THE REDEVELOPMENT AUTHORITY OF THE CITY OF SCRANTON, PENNSYLVANIA (Lackawanna County, Pennsylvania)

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1 NEW ISSUE Book-Entry Only See RATING herein In the opinion of Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel, assuming continuing compliance by the Issuer and the City with certain covenants to comply with provisions of the Internal Revenue Code of 1986, as amended (the Code ) and any applicable regulations thereunder, interest on the 2016A Bonds is not includable in gross income under Section 103(a) of the Code and interest on the 2016A Bonds is not an item of tax preference for purposes of the federal individual and corporate alternative minimum taxes, see TAX MATTERS 2016A Bonds Tax Exemption in this Official Statement. Other provisions of the Code may affect purchasers and holders of the 2016A Bonds. See TAX MATTERS 2016A Bonds - Federal Tax Laws herein for a brief description of these provisions. Interest on the 2016AA Bonds is not excludable from gross income of the holders of the 2016AA Bonds for federal income tax purposes under Section 103(a) of the Code. Under the laws of the Commonwealth of Pennsylvania, the Bonds and interest on the Bonds shall be free from taxation for State and local purposes within the Commonwealth of Pennsylvania, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied or assessed directly on the Bonds or the interest thereon. Under the laws of the Commonwealth of Pennsylvania, profits, gains or income derived from the sale, exchange or other disposition of the Bonds shall be subject to State and local taxation within the Commonwealth of Pennsylvania. THE REDEVELOPMENT AUTHORITY OF THE CITY OF SCRANTON, PENNSYLVANIA (Lackawanna County, Pennsylvania) $29,810,000 Guaranteed Lease Revenue Bonds, Series A of 2016 $7,920,000 Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) Dated: Date of Delivery Due: As shown on inside cover The $29,810,000 Guaranteed Lease Revenue Bonds, Series A of 2016 (the 2016A Bonds ) and the $7,920,000 Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) (the 2016AA Bonds and, together with 2016A Bonds, the Bonds ) of The Redevelopment Authority of the City of Scranton, Pennsylvania (the Issuer ) are issuable only in fully registered form, without coupons and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Bonds. Beneficial ownership interests in the Bonds will be recorded in bookentry only form in denominations of $5,000 or any integral multiple thereof. Principal of and interest on the Bonds are payable directly to Cede & Co. for redistribution to DTC Participants and in turn to Beneficial Owners as described herein. Interest will be payable on May 15 and November 15 of each year that the Bonds are outstanding, commencing on November 15, Purchasers will not receive physical delivery of certificates representing their ownership interests in the Bonds purchased. For so long as any purchaser is the Beneficial Owner of a Bond, such purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Bonds. Sec BOOK-ENTRY ONLY SYSTEM herein. Proceeds from the sale of the Bonds will be used for (a) the acquisition by the Issuer of the leasehold interest in the Leased Premises pursuant to the Lease Agreement (the Lease ) between the Issuer and the City of Scranton, Pennsylvania (the City or the Borrower ) and (b) the payment of the costs of issuing the Bonds. The City will use the proceeds received from the Issuer under the Lease to (a) fund a settlement award pursuant to a settlement agreement with the Fraternal Order of Police, Lodge 2 and the Fire Fighters Local Union 60 of the International Association of Fire Fighters, under which the City has agreed to make certain payments of back pay and certain contributions to the retirement plans of the members represented by such unions, and (b) refund the Issuer s outstanding Guaranteed Variable Rate Demand Lease Revenue Bonds, Series of 2008, issued for the benefit of the City. The Bonds are subject to optional and mandatory redemption prior to their stated maturity dates, as provided herein. The Bonds are payable solely from, and are secured by an assignment and pledge of, (1) payments to be received by the Issuer from the City pursuant to the Sublease and Guaranty Agreement between the Issuer and the City (the Sublease and together with the Lease, the Financing Agreement ), and (ii) from Bond proceeds and other moneys on deposit in the funds and accounts established and pledged therefor under the Trust Indenture dated as of June 1, 2016 (the Indenture ), between the Issuer and Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania (the Trustee ). The City s guaranty of the payment of debt service on the Bonds as evidenced by the Sublease constitutes a general obligation of the City and the full faith and credit and taxing power of the City is pledged to the payment of such amounts. The City has been determined by the Pennsylvania Department of Community and Economic Development to be a distressed municipality under Pennsylvania s Act 47 (as defined herein). There can be no assurances or representations that revenues realized from the City will be in sufficient amounts or that the City will be able to generate enough revenue through its taxing and other powers to pay sublease payments due under the Sublease and other payments necessary to meet the obligations of the City. The City currently relies upon cash flow and deficit financings to address structural deficiencies in its operating budget and to provide sufficient funds to pay its operating expenses and liabilities. See THE CITY S ACT 47 DESIGNATION herein. Investment in the Bonds represents certain material credit and other risks to the holders thereof. See BONDHOLDERS RISKS herein for a more detailed description of certain risks to bondholders. Prospective investors should read this Official Statement in its entirety, including all Appendices, before making any investment decision. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER AND ARE PAYABLE SOLELY FROM THE SOURCES REFERRED TO IN THE INDENTURE AND DESCRIBED HEREIN, AND THE BONDS SHALL NOT BE OR BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY PURSUANT TO THE SUBLEASE. NONE OF THE COMMONWEALTH OF PENNSYLVANIA NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN CITY PURSUANT TO THE SUBLEASE, IS OR SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY PURSUANT TO THE SUBLEASE, IS PLEDGED TO SUCH PAYMENT. THE ISSUER HAS NO TAXING POWER. The City has agreed to provide, or cause to be provided, in a timely manner, certain information in accordance with the requirements of Rule 15c2-12, as promulgated under the Securities Exchange Act of 1934, as amended and interpreted (the Rule ). See CONTINUING DISCLOSURE UNDERTAKING herein. The Bonds are offered when, as and if issued by the Issuer and received by the Underwriters, subject to prior sale and subject to the receipt of the approving legal opinion to be issued by Stevens & Lee, P.C., Scranton, Pennsylvania, Bond Counsel. Certain additional matters will be passed upon for the Issuer by its solicitor, Walker & Comerford Law LLC, Scranton, Pennsylvania; for the City by its solicitor, Jason Shrive, Esq., City Solicitor, Scranton, Pennsylvania; and for the Underwriters by their counsel, Saul Ewing LLP, Philadelphia, Pennsylvania. Public Financial Management, Inc., Harrisburg, Pennsylvania, will act as Financial Advisor to the City. The Bonds are expected to be available for delivery to DTC on or about June 28, Citigroup This Official Statement is dated June 22, 2016 IFS Securities

