A look at the Official Statement of the $286,553,663.70 Pennsylvania Economic Development Financing Authority

Parking System Revenue Bonds.

Capitol Region Parking System 758 Page Statement.

Map of Midtown. New Meters.

The zones where new meters are permitted. Competitive Parking Area.

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Highlights of the Official Statement.

P 26.

(a) The Management Fee will be paid monthly as an Operating Expense. During the Term of the Parking Enforcement Agreement, parking Spaces may be added to and become a part of the Parking System under the Parking Enforcement Agreement and, consequently, in such event(s), the Management Fee shall be increased in accordance with the methodology in Section 4(a)(1) of the Parking Enforcement Agreement.

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P 33.

Enforcement Revenues

The current and initial permitted Parking System enforcement rates are shown in the following table. These initial rates will be in effect upon issuance of the Bonds. Under the DGS Intergovernmental Cooperation Agreement, DGS will have the right to raise future citation rates for meter violations so that citation rates for meter violations at all times equal or exceed 10 times the corresponding 60-minute rate at Central Business District meters. Citation rates will be rounded to the nearest $5.Historic Parking Revenues, Expenses and Net Operating Income

P 34.

Enforcement revenue declined 14.6% from 2008 to 2012. It is believed that such declines are due, in part, to a decline in enforcement personnel and in over-all on-street enforcement. Historic Enforcement Parking Revenues Enforcement.

2008 $1,280,050

2009 $1,131,991

2010 $1,228,749

2011 $1,128,749

2012 $1,093,142

CAGR -3.87

P 35.

Projected Parking Revenue and Expenses

Enforcement 2014 $2,183 250

2015 $2,248,748

2016 $2,316,210

2017 $2,385,696

2018 $2,457,267

CAGR 3.0%

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P 38.

DGS PARKING LEASE The Commonwealth of Pennsylvania, through its Department of General Services (“DGS”), and various Commonwealth agencies are significant users of parking services in the Parking System. DGS has an existing contract for 1,500 monthly unreserved spaces at the Fifth Street and Chestnut Street garages at discounted rates, as well as many smaller contracts, so me of which are at facilities outside of the Parking System.

The DGS Parking Lease will consolidate and replace the Commonwealth’s numerous parking contracts. The DGS Parking Lease is for an initial term of 30 years and shall commence on the effective date (60 days following the date the DGS Vehicle Lease has been fully executed by the Authority and the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained). Upon the expiration of the term, the DGS Parking Lease shall automatically renew from month to month, until either party gives the other 30 days notice in writing of its intention to terminate. In the DGS Parking Lease, the Commonwealth has an option at the end of the 20th year of the term of the DGS Parking Lease, to reduce the aggregate number of spaces by not more than 10% of the original number of spaces leased under the DGS Parking Lease.

Set forth below are the parking rates under the DGS Parking Lease through 2019. Thereafter, the ra tes will be increased annually at 3% per year as follows: Calendar Year:

1/1/14 - 6/30/14 $130

7/1/14 - 12/31/14 $140

2015 $145

2016 $180

2017 $190

2018 $$200

2019 $210

The DGS Parking Lease initially covers 4,306 parking spaces and 4,714 contracted parking passes. Between January 1, 2014 and December 31, 2015, the Commonwealth may add up to 765 additional spaces and 840 contracted parking passes.

On January 1, 2016, the number of spaces covered by the DGS Parking Lease will increase by 765 pa rking spaces and 840 contracted parking passes (to the extent that they have not been previously added). However, commencing on January 1, 2016, of the 765 additional parking spaces and 840 contracted park ing passes, 45% will be designated as Discounted Contract Spaces and Discount Parking Passes and charge d the Discounted Contract Rate. The Authority has the right to require the holders of Discount Pa rking Passes to park in specific Parking Facilities.

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P 169.

Permitted Escalation of Parking Rates

For periods after those specified above, parking rates may be increased in each rate category (e.g. monthly unreserved) up to the greater of 3% or the Index per annum (the “Annual Cap”). Allowable rate increases are cumulative, whether or not the full inflation–related allowance is taken in any year. PEDFA is permitted to establish other reasonable charges for services not identified in this Schedule 5.

