preliminary official statement: harrisburg's $287m parking deal

8/13/2019 Preliminary Official Statement: Harrisburg's $287M parking deal

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AMENDMENT TO PRELIMINARY OFFICIAL STATEMENT DATEDDECEMBER 12, 2013

amending thePRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 5, 2013,

$286,902,828.60*Pennsylvania Economic Development Financing Authority

Parking System Revenue Bonds(Capitol Region Parking System)

Consisting of:

$116,906,140.30*Senior Parking Revenue Bonds

(Capitol Region Parking System)Series A of 2013

$98,998,026.80*Junior Guaranteed Parking Revenue Bonds

(Capitol Region Parking System)Series B of 2013

$70,998,661.50*

Junior Insured/Guaranteed Parking Revenue Bonds(Capitol Region Parking System)

Series C of 2013

The Preliminary Official Statement dated December 5, 2013 (the Original Preliminary OfficialStatement), to the above-captioned Bonds is hereby amended as follows:

1. The caption for the Series A Bonds included on the cover to the Preliminary OfficialStatement and on the first page to the body of the Official Statement is hereby amended and restated asfollows:

$116,906,140.30*Senior Insured Parking Revenue Bonds


2. The eighth full paragraph under the caption for the Bonds on the cover is herebyamended and restated in two paragraphs as follows:

The scheduled payment of the principal of and interest on the Series A Bonds when duewill be guaranteed under a municipal bond insurance policy (the Series A Bond InsurancePolicy) to be issued by Assured Guaranty concurrently with the delivery of the Series A Bonds.

*Preliminary, subject to change.


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The scheduled payment of the principal of and interest on the Series C Bonds when duewill be guaranteed under a municipal bond insurance policy (the Series C Bond InsurancePolicy) to be issued by Assured Guaranty concurrently with the delivery of the Series C Bonds.If Assured Guaranty fails to honor its obligations under the Series C Bond Insurance Policy,payment of the principal of and interest on the Series C Bonds is guaranteed by the Countypursuant to the Series C Bond Guaranty Agreement (the Series C Bond Guaranty), which is

secured by a pledge of the full faith, credit and taxing power of the County. See SECURITYFOR THE BONDS Series B Bond Guaranty and Series C Bond Guaranty herein.

3. The fifth full paragraph on page (iii) is hereby amended and restated in its entirety asfollows:

Assured Guaranty makes no representation regarding the Bonds or the advisability ofinvesting in the Bonds. In addition, Assured Guaranty has not independently verified, makes norepresentation regarding, and does not accept any responsibility for the accuracy or completenessof this Official Statement or any information or disclosure contained herein, or omitted herefrom,other than with respect to the accuracy of the information regarding Assured Guaranty supplied

by Assured Guaranty and presented under the heading SERIES A BOND INSURANCE ANDSERIES C BOND INSURANCE and Appendix R - Specimen Municipal Bond InsurancePolicy.

4. The following paragraph is hereby added following the fourth paragraph under thecaption INTRODUCTORY STATEMENT Security for the Bonds:

The scheduled payment of the principal of and interest on the Series A Bonds when duewill be guaranteed under a municipal bond insurance policy (the Series A Bond InsurancePolicy) to be issued by Assured Guaranty concurrently with the delivery of the Series A Bonds.See SECURITY FOR THE BONDS Series A Bond Insurance Policy herein.

5. The fourth paragraph under the caption OPERATION OF THE PARKING SYSTEM Asset Management Agreement is hereby amended and restated in its entirety as follows to remove allreferences to the Construction Management Fee and to reflect changes in the payment of fees to the AssetManager:

Pursuant to the terms of the Asset Management Agreement, the Asset Manager will bepaid a base Asset Management Fee and a Performance Management Fee. The base AssetManagement Fee will be paid monthly as a Current Expense in accordance with the terms of theIndenture. The Performance Management Fee will be paid within 30 days following each InterestPayment Date subject to the payment of all debt service due and other payments as provided inthe Indenture. To the extent that there are insufficient amounts to pay the Performance

Management Fee in any monthly period, the Performance Management Fee will accrue and bepaid in later periods as amounts under the Indenture are available, subject to the followinglimitations. To the extent that Performance Management Fees are earned but not paid in any sixmonth period following an Interest Payment Date, such earned but unpaid PerformanceManagement Fee(s) will be carried over to the subsequent six month period and paid to the extentamounts under the Indenture are available. If there is any unpaid Performance Management Feecarried over from a prior six month period at the end of the subsequent six month period, theunpaid carryover Performance Management Fee will not continue to be carried over and will no


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longer be payable. Failure to pay the Performance Management Fee in any period is not an event

of default under the terms of the Asset Management Agreement so long as the failure to pay

results from insufficient amounts as provided in the Indenture.