2 THE REDEVELOPMENT AUTHORITY OF THE CITY OF SCRANTON, PENNSYLVANIA (Lackawanna County, Pennsylvania) $29,810,000 Guaranteed Lease Revenue Bonds, Series A of 2016 consisting of $7,805, % Term Bonds due November 15, 2021; Price ; Yield 3.750%; CUSIP ** 81080LAF3 $22,005, % Term Bonds due November 15, 2028; Price * ; Yield 4.125% * ; CUSIP ** 81080LAG1 $7,920,000 Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) consisting of $7,920, % Term Bonds due November 15, 2026; Price ; Yield 5.500%; CUSIP ** 81080LAH9 * Price/yield to call date of May 15, ** The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Issuer, the Borrower or the Underwriters, and such parties are not responsible for the selection or use of CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based upon a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. None of the Issuer, the Borrower or the Underwriters have agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

3 SUMMARY STATEMENT This Summary Statement is subject in all respects to more complete information set forth in this Official Statement. No person is authorized to detach this Summary Statement from this Official Statement or to otherwise use it without the entire Official Statement. Issuer... The Redevelopment Authority of the City of Scranton, Pennsylvania is a public instrumentality and a body corporate and politic of the Commonwealth of Pennsylvania created pursuant to the Pennsylvania Urban Redevelopment Law, Act of May 24, 1945, Public Law 991 (35 P.S. section 1701 et. seq.) (the Act ). Borrower... City of Scranton, Lackawanna County, Pennsylvania (the Borrower or the City ). The City has been determined to be a distressed municipality under Pennsylvania s Municipalities Financial Recovery Act, Act No. 47 of 1987, as amended and supplemented ( Act 47 ). See PENNSYLVANIA MUNICIPALITIES FINANCIAL RECOVERY ACT (ACT 47) and THE CITY S ACT 47 DESIGNATION herein. Bonds... $29,810,000 aggregate principal amount Guaranteed Lease Revenue Bonds, Series A of 2016 (the 2016A Bonds ) and $7,920,000 aggregate principal amount Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) (the 2016AA Bonds and, together with the 2016A Bonds, the Bonds ). The Bonds will be dated their date of delivery and will mature as shown in the bond maturity schedules on the inside front cover page of this Official Statement. Interest on the Bonds is payable initially on November 15, 2016, and on each May 15 and November 15 thereafter. See DESCRIPTION OF THE BONDS herein. Redemption Provisions... The Bonds are subject to optional and mandatory redemption prior to their stated maturity dates. See REDEMPTION OF BONDS herein. Form of Bonds... Book-Entry Only Application of Proceeds... Proceeds from the sale of the Bonds will be used for (a) the acquisition by the Issuer of the leasehold interest in the Leased Premises from the City pursuant to the Lease Agreement and (b) the payment of the costs of issuance of the Bonds. The City will use the proceeds received from the Issuer under the Lease to (a) fund a settlement award pursuant to a settlement agreement with the Fraternal Order of Police, Lodge 2 and the Fire Fighters Local Union 60 of the International Association of Fire Fighters, under which the City has agreed to make certain payments of back pay and certain contributions to the retirement plans of the members represented by such unions, and (b) refund the Issuer s outstanding Guaranteed Variable Rate Demand Lease Revenue Bonds, Series of 2008, issued for the benefit of the City. See ESTIMATED SOURCES AND USES OF FUNDS herein. Security... The Bonds are limited obligations of the Issuer payable solely from pledged revenues and other moneys held for that purpose under the Indenture and all payments required to be paid by the City pursuant to the Sublease (except for the Issuer s right to receive administrative fees and expenses and indemnification). The City s guaranty of the payment of debt service on the Bonds as evidenced by the Sublease constitutes a general

