 323 Rental Apartments 16,000 SF Retail 37 Stories Completion: 2004 Project Cost: $75 Million Architect: B&A Contractor: Bovis Lend Lease Lender: AmSouth Bank Summitt Brickell Miami, FL 5,000 SF 405 Units 20,000 SF Retail 15 Stories Completion: 2005 Project Cost: $55 Million Architect: B&A Contractor: Bovis Lend Lease Lender: Wachovia Bank Los Altos, Casa de Campo Dominican Republic 12 acres 116 Units 3 Stories Completion: 2006 Project Cost: $57.8 Million Project Sellout: $83 Million Architect: Francisco Feaugas Contractor: Mobiliaria Arena Gorda 12

191 3. FINANCIAL CONSIDERATIONS 3.B STRUCTURE OF PROPOSAL MCM-BAP has structured the Proposal in two phases as more fully described below: I. MARINA PARK - Phase I In general: Execution of a 30 year lease - lease back agreement for the area designated for Phase 1, for a rental amount equivalent to the requisite amortization for the build out of the Phase 1 Improvements, (including hard and soft costs); we propose that the Lease back agreement will permit Panama City to purchase the lease during its term for the amount that MCM-BAP would be required to pay off the creditor; otherwise the Lease-Lease Back will expire by its own terms at the end of 30 years. Financing Options: There are numerous nancing options for both tax-exempt and non-tax-exempt nancing. We will be prepared to discuss in person a few that we consider realistic and which have been discussed with our Lender BA/Merrill Lynch and Financial Advisor, Dunlap and Associates together with Marshall Capital. Financial Structure: MCM-BAP as master developer will enter into land lease agreements with two niche developers identi ed previously for the development of parcels B and C. Those lease agreements will be based on a minimum annual rent payment plus a participation rent. MCM-BAP will share those annual land rents with Panama City based on an 80/20 split (ie. 80% to Panama City and 20% to MCM-BAP) 13

192 4 Experience of Offeror and Key Personnel

193 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL 4.A COMPANY BACKGROUND AND BUSINESS SUCCESS Bermello Ajamil & Partners, Inc. i. Primary type and nature of business: Multi-Disciplinary Consulting rm providing Architecture, Engineering, Planning, Interior Design, Landscape Architecture and Construction Services ii. Number of years in business: Established in Miami in 1 3. (Since 1 2 under current name) MCM Construction i. Primary type and nature of business: MCM is a closely held Miami-based Limited Liability Company specializing in public-private partnership, design-build, construction management and general contracting for the General Building Construction, Heavy Highway and Bridge Construction market sectors. ii. Number of years in business: Established in Miami in 1 83 (Since 2008 under current name). Greenberg Traurig i. Primary type and nature of business: Multidisciplinary Law Firm ii. Number of years in business: 46 Years Dunlap & Associates, Inc. i. Primary type and nature of business: Financial Consultants ii. Number of years in business: 18 Years Merchant Capital i. Primary type and nature of business: Investment Banker ii. Number of years in business: 27 Years Donald Grinberg, FAIA i. Primary type and nature of business: Convention Center Planning & Design ii. Number of years in business: 37 Years Walker Parking Consultants i. Primary type and nature of business: Parking Planning and Design Consultants ii. Number of years in business: 48 Years DDA Engineers i. Primary type and nature of business: Structural Engineering Consultants ii. Number of years in business: 44 Years HNGS Engineers i. Primary type and nature of business: M/E/P & Fire Protection Consulting Engineers ii. Number of years in business: 48 Years Tom Graboski Associates i. Primary type and nature of business: Environmental Graphic and Signage Design Firm ii. Number of years in business: 33 Years 14

194 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL The Spinnaker Group i. Primary type and nature of business: LEED Consulting & LEED Commissioning ii. Number of years in business: 10 Years EE&G Consultants i. Primary type and nature of business: Environmental Consultants ii. Number of years in business: 27 Years Bank of America / Merrill Lynch i. Primary type and nature of business: Financial Services ii. Number of years in business: 5 Years Winokur Group i. Primary type and nature of business: Real Estate Investments ii. Number of years in business: Newly formed in 2014 for the speci c purpose of this proposal PC Development Group i. Primary type and nature of business: Real Estate Development ii. Number of years in business: 11 Years 15