The revised form of the Asset Management Agreement, reflecting the provisions described above,

will be attached to the final Official Statement.

6. The third paragraph under the caption OPERATION OF THE PARKING SYSTEM -Parking Services Agreement On-Street and Off-Street Operations is hereby amended and restated in

its entirety as follows to reflect changes in the payment of fees to the Operator:

Pursuant to the terms of the Parking Services Agreement, the Operator will be paid a

Management Fee and a one-time Incentive Fee.

(a) The Management Fee will be paid monthly as an Operating Expense. If parkingspaces, other than the City Island parking facility, are added to the Parking System during

the term, Operator will receive additional compensation if and to the extent set forth in the

Parking Services Agreement.

(b) The one-time Incentive Fee will be paid as an Operating Expense only if andwhen Modified Revenue exceeds the Threshold, as set forth in the Parking Services

Agreement or as otherwise provided in the Parking Services Agreement in the event of early

termination. The Incentive Fee will be paid within ninety (90) days after the end of the

Operating Year during which the applicable Threshold is exceeded, based upon a certificate

delivered by Operator to Asset Manager, Trustee, Authority and each Credit Facility

Provider (within the time set forth in the Indenture) setting forth the amount of the Incentive

Fee pursuant to the Parking Services Agreement and including the basis upon which such

amount was calculated. To the extent that there are insufficient amounts to pay the Incentive

Fee, the Incentive Fee will accrue without interest and be paid in later periods as sufficient

amounts are available, pursuant to the Parking Services Agreement. Failure to pay theIncentive Fee in any period is not an event of default under the terms of the Parking Services

Agreement so long as the failure to pay results from insufficient amounts as provided in the

Indenture.

The revised form of the Parking Services Agreement, reflecting the provisions described above,

will be attached to the final Official Statement.

7. The third paragraph under the caption OPERATION OF THE PARKING SYSTEM -Parking Enforcement Agreement On-Street Operations is hereby amended and restated in its entirety

as follows to reflect changes in payment of fees to the Operator:

Pursuant to the terms of the Parking Enforcement Agreement, the Operator will be paid

the Operator Performance Fee as provided in the Indenture within thirty (30) days following each

Interest Payment Date. 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 Services Agreement

and, consequently, in such event(s), the Operator Performance Fee shall be increased in

accordance with the methodology in Section 4(a)(1) of the Parking Services Agreement. To the

extent that there are insufficient amounts available under the Indenture to pay the Operator


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Performance Fee when due, any unpaid balance of the Operator Performance Fee will accrue andbe paid in later periods as sufficient amounts are available under the Indenture. To the extent thatthe Operator Performance Fee is earned but not paid within six (6) months of the date due, suchearned but unpaid Operator Performance Fee will be carried over to the subsequent six (6) monthperiod and paid to the extent sufficient amounts are available under the Indenture. If there is anyunpaid Operator Performance Fee carried over from a prior six (6) month period at the end of the

subsequent six (6) month period, the unpaid carryover Operator Performance Fee will notcontinue to be carried over. Failure to pay the Operator Performance Fee in any period is not anevent of default under the terms of the Parking Enforcement Agreement so long as the failure topay results from insufficient cashflow as provided in the Indenture.

The revised form of the Parking Enforcement Agreement, reflecting the provisions describedabove, will be attached to the final Official Statement.

8. The table captioned Permitted Transient Rates for Parking System Facilities containedunder the caption REVENUES OF THE PARKING SYSTEM is hereby amended and restated in itsentirety as follows:

TimeElapsed

Chestnut Fifth St. Market Sq. Walnut St. Locus St.