4 obligation of the City and the full faith and credit and taxing power of the City is pledged to the payment of such amounts. The Bonds shall not be or be deemed an obligation of the Commonwealth of Pennsylvania or any other political subdivision thereof, other than the Borrower pursuant to the Sublease. None of the Commonwealth of Pennsylvania nor any other political subdivision thereof, other than the Borrower pursuant to the Sublease is or shall be obligated to pay the principal of or premium, if any, or interest on the Bonds, and neither the faith and credit nor the taxing power of the Commonwealth of Pennsylvania or any other political subdivision thereof, other than the Borrower pursuant to the Sublease, is pledged to such payment. The Issuer has no taxing power. The Issuer s leasehold interest in the real estate is not being pledged as security for the Bonds and should not be considered by bondholders as security for the Bonds. Bond Rating... The Bonds have received a credit rating of BB (stable outlook) from S&P Global Ratings. See RATING herein. Continuing Disclosure Undertaking... The City has agreed to provide, or cause to be provided, in a timely manner, certain information in accordance with the requirements of Rule 15c2-12, as promulgated under the Securities Exchange Act of 1934, as amended and interpreted (the Rule ). See CONTINUING DISCLOSURE UNDERTAKING herein.

5 THE REDEVELOPMENT AUTHORITY OF THE CITY OF SCRANTON, PENNSYLVANIA 538 Spruce Street, Suite 812 Scranton, PA Phone: (570) ISSUER BOARD Joseph Healey Jonathon Krieger Robert Timlin Ario Savinelli Gene Teserovich Chairman Vice Chair Secretary Member Member ISSUER SOLICITOR Walker & Comerford Law LLC Scranton, Pennsylvania CITY OF SCRANTON (Lackawanna County, Pennsylvania) Joseph Wechsler Pat Rogan William Gaughan Wayne Evans Tim Perry City Council President Council Member Council Member Council Member Council Member Administration William Courtright Roseann Novembrino David Bulzoni Wayne Beck Lori Reed Jason Shrive, Esquire Mayor City Controller Business Administrator Treasurer City Clerk City Solicitor BOND COUNSEL Stevens & Lee, P.C. Scranton, Pennsylvania TRUSTEE Manufacturers and Traders Trust Company Harrisburg, Pennsylvania FINANCIAL ADVISOR Public Financial Management, Inc. Harrisburg, Pennsylvania

6 No dealer, broker or any other person has been authorized by the Issuer to give any information or make any representation, other than those contained in this Official Statement, and if given or made, such other information and representation must not be relied upon. 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 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The information set forth herein has been obtained from the Issuer and from other sources which are believed to be reliable, but the Issuer does not guarantee the accuracy or completeness of information from sources other than the Issuer. 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 any of the information set forth herein since the date hereof. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and 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 order and placement of materials in this Official Statement, including the Appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. The offering of the Bonds is made only by means of this entire Official Statement. This Official Statement is deemed final by the Issuer and the Borrower within the meaning of Rule 15c2-12(b) under the Securities Exchange Act of IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS OR THE RESOLUTION IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF CERTAIN STATES, IF ANY, IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as project, plan, expect, estimate, anticipate, budget, intend or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE: (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES; (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES; AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT WILL PROVE TO BE ACCURATE.

7 TABLE OF CONTENTS INTRODUCTORY STATEMENT... 1 THE ISSUER... 1 THE BORROWER... 1 THE BONDS... 2 Registration, Transfer and Exchange of Bonds... 3 Book-Entry Only System... 3 Mutilated, Lost, Stolen, or Destroyed Bonds... 5 REDEMPTION OF BONDS... 5 Notice of Redemption... 5 Manner of Redemption... 5 Mandatory Redemption... 6 Optional Redemption... 7 SECURITY FOR THE BONDS... 8 USE OF PROCEEDS... 8 ESTIMATED SOURCES AND USES OF FUNDS... 9 DEBT SERVICE REQUIREMENTS... 9 THE LEASE Lease of Leased Premises Lease Rental Payment Impositions and Insurance Repairs, Alterations and Replacements Limitation of Liability of Issuer Under the Lease No Recourse as to Issuer THE SUBLEASE Sublease of Leased Premises Sublease Rental Payments a General Obligation of the Borrower Guaranty of Debt Service Impositions and Insurance Damage to Lease Premises; No Rent Abatement Improvements Indemnification Limitation of Liability of Issuer Under the Sublease No Recourse as to Issuer Bondholders as Third Party Beneficiaries Discharge of Guaranty Events of Default Remedies Amendments Covenant Related to Single Point Paying Agent THE INDENTURE Trustee Pledge and Security Settlement Fund Project Fund Bond Fund Rebate Fund Investment of Funds Events of Default Remedies Upon an Event of Default Application of Moneys Rights and Remedies of Holders Right of Holders to Direct Proceedings Waivers of Events of Default Termination of Proceedings Supplemental Indentures Page i