195 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL iii. SIMILAR PROJECT EXPERIENCE The following is a sample of projects that are similar to that being proposed in this proposal, including multi-use complexes, marinas, hotel, retail, auditorium, or convention centers / conferencing venues and parking facilities; OFFICE & RETAIL SBS Tower Miami, FL 2.5 acres 1,100 Parking Spaces 15,000 SF Retail 20 Stories; 16 Townhouse Units Project Cost: $27 Million Client: Terremark 232 Andalusia Coral Gables, FL 12,500 SF Site Area 28,000 SF Project Cost: $4.5 Million Client: Ralph Sanchez WATERFRONT PARKS & MARINA 404 Washington Miami Beach, FL 159,887 SF 38,000 SF Retail 156 Parking Spaces 3 Story Parking Garage 7 Stories Margaret Pace Park Miami, FL 8.25 acres Project Cost: $3 Million Agency Bahia Mar Berthing Capacity: 100 Mega Yachts Project Cost: $1.5 Million HOTELS Key West, FL 23 Acres Project Cost: $35 Million Fortune House Miami, FL 1.26 Acre Site Area 297 Units 1,895 SF Retail 342 Parking Spaces Project Cost: $25 Million Doral, FL Acre Site Area 240 Units Project Cost: $42 Million Four Seasons Hotel & Tower Miami, FL 1.8 Million SF 221 Hotel Rooms 1,000 Parking Spaces 70 Stories Project Cost: $225 Million Client: Millennium Partners 16

196 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL TOTAL PROJECTS BY TYPE: Number of projects by type built in Miami-Dade County Multi-Use Educational Medical Hotel ce Retail Auditorium Conference Parking B&A MCM Ft. Wayne, IN 160,000 SF Project Cost: $23 Million Client: Fort Wayne Allen County Ontario, O t i CA 225,000 SF 70,000 SF exhibit hall 20,000 SF ballroom Project Cost: $66 Million Client: City of Ontario, CA Santa Clara, CA 40,000 SF of 22,400 SF Project Cost: $37 Million Client: City of Santa Clara University of Miami Ring Theatre Coral Gables, FL 10,000 SF Project Cost: $1.5 Million Miami Senior High Miami, i FL 365,000 SF 94,000 SF Parking Garage 204 Parking Spaces Project Cost: $49 Million LIBRARIES University of Miami Storer Auditorium Coral Gables, FL 8,000 SF Project Cost: $3.2 Million Boca Raton, FL 46,000 SF Project Cost: $10 Million Client: City of Boca Raton White Plains, NY 30,000 SF Project Cost: $1.5 Million Client: White Plains Public Library Centereach, New York Project Cost: $168,000 17

197 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL RESIDENTIAL CONDOMINIUMS Miami, FL Retail: 11,000 SF Parking Capacity: 360 Project Cost: $40 Million SkylineonBrickell Miami, FL 3.37 acres Size: 35 Stories 360 Units Project Cost: $88 Million Miami, FL Project Cost: $9 Million PARKING STRUCTURES Museum Parking Garage Coral Gables, FL 633 Parking Spaces 8 Stories 12,000 SF Retail Project Cost: $12 Million Client: City of Coral Gables Port of Miami Parking Garage Miami, FL 2 Acres 720 Parking Spaces 4 Stories Project Cost: $4.5 Million SBS Tower Parking Garage Miami, FL 2.5 Acres 1,100 Parking Spaces 15,000 SF Retail 20 Stories, 16 Townhouse Units Project Cost: $27 Million Client: Terremark Miami, FL 324,000 SF 810 Parking Spaces 6 Stories Project Cost: $15 Million JHS North Parking Garage Miami, FL 281,000 SF 702 Parking Spaces 5 Stories Project Cost: $17 Million Client: Jackson Health System Government Parking Garage 90,512 SF 207 Parking Spaces 3 Stories Project Cost: $3.8 M 18