2014 2015 2014 2015 2014 2015 2014 2015 2014 20150.50 hrs $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00

2.00 $ 7.00 $ 8.00 $ 7.00 $ 8.00 $ 7.00 $ 8.00 $ 7.00 $ 8.00 $ 7.00 $ 8.003.00 $ 9.00 $ 10.00 $ 9.00 $ 10.00 $ 9.00 $ 10.00 $ 9.00 $ 10.00 $ 9.00 $ 10.004.00 $ 11.00 $ 12.00 $ 11.00 $ 12.00 $ 11.00 $ 12.00 $ 11.00 $ 12.00 $ 11.00 $ 12.005.00 - - - - - - - - - -

10.00 $ 18.00 $ 20.00 $ 18.00 $ 20.00 $ 16.00 $ 18.00 $ 18.00 $ 20.00 $ 18.00 $ 20.0011.00 - - - - - - - - - -24.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00 $ 20.00 $ 20.00 $ 25.00 $ 25.00 $ 25.00 $ 25.00

TimeElapsed

River St. Seventh St. South St.HarrisburgUniversity

City Island*

2014 2015 2014 2015 2014 2015 2014 2015 2014 20150.50 hrs $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 - -2.00 $ 7.00 $ 8.00 $ 7.00 $ 8.00 $ 5.00 $ 6.00 $ 7.00 $ 8.00 - -3.00 $ 9.00 $ 10.00 $ 9.00 $ 10.00 $ 7.00 $ 8.00 $ 9.00 $ 10.00 - -4.00 $ 11.00 $ 12.00 $ 11.00 $ 12.00 $ 8.00 $ 9.00 $ 11.00 $ 12.00 $ 5.00 $ 6.005.00 - - - - - - - - - -

10.00 $ 16.00 $ 18.00 $ 18.00 $ 20.00 $ 16.00 $ 18.00 $ 16.00 $ 18.00 - -11.00 - - - - - - - - - -24.00 $ 20.00 $ 20.00 $ 25.00 $ 25.00 $ 20.00 $ 20.00 $ 20.00 $ 20.00 $ 10.00 $ 12.00

Source: Asset Transfer Agreement Schedule 5

9. The following text is hereby added immediately following the section of the PreliminaryOfficial Statement captioned SECURITY FOR THE BONDS Priority of the Series A Bonds:

Series A Bond Insurance Policy

The scheduled payment of the principal of and interest on the Series A Bonds when duewill be guaranteed under a municipal bond insurance (the Series A Bond Insurance Policy) tobe issued by Assured Guaranty Municipal Corp. (Assured Guaranty) concurrently with thedelivery of the Series A Bonds. See SERIES A BOND INSURANCE AND SERIES C BONDINSURANCE herein.


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10. The section of the Preliminary Official Statement captioned SECURITY FOR THEBONDS Series C Bond Insurance Policy is hereby amended and restated in its entirety as follows:

The scheduled payment of the principal of and interest on the Series C Bonds when duewill be guaranteed under a municipal bond insurance (the Series C Bond Insurance Policy) tobe issued by Assured Guaranty concurrently with the delivery of the Series C Bonds. SeeSERIES A BOND INSURANCE AND SERIES C BOND INSURANCE herein.

11. The caption in the Preliminary Official Statement currently captioned SERIES C BONDINSURANCE is hereby amended and restated as follows:

SERIES A BOND INSURANCE AND SERIES C BOND INSURANCE

12. The section captioned SERIES C BOND INSURANCE Bond Insurance Policy ishereby amended and restated in its entirety as follows:Bond Insurance Policies

Concurrently with the issuance of the Bonds, Assured Guaranty Municipal Corp.(Assured Guaranty) will issue its Municipal Bond Insurance Policy for the Series A Bonds (theSeries A Bond Insurance Policy) and its Municipal Bond Insurance Policy for the Series CBonds (the Series C Bond Insurance Policy). The Series A Bond Insurance Policy guaranteesthe scheduled payment of principal of and interest on the Series A Bonds when due as set forth inthe form of the Series A Bond Insurance Policy included as Appendix R to this OfficialStatement. The Series C Bond Insurance Policy guarantees the scheduled payment of principal of

and interest on the Series C Bonds when due as set forth in the form of the Series C BondInsurance Policy included as Appendix R to this Official Statement.