8 Defeasance Limitation of Rights; No Personal Recourse Covenant Not to Sue PENNSYLVANIA MUNICIPALITIES FINANCIAL RECOVERY ACT (ACT 47) THE CITY S ACT 47 DESIGNATION Recovery Plan Mandates Monetization of Scranton Sewer Authority Assets Monetization of Scranton Parking Authority Assets BONDHOLDERS RISKS General Limited Obligations No Security Interest in Real Estate Factors Affecting the Financial Condition of the City Success of Recovery Plan Implementation Pension Plans Legal and Equitable Limitations Limitation on the Remedies Under Bankruptcy Risk of Audit by Internal Revenue Service Tax Anticipation Note CERTAIN AVAILABLE REMEDIES Remedies Under the Debt Act Remedies Under Court Issued Writ of Mandamus Remedies Under Act TAX MATTERS 2016A BONDS Federal Tax Laws Tax Exemption Regulations, Future Legislation TAX MATTERS 2016AA BONDS Federal Income Tax Treatment of the 2016AA Bonds Additional Federal Income Tax Consequences Relating to the 2016AA Bonds Taxability of Stated Interest and Principal of 2016AA Bonds Market Discount Acquisition Premium Sale or Redemption of the 2016AA Bonds Medicare Tax Backup Withholding Foreign Holders State Tax Matters LITIGATION Issuer City LEGAL MATTERS FINANCIAL ADVISOR SUITABILITY OF BONDS FOR INVESTMENT LEGALITY FOR INVESTMENT CONTINUING DISCLOSURE UNDERTAKING Filing History (Previous Five Years) Continuing Disclosure Policy RATING UNDERWRITING MISCELLANEOUS MATTERS ii

9 APPENDIX A Summary of Financial Factors of the City APPENDIX B Description of the City APPENDIX C The City s Current Financial Recovery Plan APPENDIX D Audited General Fund Financial Statements of the City for the Fiscal Year ended December 31, 2014 APPENDIX E Proposed Forms of Bond Counsel Opinions APPENDIX F Form of Continuing Disclosure Agreement This Table of Contents does not list all of the subjects in this Official Statement. In all instances, reference should he made to the complete Official Statement to determine the subjects set forth herein. iii

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11 OFFICIAL STATEMENT THE REDEVELOPMENT AUTHORITY OF THE CITY OF SCRANTON, PENNSYLVANIA (Lackawanna County, Pennsylvania) $29,810,000 Guaranteed Lease Revenue Bonds, Series A of 2016 INTRODUCTORY STATEMENT $7,920,000 Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) This Official Statement, which includes the Cover Page and the Appendices, is being distributed by The Redevelopment Authority of the City of Scranton, Pennsylvania (the Issuer ) to provide certain information with respect to the issuance of its $29,810,000 Guaranteed Lease Revenue Bonds, Series A of 2016 (the 2016A Bonds ) and its $7,920,000 Guaranteed Lease Revenue Bonds, Series AA of 2016 (Federally Taxable) (the 2016AA Bonds and, together with the 2016A Bonds, the Bonds ). The Bonds are being issued pursuant to a Trust Indenture dated as of June 1, 2016 (the Indenture ) between the Issuer and Manufacturers and Traders Trust Company, as Trustee (the Trustee ). The Issuer will lease from the City of Scranton, Pennsylvania, a Second Class A City, duly organized and validly existing under the laws of the Commonwealth (the Borrower or the City ), the Borrower s leasehold interest in certain real property (such leased premises being referred to herein as the Leased Premises ) pursuant to a Lease Agreement (the Lease ) dated as of June 1, 2016 between the Issuer and the Borrower. The Issuer will pay to the Borrower the proceeds of the Bonds, except for those proceeds of the Bonds used to pay costs associated with the issuance of the Bonds, as the full amount of rent due under the Lease. The City will use the proceeds received from the Issuer under the Lease to (a) fund a settlement award pursuant to a settlement agreement with the Fraternal Order of Police, Lodge 2 and the Fire Fighters Local Union 60 of the International Association of Fire Fighters, under which the City has agreed to make certain payments of back pay and certain contributions to the retirement plans of the members represented by such unions, and (b) refund the Issuer s outstanding Guaranteed Variable Rate Demand Lease Revenue Bonds, Series of 2008, issued for the benefit of the City. Concurrently with the execution and delivery of the Lease, the Issuer and the Borrower will enter into a Sublease and Guaranty Agreement (the Sublease and, together with the Lease, the Financing Agreement ) dated as of June 1, 2016 pursuant to which the Borrower will sublease the Leased Premises from the Issuer. Pursuant to the provisions of the Sublease, the Borrower will pay to the Trustee, as assignee of the Issuer, rent payable in the amounts and at the times to permit the Trustee to pay when due the principal of and interest on the Bonds as and when due under the Indenture ( Sublease Payments ). The Borrower has pledged under the Sublease its full faith and credit and taxing power for the full and timely payment of the Sublease Payments due under the Sublease and the Indenture. The Bonds are limited obligations of the Issuer, and the principal thereof and premium, if any, and interest thereon will be payable from, and secured by a pledge by the Issuer under the Indenture of, (i) the Sublease Payments required to be made by the Borrower under the Sublease and (ii) the moneys and obligations held by the Trustee in certain funds established under the Indenture. See SECURITY AND SOURCES OF PAYMENT FOR BONDS herein. THE ISSUER The Redevelopment Authority of the City of Scranton, Pennsylvania is a public instrumentality and a body corporate and politic of the Commonwealth of Pennsylvania created pursuant to the Pennsylvania Urban Redevelopment Act of May 24, 1945, Public Law 991 (35 P.S. section 1701 et. seq.) (the Act ). In order to carry out its corporate purposes, the Issuer is granted the power to issue bonds, to cooperate with the City and to enter into contracts necessary or convenient to the exercise of its powers. THE BORROWER The City of Scranton is a city of the Second Class A, which was originally chartered on April 23, 1866 and adopted its current home rule charter on May 21, The City encompasses an area of 24.8 square miles and is the seventh largest city in the Commonwealth of Pennsylvania (the Commonwealth ). The City serves as the