198 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL RENTAL HOUSING Coral Gables, FL 115,000 SF 38,000 SF Retail 570 Parking Spaces 195 Units Project Cost: $17 Million Summit Brickell Miami, i FL 20,879 SF Retail 15 Stories 4 Story Parking Garage, 536 Spaces 405 Units Project Cost: $55 Million Douglas Grand Coral Gables, FL 3.14 Acre Site Area 418 Parking Spaces 159 Units Project Cost: $23 Million Coral Gables, FL 300,000 SF 310 Units 50,000 SF Retail 9 Stories Project Cost: $52 Million Coral C lgables, FL 77,545 SF 38 Units 6 Stories Project Cost: $6.44 Million Coral Gables, FL 198,024 SF 116 Units 13 Stories Project Cost: $10 Million FINANCIAL ADVISOR CLIENT SUMMARY (LAST 17 YEARS) Market Sector Education Higher Education Private Public Water & Sewer Totals of Transactions Transaction Volume ($) $232,7 0,000 $704,1 0,000 $81,235,000 $10,8 6,6 7,724 $1,08,8 7,005 $13,004,80,72 19

199 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL iv. ORGANIZATIONAL CHART City of Panama City MCM-BAP, LLC Pedro Munilla WIlly A. Bermello, AIA, AICP Multidisciplinary Law Firm Greenberg Traurig Investment Banker Merchant Capital Financial Services Bank of America/ Merrill Lynch P/P/P Consultant Dunlap & Associates, Inc. Convention Center Planning & Design Donald Grinberg, FAIA Contractor MCM Real Estate Investment Winokur Group Real Estate Development PC Development Group The Spinnaker Group (M) B&A Architectural Engineering EE&G Consultants HNGS Engineers (M) MCM Subcontractors Walker Parking Consultants Tom Graboski Associates DDA Engineers (M) (M) - Minority Firms 20

200 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Resumes of Bermello Ajamil & Partners, Inc. Willy A. Bermello, AIA, AICP Willy Bermello is Chairman of the Board and Principal of Bermello Ajamil & Partners. With over 30 years of experience, his background includes a broad base of public and private projects, including development of large commercial facilities, educational facilities, hospitals and mixed-use developments. Mr. Bermello is recognized as one of the leading architects in South Florida. He has been involved with numerous state and local professional, civic and social organizations/institutions. He has received numerous honors and awards for his professional design work as well as his civic involvement within the community. Mr. Bermello is the recipient of numerous architecture and urban design awards, among them the Excellence in Architecture award from the Florida Association of AIA, Architect of the Year award from the Latin Builders Association and the Gold Medal in Architecture from the Association of Cuban Architects. Masters in Architecture & planning, University of Pennsylvania, 1 75 Bachelor in Architecture, University of Florida, 1 73 Registered Architect, State of Florida, Reg. No. AR

201 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Resumes of MCM Construction Jorge Munilla, CGC Pedro Munilla Erick Valderrama, CGC Jorge Munilla is the Co-Founder and President of Munilla Construction Management LLC (MCM). With over 35 years of construction and business experience, Jorge provides a full spectrum of leadership and executive support to the company in all areas of operations. He leads the company s Board of Directors and for the Medical Campus project will ensure that the company is meeting or exceeding its goals and the expectations of Miami Dade College. Jorge s goal-oriented and client satisfaction mentality has ensured the continued growth and strength of MCM over the past 30 years. Under Jorge s direction and leadership, MCM has built itself into an industry leading builder in South Florida, as well as being an ENR Top 400 Contractor and ranked the 7th Largest Hispanic- Owned Construction Company throughout the United States by Hispanic Business Magazine. Jorge is also actively involved in several organizations in the construction industry such as the Latin Builders Association, and he is a Board Member, and immediate past President of the South Florida Association of General Contractors. He is also an af liate of the Greater Miami Chamber of Commerce and is a current member of The Dean s Council for FIU s School of Business. Jorge graduated from Florida International University in 1 7 with a Bachelor of Arts in Business Administration. Florida Certi ed General Contractor, CGC Pedro is a Vice President and part owner of MCM. Upon joining MCM over 20 years ago, Pedro strengthened the core leadership of the company and led the strategic growth and business development programs within the organization. Part of the strategic growth of the company was to venture into development and revitalization projects throughout the area by constructing schools, housing buildings, and civil projects to strengthen local communities. Pedro s initiative is also the driving force behind the national and international joint ventures MCM has formed over the years in business, nancing, and real estate. Pedro s 30-plus years of experience in law and business helps the team foster relationships with current and future business partners, who are critical to the success of the Miami Dade College Medical Campus project. A sense of community and civic involvement has always been important to Pedro and his family. He currently serves as a Trustee for the United Way of Miami-Dade County and serves on the Board of Directors for the Florida Transportation Builders Association and the Latin Builders Association. Pedro and his ve Munilla brothers also created the Munilla Family Foundation, a philanthropic organization dedicated to supporting local charitable initiatives. Pedro earned a Juris Doctor degree in 1 82 from the University of Miami as well as a Bachelor of Arts in Business Administration in 1 7. Erick Valderrama has 23 years of construction experience in the local South Florida market. He is a Civil Engineering graduate of Florida International University, is a Certi ed General Contractor and LEED Green Associate. He currently serves on Florida International University Alumni Association Board of Directors, and is Executive Board of Director with the Latin Builder s Association. His diverse experience during his career includes management of construction operations, risk management, and estimating. Erick is currently the executive overseeing contract negotiations, estimating, and purchasing. He also collaborates with the project owner, government agencies, and design teams. BS in Civil Engineering, Florida International University, 1 5 Florida Certi ed General Contractor, CGC Civil Engineering Intern (E.I.), FL 4 7ET183 22