Neither the Series A Bond Insurance Policy nor the Series C Bond Insurance Policy iscovered by any insurance security or guaranty fund established under New York, California,Connecticut or Florida insurance law.

13. The reference to the heading SERIES C BOND INSURANCE contained in the lastsentence of the section captioned SERIES C BOND INSURANCE is hereby amended and restated asfollows:

SERIES A BOND INSURANCE AND SERIES C BOND INSURANCE

14. The section captioned SECURITY FOR THE BONDS Indenture Revenue Fund Flow of Funds is hereby amended by adding the following after clause (iii) in that section:


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(iv) fourth, to the Reimbursement Account of the Bond Fund on each MonthlyTransfer Date, to AGM to reimburse or pay AGM for sums owed in connection with draws underthe Series A Bond Insurance Policy;

and by renumbering all of the other clauses following the new clause (iv) and making other conformingchanges in the Preliminary Official Statement. The revised form of the Indenture, reflecting these

changes, will be attached to the final Official Statement.

15. The section captioned LITIGATION is hereby amended by adding the followingimmediately following the caption:

Certain Harrisburg citizens initiated an action in the United States District Court for theMiddle District of Pennsylvania on December 1, 2011, which sought to have the PennsylvaniaFinancially Distressed Municipalities Act, as amended (Act 47), pursuant to which the Receiveris appointed and the Recovery Plan has been approved, invalidated as unconstitutional under theUnited States Constitution and the Pennsylvania Constitution. That action was dismissed by theDistrict Court for lack of standing on May 2, 2012. The action (referred to herein as Williams v.

Corbett) was re-filed on June 26, 2012 by five members of the Harrisburg City Council, the CityController, and the City Treasurer. The District Court dismissed Williams v. Corbettdue to a lackof standing of the plaintiffs, andthe plaintiffs appealed the dismissal to the United States Court ofAppeals for the Third Circuit, which held oral argument on the matter on November 21, 2013.No decision has yet been rendered on the appeal. The Attorney General of the Commonwealth isrepresenting the Governor and the Commonwealth in this case.

The Receiver is executing a settlement agreement with the County of Dauphin andAssured Guaranty, as creditors of The Harrisburg Authority and the City, in his capacity asReceiver and on behalf of the City. In the opinion of counsel to the Receiver, even if the ThirdCircuit was to determine that the plaintiffs/appellants in Williams v. Corbettto have standing andsuch plaintiffs were then successful on the merits, such determinations would not affect the

validity and enforceability of such agreements against the parties thereto. It is a condition ofclosing for the Bonds that counsel to the Receiver deliver a legal opinion to the Authority and theUnderwriters to that effect.

16. The first paragraph contained under caption CONTINUING DISCLOSURE is herebyamended and restated in its entirety as follows:

In order to assist the Underwriters in complying with the requirements of Rule 15c2-12(the Rule) promulgated by the Securities and Exchange Commission, the Authority will enterinto a continuing disclosure undertaking, the proposed form of which is attached to this OfficialStatement as Appendix S.

17. The Appendix S contained in the Original Preliminary Official Statement is herebyreplaced by the Appendix S attached hereto.

18. The following is hereby added after the first paragraph under the caption RATINGS:


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Fitch Ratings (Fitch) has assigned to the Series A Bonds its long-term municipal bondratings of BBB- with a stable outlook. Fitch has assigned to the Series B Bonds and the SeriesC Bonds its long-term municipal bond ratings of AA with a stable outlook and AA with astable outlook, respectively, based on the County of Dauphins general obligation pledge. Theseratings reflect only the views of Fitch, and an explanation thereof may be obtained from Fitch.There is no assurance that said ratings will be maintained for any given period of time or that they

will not be revised or withdrawn entirely by Fitch if, in its sole judgment, circumstances sowarrant. Any downward revision or withdrawal of such ratings on a series of the Bonds mayhave an adverse effect on the price at which Bonds of such series may be resold.