12 commercial center of Northeastern Pennsylvania and houses the Lackawanna County seat. See APPENDIX A Summary of Financial Factors of the City for certain financial information regarding the City and APPENDIX B Description of the City for demographic and socioeconomic information with respect to the City. See APPENDIX D Audited General Fund Financial Commonwealth of the City for the Fiscal Year ended December 31, 2014 for the audited general fund financials statements of the City for the referenced period. The City has been determined to be a distressed municipality under Pennsylvania s Municipalities Financial Recovery Act, Act No. 47 of 1987, as amended and supplemented ( Act 47 ). There can be no assurances or representations that revenues realized from the City will be in sufficient amounts or that the City will be able to generate enough revenue through its taxing and other powers to make its payments under the Sublease and other payments necessary to meet the obligations of the City. See PENNSYLVANIA MUNICIPALITIES FINANCIAL RECOVERY ACT (ACT 47 ) and THE CITY S ACT 47 DESIGNATION herein. See APPENDIX C The City s Current Financial Recovery Plan for the City s current plan prepared and implemented under Act 47. THE BONDS The Bonds will be issued as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. The Bonds will be dated their date of delivery and will bear interest on the unpaid principal at the rates and mature in the amounts and on the dates listed in the bond maturity schedules shown on the inside front cover page of this Official Statement. While the Bonds are in the Book-Entry Only System, references to the Owner or Registered Bond Owner as described herein are to Cede & Co., as nominee of DTC. Each beneficial owner of a Bond may desire to make arrangements with a DTC Participant to receive notices or communications with respect to matters described herein. See Book-Entry Only System herein. Interest on the Bonds shall be computed on the basis of a 30-day month and 360-day year and shall be payable semiannually on May 15 and November 15 of each year, commencing November 15, 2016 (the Interest Payment Dates ). If an Interest Payment Date occurs on a day which is not a Business Day (a Business Day is any day other than a Saturday, Sunday, legal holiday or a day on which financial institutions in the Commonwealth are authorized by law to be closed) the interest on and principal of the Bonds coming due on such Interest Payment Date shall be payable on the next succeeding Business Day without any additional accrual of interest. Each Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication of such Bond, unless: (a) such Bond is registered and authenticated as of an Interest Payment Date, in which event such Bond shall bear interest from said interest payment date; or (b) such Bond is registered after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date; or (c) such Bond is registered and authenticated on or prior to the Record Date next preceding November 15, 2016, in which event such Bond shall bear interest from their date of delivery; or (d) as shown by the records of the Trustee, interest on such Bond shall be in default, in which event such Bond shall bear interest from the date on which interest was last paid on such Bond. So long as the Bonds or any portion thereof are registered in the name of DTC or its nominee, payments thereon shall be made to DTC or its nominee. See Book-Entry Only System herein. At all other times, the principal of interest on the Bonds shall be payable at the designated office of the Trustee, in such coin or currency of the United States of America as at the time and place of payment is legal tender for public and private debts, provided that interest may be paid by check drawn upon the Trustee and mailed to the persons in whose names the Bonds are registered at the close of business on the fifteenth day next preceding each Interest Payment Date (the Record Date ) at the address shown on the registration records for the Bonds (the Bond Register ) kept by the Trustee. Persons designated in the Bond Register as owning Bonds are hereinafter referred to as Registered Bond Owners. Notwithstanding the foregoing, in the event of any default in the payment of interest due on an Interest Payment Date, such defaulted interest shall be payable to the Persons in whose names the Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee on behalf of the Issuer to the Registered Owners of Bonds not less than fifteen (15) days preceding such special record date and not less than twenty (20), but not more than thirty (30), days prior to the 2