202 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS PC Development Group John W. Darrah Chairman & CEO PC Development Group Inc. & JD Marine Development Inc. - Owns and manages 2 marinas with various nearby of ce buildings for future development as custom townhouses and businesses on the water. JWD Investments LLC - Invests in and supports new companies (such as Ventures Healthcare of Gainesville and MST Inc), and local real estate development like 2816 W 11th St. of ce complex. Chairman & CEO (largest shareholder), JACO Management, Inc. - Designed, built, and now manages three 40,000 ft2 outpatient clinic buildings for the US Veterans Administration. Chairman, Specialty Vehicles Incorporated - Markets specialized vehicles, (including mobility challenged designs) throughout the Southeast. Fleet Service and Equipment Company, DBA Fleetco - Manufactures, repairs and performs custom modi cations on trucks, trailers, tankers, etc., throughout the Southeast. United States Military Academy, West Point, NY - B.S. Engineering (note I am a 2nd generation USMA grad, and my son is a USCGA grad) Trenton State, NJ - MBA prerequisites Other Graduate Training - Economic Concepts, Computer Applications, Plant Manager Course, Leadership Development, uality Control, Kempner-Trego Managerial Analytics, Motivation Principles, Managerial Analytics - Marketing, and Supervisory Management Donald Grinberg, FAIA Don Grinberg, FAIA Don Grinberg, FAIA is one of the nation s leading architects specializing in the planning, programming and design of pubic assembly facilities. His work is especially known for its sensitivity to local context and urban settings, market and business success, and operational ef ciency. He has worked on more than fty convention and civic center or multi-purpose sports projects in the US and abroad, and has particularly strong skills in assisting clients with pre-design project startup tasks such as site analysis and selection, feasibility studies, building programming, planning capital improvement expansion/renovation programs; and with the critical early conceptual and schematic design stages through to post-occupancy analysis. He also has experience in program management roles and as a participant on multi-disciplinary design/build teams. All of his work is founded on a deep commitment to user and stakeholder participation as a critical feature of successful proj ects. His perspective on industry trends is regularly reported in the national industry press, and he is a frequent speaker on a variety of topics of concern to civic leaders, building managers and other industry participants. Since late 2010 Don Grinberg has been working as an independent consultant based in Boston and San Francisco. He previously spent eighteen years as National Director of Convention Center Architecture for Kansas Citybased HNTB where he was a Principal Architect. Before assuming his national role he began and managed HNTB s architectural practice in Boston. His career also has encompassed a number of urban design, mass transit, and aviation facility projects. He is a scholar of Dutch architecture and the author of the book Housing in the Netherlands and several articles about social housing in Holland where he received his second advanced degree in architecture. Merchant Capital Rhett J Holmes As president of IDP Housing, Rhett is involved in business development, oversees all operations and nance of the company while cultivating strong and solid business relationships. Prior to IDP Housing, Rhett was a principal in Ambling companies and its af liates. He was directly responsible for the strategic direction and planning of its real estate acquisitions, development, and property management af liates through his oversight of Ambling Property Investments. Rhett holds a bachelor s degree in business administration with a major in nance from the University of Georgia. He currently serves on the board of directors for both the National Housing & Rehabilitation Association (NH&RA) and the Georgia Affordable Housing Coalition (GAHC). 23