PEDFA will be allowed to operate under a dynamic framework that provides for the ability to adjust rates at different garages at different intervals, allows for the creation, changing and collapsing of rate categories, and allows for price differentiation between transient and monthly (reserved, for example) categories.

The Annual Cap applies on an average system-wide basis. For monthly garage rates, average rate means the arithmetic average of monthly rates at all garages. For transient garage rates, average rate means the arithmetic average of the transient all rates at all garages, provided that PEDFA is allowed to expand or collapse rate subcategories (e.g., deleting the 3-4 hour rate, or adding an 8-10hour rate) so long as the average rate is within the Annual Cap.

For meter rates, average rate in a given area (e.g., CBD, non-CBD) means the arithmetic average of the highest per hour charges in the area.

Monthly rates will be rounded to the nearest $5 per month. Transient rates will be rounded to the nearest $1.00 per period.

Meter rates will be rounded to the nearest $0.25 per period. The Parking Enforcement Delegation Agency will have the right to raise future citation rates for meter violations so that citation rates for meter violations at all times equal or exceed 10 times the corresponding 60-minute rate at CBD meters. Citation rates will be rounded to the nearest $5.

Note: the above rate schedules (and related averages) do not apply to any individual negotiated parking arrangements or contracts, such as the Parking Lease or valet parking. All limitations and rate restrictions in this Schedule 5 may be exceeded to the extent necessary to achieve compliance with the Rate Covenant and the Prospective Rate Covenant.

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P 191.

REQUIRED CAPITAL IMPROVEMENTS

Within twelve (12) months of Closing: Off-Street Parking System

1. Installation of new pay-on-foot stations (POF Machines), entry stations, exit stations, card readers, cameras and a hotel coding station along with various gate replacements and improvements at an estimated cost of $1,900,000.

All payment devices will be credit/debit card enabled and integrated with Off-Street Operator’s remote management center.

On-Street Parking

2. Removal of existing on-street meters and signs attached to the meters. Fabrication and installation of new signs estimated at a cost of $50,000.

3. Installation of new multi-space units and single space units each credit/debit card enabled, to replace existing pay stations and meters. The estimated cost of the on-street equipment is $1,300,000. The exact configuration of multi-space units and single space units across the system may change prior to the final install. Based on preliminary estimates, it is anticipated that approximately 111 multi-space units and approximately 496 single space units will be installed.

4. Two vehicles equipped with License Plate Recognition (LPR) technology estimated at a cost of $120,000.

5. One vehicle (light duty transit van) to be used for meter operations estimated at a cost of $25,000.

Within thirty-six (36) months of Closing:

6. Per Desman Physical Conditions Review of the Long Term Concession and Lease of the Harrisburg Public Parking System, dated November 19, 2013, Years 1-2 garage improvements and repair capital totaling approximately $2.6 million.

While weather and use conditions might accelerate or delay some of these capital outlays, approximately $2.465 million will be spent on structural, waterproofing and electrical and approximately $114,000 for parking lot resurfacing.

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P 195.

Duties, Obligations, and Responsibilities. A. General. Management and Operation - PEDFA or its designee shall manage and operate or cause to be managed and operated the On-Street Parking consistent with the On-Street Parking System Operating Standards, which is attached hereto as Exhibit D and incorporated herein. Parking Policy within the Competing Parking Area – PEDFA and/or its designee and the Asset Manager will work with the City to identify new residential permit parking areas (e.g. north of Forster), and PEDFA is granted the non-exclusive rights to enforce non-moving parking violations in residential permit parking areas.

PEDFA is hereby granted the authority to adjust meter rates as appropriate based on market demand fluctuations over time and in accordance with Exhibit E attached hereto and incorporated herein – the Schedule of On-Street Parking Fees, all covenanted to by PEDFA to meet rate covenants or debt service coverage covenants pursuant to any trust indenture pursuant to which PEDFA may issue its revenue bonds.

PEDFA is hereby granted the right to increase meter and enforcement rates above those permitted in Exhibit E to the extent necessary to meet any rate covenants in any indenture securing bonds issued in connection with the transaction described in the Asset Transfer Agreement.