19. The fourth paragraph under the caption CERTAIN RELATIONSHIPS AMONGPARTIES is hereby amended and restated in its entirety as follows:

In the Consulting Agreement, Guggenheim Securities agreed to use all commerciallyreasonable efforts to have the issuer of the Bonds (the Authority) retain the Operator undercontract terms and consideration as set forth in the Consulting Agreement (which included a fixedannual management fee, a one-time incentive fee if certain benchmarks were met and anadditional consulting fee payable at the time the Bonds were issued of fifteen (15) basis points of

the total consideration), but did not guarantee that the Parking Operator would be selected or ifselected, that the terms and conditions would be as set forth in the Consulting Agreement. TheConsulting Agreement expressly states that all management agreement terms remain subject tofinal approval of the issuer of the Bonds (the Authority).

THE INFORMATION CONTAINED IN THIS AMENDMENT TO PRELIMINARYOFFICIAL STATEMENT IS SUBJECT TO MORE COMPLETE INFORMATION CONTAINEDIN THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT. THIS AMENDMENT TOPRELIMINARY OFFICIAL STATEMENT IS REQUIRED TO BE PHYSICALLY AFFIXED TO,AND IS TO BE READ ONLY IN CONJUNCTION WITH, THE ORIGINAL PRELIMINARY

OFFICIAL STATEMENT. THIS AMENDMENT TO PRELIMINARY OFFICIAL STATEMENTSHOULD NOT BE SEPARATED FROM THE ORIGINAL PRELIMINARY OFFICIALSTATEMENT, AND NEITHER THIS AMENDMENT TO PRELIMINARY OFFICIALSTATEMENT, NOR THE ORIGINAL PRELIMINARY OFFICIAL STATEMENT, MAY BERELIED UPON IN ANY WAY INDEPENDENT OF EACH OTHER.

Capitalized terms and phrases used in this Amendment to Preliminary Official Statement shallhave meanings ascribed to them in the Original Preliminary Official Statement. The Original PreliminaryOfficial Statement, as amended by the terms of this Amendment to Preliminary Official Statement, shallconstitute one and the same document.


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Appendix S

Authority Continuing Disclosure Undertaking


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Appendix S

_________* Preliminary, subject to change.

CONTINUING DISCLOSURE UNDERTAKING

This Continuing Disclosure Undertaking (Disclosure Undertaking) is executed anddelivered this __ day of December __, 2013, by the Pennsylvania Economic DevelopmentFinancing Authority (the Authority) in connection with the issuance of the Authoritys (i)$116,906,140.30*, aggregate principal amount, Senior Parking Revenue Bonds (Capitol RegionParking System) Series A of 2013, consisting of $______

*Current Interest Bonds, Series A-1

(the Series A-1 Bonds) and $______*Capital Appreciation Bonds, Series A-2 (the Series A-2Bonds and, together with the Series A-1 Bonds, the Series A Bonds); (ii) $98,998,026.80*,aggregate principal amount, Junior Guaranteed Parking Revenue Bonds (Capitol Region ParkingSystem), Series B of 2013, consisting of $______* Current Interest Bonds, Series B-1 (theSeries B-1 Bonds), $______* Capital Appreciation Bonds, Series B-2 (the Series B-2Bonds), $______

* Convertible Capital Appreciation Bonds, Series B-3 (the Series B-3

Bonds) and $______*Non-Callable Capital Appreciation Bonds, Series B-4 (the Series B-4

Bonds and, together with the Series B-1 Bonds, the Series B-2 Bonds and the Series B-3 Bonds,the Series B Bonds); and (iii) $70,998,661.50*, aggregate principal amount, JuniorInsured/Guaranteed Parking Revenue Bonds (Capitol Region Parking System), Series C of 2013,consisting of $______

*Current Interest Bonds, Series C-1 (the Series C-1 Bonds), $______

*

Capital Appreciation Bonds, Series C-2 (the Series C-2 Bonds) and $______* Convertible

Capital Appreciation Bonds, Series C-3 (the Series C-3 Bonds and, together with the Series C-1 Bonds and the Series C-2 Bonds, the Series C Bonds) issued pursuant to, and secured underthe Trust Indenture. The Series A Bonds, the Series B Bonds and the Series C Bonds arecollectively referred to herein as the Bonds. The Bonds are issued pursuant to a TrustIndenture, dated as of December 1, 2013 (the Trust Indenture), by and between the Authorityand U.S. Bank National Association, as trustee (the Trustee)

In consideration of the mutual covenants, promises and agreements contained herein andintending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Definitions.In this Disclosure Undertaking and any agreement supplemental hereto, capitalized terms

shall have the meanings ascribed thereto in the recitals and as specified below (except asotherwise expressly provided or unless the context clearly otherwise requires):

Annual Report means the Financial Statements provided at least annually provided,

however, that the Annual Report will contain the unaudited financial statements if auditedfinancial statements are not available of the Capitol Region Parking System.