203 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Resumes of Greenberg Traurig Lucia A. Dougherty Mario Garcia-Serra Carlos R. Lago Lucia A. Dougherty, Co-Chair of the Miami Land Development & oning Practice of international law rm Greenberg Traurig, has wide-ranging experience as a land use and zoning attorney in Miami-Dade County. She concentrates her practice on administrative law, land development, government procurement and contracting, and property tax appeals. As a testament to her achievements and impacts on South Florida, she was named the Empress of the Skyline by South Florida CEO because of her representation of numerous high-rise projects throughout Miami and Miami Beach. Lucia represents major developers in securing governmental approvals for large-scale residential, commercial, mixed use, and/or retail projects before various municipal and county governments. Lucia also represents clients seeking Certi cates of Appropriateness for the development of historic properties or development within historic districts. She has extensive experience in securing liquor licenses, real property tax appeals, procurement matters and bid protests, special area plans, and various other government related approvals. Lucia received a master of laws degree in 1 80 in ocean and coastal law from the University of Miami School of Law, a law degree in 1 75 from Oklahoma City University School of Law, a master s degree in library science in 1 72 from the University of Oklahoma, and a bachelor s degree in 1 71 from Syracuse University. Florida Bar License Mario Garcia-Serra, Co-Chair of the Miami Land Development & oning Group of international law rm Greenberg Traurig, focuses his practice on local government law, particularly land use and zoning, and development law. Mario routinely represents major developers before local government boards and regulatory agencies. In South Florida, he has been involved in obtaining the necessary development approvals for numerous major highrise residential condominium and rental projects, commercial and institutional buildings, single-family residential developments, and public/ private projects. He has extensive experience with the governments of Miami-Dade County and with almost all of the municipalities within Miami-Dade County, including the cities of Miami, Coral Gables, Miami Beach, North Miami and Aventura, as well as regional agencies such as the South Florida Regional Planning Council and the South Florida Water Management District. As part of his deep involvement in local politics, he has served as a campaign fundraiser for various local and state elected of cials. Mario received a law degree, magna cum laude, in 2002 from the University of Miami School of Law. He received a bachelor s degree in political science, cum laude, in 1 8 from Harvard University. Florida Bar License 6150 Carlos R. Lago, an associate in the Miami Real Estate Practice Group of international law rm Greenberg Traurig, focuses his practice on land use, zoning and governmental affairs. Prior to joining the rm, Carlos was the chief of staff for the largest hospital system in Florida, managing the health system s legislative agenda at the local, state and federal levels. He was also senior policy analyst for Miami City Commissioner Francis Suarez, working directly with the commissioner and city administration on legislative and policy items related to land use, planning, zoning and outdoor media. Carlos professional and community involvement includes serving as Director of Locust Projects and as a volunteer with the Lawyers Committee for Civil Rights Under the Law. He has received awards and accolades throughout his career. In recent years, these have included: Member, Winning Team, Chambers USA Award for Excellence, Real Estate, 2013; and Team Member, The Legal 500 United States, Top Tier Firm in Real Estate, Carlos received a law degree in 200 from Florida International University, a master s degree in business administration in 2005 from the University of Miami, and a bachelor s degree in 2003 from Florida International University. Florida Bar License