13 Interest Payment Date. Such notice shall be mailed to the Persons in whose names the Bonds are registered at the close of business on the Business Day preceding the date of mailing. Registration, Transfer and Exchange of Bonds The Trustee is responsible for maintaining the books of the Issuer pertaining to the registration of ownership of each Bond. The ownership of Bonds may be transferred upon the registration books upon delivery to the Trustee or its designee, of a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Trustee or its designee, duly executed by the registered holder of the Bonds to be transferred or his duly authorized attorney-in-fact or legal representative, subject to such reasonable regulations as the Issuer or the Trustee or its designee may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. No transfer of any Bond will be effective until entered on the registration books. The Issuer and the Trustee shall not be required to issue or register the transfer of or exchange any Bonds to be considered for redemption during the period beginning at the close of business on the fifteenth (15th) day next preceding any date of selection of such Bonds to be redeemed and ending at the close of business on the day of mailing of the notice of redemption or to register the transfer of or exchange any portion of any Bond selected for redemption in whole or in part until after the redemption date. Book-Entry Only System The information contained in this section concerning DTC and the DTC Book-Entry Only System has been obtained from sources that the Issuer believes to be reliable. However, the Issuer takes no responsibility for the accuracy thereof. The beneficial owners should confirm the information with DTC or the Direct Participants, as the case may be. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity of the 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 only 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 & 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 Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond (the Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, 3

14 from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry only system for the Bonds is discontinued. To facilitate subsequent transfers, all 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 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping 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 among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer or the Trustee 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption premium, if any, and interest payments on the 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 Issuer or the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC nor its nominee, the Issuer or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption premium, if any, or interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, 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 Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered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

15 DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH THE SEC AND THE CURRENT PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH ITS PARTICIPANTS ARE ON FILE WITH DTC. NONE OF THE ISSUER, THE BORROWER, THE TRUSTEE OR THE UNDERWRITERS WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC, DIRECT PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO: (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ITS NOMINEE, OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (2) THE PAYMENT BY DTC TO ANY DIRECT PARTICIPANT OR BY ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON ANY BONDS; (3) THE DELIVERY BY DTC, ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO THE BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, ANY DIRECT PARTICIPANT OR ANY INDIRECT PARTICIPANT. Mutilated, Lost, Stolen, or Destroyed Bonds If any Bond is mutilated, lost, stolen, or destroyed, the Issuer may execute, and the Trustee or its designee may authenticate, subject to the provisions of the Indenture, a new Bond of the same date, maturity, denomination, and interest rate. In connection with replacing mutilated, lost, stolen, or destroyed Bonds, the Issuer and the Trustee or its designee may require satisfactory indemnification and may charge the owners of such Bonds reasonable fees and expenses. Notice of Redemption REDEMPTION OF BONDS As provided more fully in the Indenture and in the form of the Bonds, notice of redemption of Bonds shall be given by mailing a copy of the redemption notice by first class mail, postage prepaid, no less than 20 nor more than 60 days prior to the redemption date to the Registered Owners of Bonds to be redeemed at the addresses which appear in the Bond Register. Neither failure to mail such notice nor any defect in the notice so mailed or in the mailing thereof with respect to any one Bond will affect the validity of the proceedings for the redemption of any other Bond. If the Issuer shall have duly given notice of redemption and shall have deposited with the Trustee funds for the payment of the redemption price of the Bonds so called for redemption with accrued interest thereon to the date fixed for redemption, interest on such Bonds will cease to accrue after such redemption date. If at the time of mailing of any notice of optional redemption there shall not have been irrevocably deposited with the Trustee moneys sufficient to redeem all the Bonds called for such optional redemption, such notice shall state that it is subject to the deposit of the redemption moneys with the Trustee not later than the opening of business on the redemption date and shall be of no effect unless such moneys are so deposited. If such moneys are not deposited by such date and time, the Trustee shall promptly notify the Registered Owners of all such Bonds called for optional redemption of such fact, and shall cancel such call for redemption. Manner of Redemption Portions of any Bond of a denomination larger than $5,000 may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof. For the purpose of redemption, each Bond shall be treated as representing the number of Bonds that is equal to the principal amount thereof divided by $5,000, each $5,000 portion of such Bond being subject to redemption. Upon surrender of any Bond for redemption of a portion only, the Trustee shall authenticate and deliver to the owner thereof a new Bond or Bonds of the same series, maturity date and interest rate, in authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. 5