PEDFA’s ability to reduce overall meter and enforcement rates (but not individual rates) is restricted if such reduction would impair its ability to meet the rate covenants and in the event of a bond default or breach of debt service coverage covenants.

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P 195.

B. Parking Fee and Period of Operation Adjustments. (a) Changes in Metered Parking Fees . (i) Adjustments in Metered Parking Fees. On or after January 1, 2014, PEDFA or its designee may adjust the metere d parking fees; provided that increases shall not exceed the applicable metered parking fee cap, set forth in Exhibit E hereto, subject in each case to the requirements of the regular rate adjustment and the rate covenants requirements. Except in circumstances required to meet the rate covenants, any increase of the metered parking fee in excess of the applicable metered parking fee cap is subject to approval by the City. (b) Changes in Period of Operation . (i) Adjustments in Period of Operation. Following the initial adjustment date, PEDFA or its designee may adjust t he period of operation for the parking spaces, provided, however, that PEDFA or its designee shall not increase the hours of operation for the metered parking spaces beyond 11 hours a day within the first five years of this Agreement. (c) Compliance with rate covenants.

Notwithstanding anything in this Agreement to the contrary, PEDFA or its designee can increase parking fees over any parking fee cap in amounts determined by PEDFA to be necessary, from time to time, to achieve compliance with any rate covenant in anyindenture under which revenue bonds are issued and for the payment and security of which Parking Revenue is pledged

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P 336.

ARTICLE IV DUTIES OF CREDC

(b) CREDC will undertake recommendations to the Authority, with the advice of the Asset Manager, as to the establishment and revision of rates, fees and other charges for the use of and for the services furnished by the Parking Facilities in each Operating Year (as such term is defined in the Indenture) so that the "Rate Covenant" requirements of Section 4.10 of the Indenture are satisfied. Further, CREDC shall cooperate with the Authority to cause the Asset Manager to prepare those "Forecasts" as required by Section 4.10(b)(i) of the Indenture to determine if the "Prospective Rate Covenant" will be satisfied. CREDC will also cooperate with the Authority in retaining any consultants as required by Section 4.10(b)(ii) and to make recommendations to the Authority as to any appropriate revisions to the rates, fees and charges with respect to the methods of operation of the revisions to the rates, fees and charges with respect to the methods of operation of the Parking Facilities based on the reports of such consultants, in accordance with the requirements of Section 4.10(c) of the Indenture. Additionally, CREDC will (including the Indenture) pursuant to which the Authority may issue its revenue bonds. CREDC shall also make recommendations to the Authority regarding the increase of meter and enforcement rates above those permitted in the PEDFA Intergovernmental Agreement to the extent necessary to meet any rate covenants in any indenture (including the Indenture) securing bonds issued in connection with the transaction described in the Asset Transfer Agreement.

P 338.

ARTICLE V CREDC FEES SECTION 5.01. Fees of CREDC. In consideration of the performance of CREDC's services under this Agreement, and subject to the provisions of Section 4.08 herein, CREDC shall be paid such reasonable fees as proposed by CREDC in each year of the Term. Initially, the fee of CREDC shall be $8,000.00 per month, payable in advance on the first business day of each month commencing on January 2, 2014. In addition, CREDC shall be paid a pro rated monthly fee, based on such initial amount, for the period from December 23, 2013 through January 2, 2014.

SECTION 5.02. Expenses. In addition to its fees as set forth in Section 5.01 herein, and subject to the provisions of Section 4.08 herein, CREDC shall be paid for its actual and direct expenses incurred by it in the performance of its duties under this Agreement. The expenses of CREDC shall be paid monthly.

SECTION 5.03. Consultants. Subject to the provisions of Section 4.08 herein, all Consultants retained by CREDC, including counsel to CREDC, shall be paid monthly. SECTION 5.04. Administrative Expenses. The fees and expenses of CREDC, and the fees of any Consultants to CREDC, including its counsel, shall constitute Administrative Expenses (as such term is defined in the Indenture), shall be incorporated and reflected in the Annual Operating Budget, as prepared by the Asset Manager and submitted to the Authority for approval during each year of the Term, all as set forth in the Documents, and shall be paid in accordance with the Indenture. CREDC shall submit its proposed fees and expenses, and the proposed fees of any Consultants, to the Asset Manager for incorporation in the Annual Operating Budget no later than seventy five (75) days before the end of each calendar year

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P 387.