204 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Resumes of Sub-Consultants Dunlap & Associates, Inc. Craig Dunlap Mr. Dunlap has more than 43 years of experience as a economist, nancial advisor and an underwriter. He is the most experienced nancial advisor in the State of Florida. His expertise includes: tax-exempt and taxable bonds, notes, and bank nancings, derivative products, general obligation, utility system, public facilities, public improvement, tax increment, capital improvement, guaranteed entitlement, public service tax, pooled loans, community redevelopment agencies, community development districts, counties, universities, convention center/hotel, public power, joint agency nancing programs, airports, ports, health facilities, water and sewer, economic development, and school districts, to mention a few. While employed at the State of Florida Division of Bond Finance, he was responsible for the issuance of Higher Education Bonds and several Parking, Housing, and other Auxiliary debt on behalf of State Universities. MBA, University of North Dakota BA, Florida State University Walker Parking Consultants Uday A. Kirtikar, P.E. Uday Kirtikar serves as Vice President and Managing Principal of the Florida of ce of Walker Parking Consultants. He has more than 40 years of experience in the planning and design of parking structures. He has been individually responsible for design or restoration engineering of over 150 parking facilities and numerous parking studies. His experience includes project management, master planning, parking consulting, structural engineering, construction administration and the development of performance speci cations for traditional design-bid-build and design-build projects. Master of Business Administration, Western Michigan University Master of Science in Engineering, University of Michigan Bachelor of Technology in Civil Engineering, Indian Institute of Technology Registered Professional Engineer in the Florida, Reg. No The Spinnaker Group Rob Hink, LEED AP, BD+C/OM/ND Rob Hink is the Principal and Senior Vice President at The Spinnaker Group; a rm that has been involved in the design of over 60 LEED certi ed projects and is currently involved in more than 200 LEED projects. The rm has also provided commissioning services on more than 500 million square feet of buildings. Rob is a Past President of the USGBC South Florida Chapter and has achieved the prestigious title of USGBC LEED Faculty. Rob has been involved with USGBC governance for more than 8 years. Rob has more than a decade of full-time green-design and commissioning experience, and more than 25 years experience in facilities management, project management and energy management, and control systems. BS Mechanical Engineering, US Naval Academy LEED AP ( 66512) BD C, EB, ND DDA Engineers Pedro DuQuesne, P.E. Mr. Du uesne has been part of DDA since His philosophy is to render structural engineering services in a comprehensive, creative and professional manner working with clients to achieve and exceed their expectations. His experience includes the design of numerous private, commercial and government projects including steel, concrete and composite structures some of which include the South Miami Hospital Clinical Expansion; UM Miller School of Medicine; UM Clinical Research Building & Parking Garage; MDC Hialeah Campus & Parking Garage; MDC Inter American Campus. Bachelor of Science, Civil Engineering, Louisiana State University 1 71 Registered Professional Engineer Florida, Reg. No HNGS Engineers Enrique J. Suarez, P.E. Enrique Suarez has more than 41 years experience providing M/E/P & Technical Consultation for projects such as health care facilities, of ce buildings, educational facilities, apartment buildings, hotels, and mixed-use developments. He joined HNGS in 1 72 and has been a Principal in the rm since Responsibilities include: Heating, Ventilation, A/C, Fire Protection and Plumbing design and construction management. Some of the special systems include Hospital Medical Gases, Solar Water Heating Systems and Energy Conservation Studies, and Sewage Disposal. Bachelor of Science in Mechanical Engineering, University of Miami, Registered Professional Engineer in the Florida, Reg. No Tom Graboski Associates Tom Graboski Tom Graboski founded Tom Graboski Associates in 1 80, specializing in way nding, environmental graphics, and signage design. He has developed environmental graphics programs for a broad range of clients, including Royal Caribbean International, Disney Development, Bascom Palmer Eye Institute, the Marriott Corporation, the University of Miami, Baptist Health South Florida, and various Cities. A member of the Society for Environmental Graphic Design, the Industrial Design Society of America, and the American Institute of Graphic Arts, he has been the recipient of many local and national awards. His work has been published extensively, both nationally and internationally. Masters in Urban Design, University of Miami School of Architecture,

205 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Resumes of Sub-Consultants EE&G Environmental Craig Clevenger, P.G. Mr. Clevenger is a Florida-registered Professional Geologist with over 20 years of experience in the environmental consulting eld involving the management of Real Estate Due Diligence Assessments; Contamination and Site Assessments; design and implementation of remedial and monitoring systems; the preparation of professional CAP, CAR, SAR, RAP and MOP reports; RBCA Risk Assessments and Feasibility Studies; Expert Witness Testimony; Brown elds, and associated regulatory agency contact. Mr. Clevenger manages the Hazardous Substance Practice Area division of EE&G, which includes due diligence assessments, expanded site assessments, design/remediation of impacted sites, and Brown elds Redevelopment consulting. Mr. Clevenger has managed thousands of assessment projects across the State of Florida and southern United States. BS Comprehensive Geology, Southwest Missouri State University, 1 87 Bank of America/ Merrill Lynch Ted Matozzo Senior Banking Coverage Related Experience: Mr. Matozzo has over 16 years of municipal nance experience with speci c focus on the non-pro t and higher education market. Mr. Matozzo has extensive experience implementing a variety of nancing structures and has provided in-depth credit review and analysis, strategic solutions, and quantitative analysis for BofAML s clients. He has served as banker on nancings for: Florida State University, Woodruff Arts Center, New York University, Emory University, University of Pennsylvania, Florida Atlantic University, Regent University, Nova Southeastern University, Georgia Institute of Technology, Florida Institute of Technology, Barry University, and the University of Tampa, among many others. M.B.A. New York University; B.A. Villanova University; FINRA Series 7 and 63 licensed. Professional Geologist, Florida,