16 Mandatory Redemption The 2016A Bonds The 2016A Bonds stated to mature on November 15, 2021 are subject to mandatory redemption on the Interest Payment Date occurring in the month of November in each of the years set forth below commencing on the Interest Payment Date occurring in November of 2018, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Series 2016A Bonds maturing November 15, 2021 Redemption Date (November 15) Principal Amount 2018 $930, ,170, ,285, * 2,420,000 *Stated Maturity. The 2016A Bonds stated to mature on November 15, 2028 are subject to mandatory redemption on the Interest Payment Date occurring in the month of November in each of the years set forth below commencing on the Interest Payment Date occurring in November of 2022, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Series 2016A Bonds maturing November 15, 2028 Redemption Date (November 15) Principal Amount 2022 $2,695, ,940, ,460, ,730, ,920, ,165, * 1,095,000 *Stated Maturity. [Remainder of Page Intentionally Left Blank] 6

17 The 2016AA Bonds The 2016AA Bonds stated to mature on November 15, 2026 are subject to mandatory redemption on the Interest Payment Date occurring in the month of November in each of the years set forth below commencing on the Interest Payment Date occurring in November of 2016, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Series 2016AA Bonds maturing November 15, 2026 Redemption Date (November 15) Principal Amount 2016 $50, , ,675, , , , , , , , * 845,000 *Stated Maturity. Optional Redemption The 2016A Bonds The 2016A Bonds maturing on November 15, 2028, are subject to redemption by the Issuer, at the option and direction of the City, on or after May 15, 2024, in whole or in part at any time, in such order of maturity as the City shall determine, and by lot within a maturity as selected by the Trustee, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption. The 2016AA Bonds The 2016AA Bonds are subject to redemption prior to maturity by the Issuer, at the option and direction of the City, in whole or in part, at any time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2016AA Bonds to be redeemed; or (2) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the 2016AA Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such 2016AA Bonds are to be redeemed, discounted to the date on which such 2016AA Bonds are to be redeemed on a semiannual basis, assuming a 360 day year consisting of twelve 30 day months, at the Treasury Rate plus 55 basis points, plus, in each case, accrued interest on such 2016AA Bonds to be redeemed to the redemption date. Treasury Rate means as of any redemption date of any 2016AA Bond, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to the maturity date of such 2016AA Bond; provided, however, that if the period from such 7

18 redemption date to such maturity date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. SECURITY FOR THE BONDS The Bonds will constitute limited obligations of the Issuer payable solely from, and secured by a pledge and assignment under the Indenture of: (i) all unassigned right, title and interest of the Issuer under the Financing Agreement; (ii) all payments required to be paid by the City and receivable by the Issuer, or the Trustee for the account of the Issuer, as payments under the Financing Agreement; (iii) all other payments, revenues and receipts receivable by the Issuer under the Financing Agreement; (iv) all of the right, title and interest of the Issuer in and to all Funds and Accounts (excluding the Rebate Fund) held under the Indenture until disbursed in accordance therewith, and all moneys and investments held therein; and (v) all other Revenues as defined in the Indenture. The Issuer s leasehold interest in the real estate is not being pledged as security for the Bonds and should not be considered by bondholders as security for the Bonds. THE BONDS SHALL NOT BE OR BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY PURSUANT TO THE SUBLEASE. NONE OF THE COMMONWEALTH OF PENNSYLVANIA NOR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY PURSUANT TO THE SUBLEASE IS OR SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OTHER THAN THE CITY PURSUANT TO THE SUBLEASE, IS PLEDGED TO SUCH PAYMENT. THE ISSUER HAS NO TAXING POWER. USE OF PROCEEDS Proceeds from the sale of the Bonds will be used to (a) finance the acquisition by the Issuer of the. leasehold interest in the Leased Premises from the City pursuant to the Lease and (b) pay the costs of issuing the Bonds. The City will use the proceeds received from the Issuer under the Lease to (a) fund a settlement award pursuant to a settlement agreement with the Fraternal Order of Police, Lodge 2 and the Fire Fighters Local Union 60 of the International Association of Fire Fighters, under which the City has agreed to make certain payments of back pay and certain contributions to the retirement plans of the members represented by such unions, and (b) refund the Issuer s outstanding Guaranteed Variable Rate Demand Lease Revenue Bonds, Series of 2008, issued for the benefit of the City. [Remainder of Page Intentionally Left Blank] 8