EXHIBIT B Enforcement Policies and Procedures Enforcement policies and procedures may be modified from time to time to incorporate best practices and emerging technology. The Enforcement Operator’s enforcement efforts have the goal of reducing unpaid meters and illegal parking through deterrence within the On-Street Parking System. The Enforcement Operator will implement enforcement activities to ensure compliance within residential permit parking areas.

The Enforcement Operator may utilize handheld technology, including photographic evidence, and license plate recognition technology to support ticket issuance.

Ticket Requirements On each infraction, the Enforcement Operator shall indicate the time of the violation, the amount of the overtime parking charge, the place and manner in which such charge shall be paid, and vehicle identification information. The Enforcement Operator may adopt alternative forms of parking tickets based on new technology, such as electronic tickets, to the extent feasible.

Periods Of Stay The Enforcement Operator may only issue one ticket for each consecutive separate segment of legal parking time, which time shall be the maximum amount of time allowable for parking in a particular metered zone to a vehicle that has parked in excess of the allowed limit. The Enforcement Operator may increase or decrease the period of stay for all or a portion of the Metered Parking Spaces upon the delivery of written notice of the change to the City.

Infraction Payment Procedure The Enforcement Operator and the Asset Manager may create an online payment platform that is fully integrated with the other proposed parking payment systems, including cashless alternatives. The Enforcement Operator and the Asset Manager shall endeavor to provide parking patrons with a commercially reasonable range of payment options.

Enforcement Vehicles All enforcement vehicles should be clearly marked and drivers must adhere to all established vehicle traffic safety and parking regulations. On-Street Parking Enforcement Procedure The Enforcement Operator may implement a booting program. The Enforcement Operator may place a boot on a vehicle after not less than three (3) unpaid citations have been incurred. The Enforcement Operator may continue the City’s practice of using contractors to tow vehicles, the owners of which fail to make payments or secure administrative adjudication necessary to have a boot removed from the vehicle within 48 hours of booting. Impound fees collected for vehicles impounded will be collected by the Enforcement Operator. The Enforcement Operator will require payment of all parking infractions for an impounded vehicle prior to its release.

Infraction Appeal Adjudication Procedure To ensure the consistency of the on-street parking experience for the patrons of the City of Harrisburg’s parking system, the Enforcement Operator and the Asset Manager shall rely on the adjudication policies and procedures of the City of Harrisburg program for appeals of citations and related infractions.

Broken Meter Appeals The Asset Manager and the On-Street Parking Operator shall endeavor to ensure meters are fully operable to a commercially reasonable extent. The Enforcement Operator will handle all complaints related to parking infractions and adjudication where an infraction has been issued on a malfunctioning meter. The Enforcement Operator may adopt the practice of placing a “hold” on disputed infractions accompanied by a written appeal. Pursuant to such practice, while the hold is in place and an investigation of the claim is in process, a disputed infraction will not incur additional penalty. The Enforcement Operator and the Asset Manager will establish a procedure for testing meters and handling appeals.

Other Infraction Appeals

In instances other than a dispute over the operation of a parking meter, such as where there is an allegation that an infraction is in error or it contains erroneous information, a party may contact the Enforcement Operator or its representative online, by phone, or by written means. A representative should review the complaint and advise the appealing party in writing of the decision. If grounds exist for a dismissal of the infraction, the representative may have the power to dismiss the infraction and notify the appealing party. If no resolution is made to the satisfaction of the appealing party, the appealing party may request adjudication.

Applicable State Law Notwithstanding anything to the contrary, enforcement shall be conducted in accordance with applicable laws of the Commonwealth and these enforcement policies and procedures shall be deemed modified as necessary to comply with such applicable state laws. No approvals are required for such modifications; however, the Enforcement Operator shall promptly provide notice of any such changes to the City and the Advisory Committee.

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