206 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Small Business & Minority Participation The MCM BAP Team recognizes that we have a personal and professional responsibility to reach out to local Panama City and minority-owned rms and is committed to providing development opportunities for them. The MCM-BAP Team continually works with local rms assisting them in professional development by providing support, guidance and a work ow knowledge that they can use to plan and grow their own business. As the 7th largest Hispanic owned General Contractor in the United States whose roots began in Miami in 1 83, the hiring of local small business and minority employees and subcontractors is an integral part of MCM s culture. As a Section 3 Certi ed contractor with a staff made up of more than 80% minority personnel, MCM actively engages in equal employment opportunities and initiatives when hiring at every position. MCM has designed its plan to build relationships at the community level, thus ensuring the success of hiring both local small and minority individuals and businesses as indicated in its proven track record. B&A, originally founded in 1 3 in Miami, is an outstanding minority-owned business and stands as an exemplary model for other minority rms to follow. B&A continues to be under ownership that is primarily 5% Hispanic and is ranked in the Top 300 Hispanic Owned Companies in the United States. B&A is a success story of minority programs and as such, we have a strong belief in supporting similar betterment programs even if there is no particular minority requirement on the projects we are pursuing. B&A commits to a minority participation for A/E consulting services on the Project. 27

207 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Licenses & Registrations 28

208 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Licenses & Registrations 29

209 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Licenses & Registrations 30

210 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Licenses & Registrations 31

211 4. EXPERIENCE OF OFFEROR AND KEY PERSONNEL v. TEAM QUALIFICATIONS Licenses & Registrations 32

212 5 References

213 REFERENCES 5 REFERENCES Joint Venture References Bill Johnson, Director Port Miami/ Miami-Dade County 1015 N. America Way, 2nd Floor Miami, FL BJ4@miamidade.gov Mark Rosenberg, President Florida International University (FIU) SW 8th Street, PC 528 Miami, FL Mark.Rosenberg@ u.edu Alberto Carvalho, Superintendent Miami-Dade County Public Schools 1450 N.E. Second Avenue, 912 Miami, FL Superintendent sof ce@dadeschools.net Bermello Ajamil & Partners, Inc. Peter J. Dolara, Sr. Vice President (Retired) American Airlines 201 Alhambra Circle, Coral Gables, FL peter.dolara@aa.com Brian Keeley, President/CEO Baptist Health South 8900 North Kendall Drive, Miami, FL ; briank@baptisthealth.net Raul Valdes Fauli, Jr., President Professional Bank 1567 San Remo Avenue, Coral Gables, FL rvaldes-fauli@professionalbank.com MCM Construction Eduardo M. Balcazar, Sr. Vice President Suntrust Bank 777 Brickell Avenue, 4th Floor, Miami, FL eduardo.balcazar@suntrust.com Chuck Nielson, President (Bonding Agent) Nielson, Hoover & Associates 8000 Governors Square Blvd, Miami Lakes, FL cjnielson@nielsonbonds.com Sonia Paneque, VP/Account Executive AON Construction Services Group 1001 Brickell Bay Drive, Ste 100 Miami, FL sonia.paneque@aon.com 33

214 REFERENCES 5 REFERENCES Financial Rerefences Maurici Llado Executive Director Sabadell Bank 1111 Bricke ll Avenue, Suite 3010 Miami, FL Chuck Nielson President Hoover & Assoc Governors Square Blvd., Suite 101 Miami Lakes, FL Adolfo Henriquez Chairman Gibraltar Bank 55 Alhambra Plaza Coral Gables, FL Eduardo M. Balcazar Sr. Vice President 777 Brickell Avenue 2nd Floor Miami, FL Raul Valdez-Fauli Jr. President Professional Bank 1567 San Remo Avenue Coral Gables, FL

215 6 Appendices