19 ESTIMATED SOURCES AND USES OF FUNDS Sources of Funds Par Amount of Bonds $37,730, Net Original Issue Premium 1,598, Total $39,328, Uses of Funds Lease Payment to City $38,448, Costs of Issuance ** 880, Total $39,328, **Costs of issuance include the fees and expenses for the Underwriters and its counsel, Bond Counsel, Issuer Counsel, Issuer fees, Trustee fees, rating agency fees, printing costs and other costs associated with the issuance of the Bonds. The City expects to use the $38,448, to be received from the Issuer pursuant to the Lease as follows: Settlement Award Back Pay and Interest $30,878, Settlement Award Retirement Plan Contributions 1,594, Amount Available to Refund 2008 Bonds 5,975, $38,448, See THE CITY S ACT 47 DESIGNATION herein for a discussion of the procedural history of the litigation that gave rise to the settlement award and for additional details regarding the settlement award. DEBT SERVICE REQUIREMENTS The table below provides the annual schedule of principal of, interest on and total debt service for the Bonds. Fiscal Year (Dec. 31) 2016A Bonds Principal 2016A Bonds Interest 2016AA Bonds Principal 2016AA Bonds Interest Total Debt Service $567,218 $50,000 $158,235 $775, ,490, , ,175 2,408, $930,000 1,490,500 1,675, ,663 4,482, ,170,000 1,444, , ,725 4,497, ,285,000 1,335, , ,013 4,508, ,420,000 1,221, , ,463 4,531, ,695,000 1,100, , ,075 4,686, ,940, , , ,850 4,795, ,460, , , ,788 5,170, ,730, , ,000 86,625 5,267, ,920, , ,000 44,363 5,268, ,165, , ,428, ,095,000 54, ,149,750 Total $29,810,000 $11,855,468 $7,920,000 $2,383,973 $51,969,441 9

20 THE LEASE The following summary of certain provisions of the Lease is only a brief outline of some of the provisions thereof and does not purport to summarize or describe all of the provisions thereof. Reference is made to the Lease for details of the provisions thereof, a copy of which can be obtained by contacting the Trustee. For purposes of the following discussion, references to the Borrower shall mean the City, unless otherwise stated. Lease of Leased Premises The Issuer, as lessee, will lease from the Borrower, as lessor, a parcel of real estate, together with the improvements and other property thereon (such leased premises and improvements thereon being referred to as the Leased Premises ). The Lease will expire on the later of (i) November 15, 2028, or (ii) the date of the retirement in full of the Bonds. Lease Rental Payment The Issuer will pay to the Borrower as rent under the Lease an amount equal to the proceeds of the Bonds, less the costs and expenses of the issuance of the Bonds and less the amount needed to currently refund the Issuer s outstanding Guaranteed Variable Rate Demand Lease Revenue Bonds, Series of 2008, issued for the benefit of the City. Impositions and Insurance During the term of the Lease, the Borrower has agreed under the Lease to (i) pay (a) all garbage and/or trash collection, janitorial services, telephone, heat and light and other utilities; (b) all real estate taxes; and (c) all general and special assessments, and other charges which, during the term of the Lease, may be levied on or assessed against the Leased Premises; and (ii) obtain and maintain fire and extended coverage on the Leased Premises in amounts reasonably satisfactory to the Issuer. Repairs, Alterations and Replacements All repairs and replacements to the Leased Premises, whether or not of a capital nature, during the term of the Lease are the responsibility of the Borrower. The Issuer is not permitted under the Lease to alter or improve the Leased Premises without the prior written consent of the Borrower, and any and all alterations, additions, improvements and fixtures (except trade fixtures which the Issuer shall be permitted to remove from the Leased Premises at any time during the term of the Lease or within 10 days after expiration or sooner termination of the Lease and not otherwise if such removal can be effected without injury to the Leased Premises and if any such fixture shall not have become, by the manner in which it is affixed, an integral part of the Leased Premises) made or placed in or on said premises shall, on expiration or sooner termination of the Lease, belong to the Borrower without compensation to the Issuer; provided, however, that Borrower shall have the option, to be exercised on expiration or sooner termination of the Lease, to require the Issuer to remove any or all of such additions, improvements, or fixtures made or placed in or on the Leased Premises by the Issuer. Further, the Issuer is obligated, upon expiration of the Lease and without demand therefor, and at its own cost and expense, remove all property belonging to the Issuer and all alterations, additions or improvements and fixtures which by the terms of the Lease the Issuer is permitted to remove. Any property not so removed shall be deemed to have been abandoned by the Issuer and may be retained, or disposed of, by the Borrower. Limitation of Liability of Issuer Under the Lease In the event of any default by the Issuer under the Lease, the liability of the Issuer under the Lease shall be limited to its interest in the Leased Premises, the rents, issues and profits therefrom, and the lien of any judgment shall be restricted thereto. The Issuer does not assume general liability nor specific liability for the repayment of any mortgage or other loan, or for the costs, fees, penalties, taxes, interest, commissions, charges, insurance or any other payments therein recited or therein set forth, or incurred in any way in connection therewith. Except as set forth in the preceding sentence, there shall be no other recourse for damages of any kind or nature by the Borrower or any other person against the Issuer, its incorporator, officers, members, agents and employees, past, present or 10

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