Business Day means any day other than a Saturday, Sunday or a day on which theDissemination Agent is authorized or required by law, executive order or contract to remainclosed.

Listed Event means any of the events listed in Section 3 hereof.


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Disclosure Representative means the Executive Director of the Authority, which shallinclude any individual serving in an interim or acting capacity, or such other official or employeeof the Authority as the Executive Director shall designate in writing.

Dissemination Agent shall mean any agent which has executed a dissemination agencyagreement with the Authority and the successors and assigns of such agent.

EMMA means the Electronic Municipal Market Access System maintained by theMSRB at http://emma.msrb.org, which serves as the sole nationally recognized municipalsecurities information repository under the Rule.

Final Official Statement means the Official Statement of the Authority, datedDecember __, 2013, relating to the Bonds.

Financial Statements mean the audited financial statements of the Parking System,together with an unqualified opinion thereon of an independent certified public accountant,

prepared in reasonable detail and in accordance with GAAP for each Operating Year.

MSRB means the Municipal Securities Rulemaking Board.

Participating Underwriters means the original underwriters of the Bonds required tocomply with the Rule in connection with the purchase and reoffering of the Bonds.

Registered Owner or Owners mean the person or persons in whose name a Bond isregistered on the books of the Authority kept by the Trustee for that purpose in accordance withthe Trust Indenture and the Bonds. For so long as the Bonds shall be registered in the name ofthe Securities Depository or its nominee, the term Registered Owners shall also mean and

include, for the purposes of this Disclosure Undertaking, the owners of book-entry credits in theBonds evidencing an interest in the Bonds; provided, however, that the DisclosureRepresentative shall have no obligation to provide notice hereunder to owners of book-entrycredits in the Bonds, except those who have filed their names and addresses with the DisclosureRepresentative for the purposes of receiving notices or giving direction under this DisclosureUndertaking.

Repository means each nationally recognized municipal securities informationrepository under the Rule. The Securities and Exchange Commission has designated EMMA asthe sole Repository effective July 1, 2009. Any information to be filed with a Repository underthis Disclosure Undertaking shall be filed with EMMA at http://emma.msrb.org, or as otherwiseprovided by the MSRB, and any future Repository as may be required under the Rule.

Rule means Rule 15c2-12(b)(5) promulgated by the Securities and ExchangeCommission under the Securities Exchange Act of 1934, as amended, as such Rule may beamended from time to time.

Securities Depository means The Depository Trust Company, New York, New York,or its nominee, Cede & Co., or any successor thereto appointed pursuant to the Resolution.


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In addition, capitalized terms used herein and not otherwise defined shall have themeanings ascribed thereto in the Trust Indenture.

Section 2. Annual Report.(a) The Authority shall file or cause to be filed with each Repository the Annual

Report not later than 120 days after the close of each Operating Year to which it relates,commencing with the Operating Year of the Parking System ended December 31, 2014.

(b) If the Authority is unable or for any other reason fails to provide an AnnualReport or any part thereof by the date required in subsection (a) of this Section, the DisclosureRepresentative shall, or shall cause the Dissemination Agent to, send a notice to that effect notlater than such date to each Repository. Any Dissemination Agent shall provide a copy of suchnotice to the Authority.

(c) The Annual Report shall contain or include by reference the following: (i) theFinancial Statements for the prior Operating Year; (ii) to the extent not included in the auditedfinancial statements, the information covered under the following captions in the OfficialStatement: THE CAPITOL REGION PARKING SYSTEM The Parking System Assets andOther Inventory in the Central Business District, REVENUES OF THE PARKING SYSTEM Existing Off-Street Monthly Parking Rates, Permitted Monthly Rates for ParkingFacilities, Permitted Transient Rates for Parking System Facilities, Current andPermitted Meter Rates, Hours of Operation and Length of Stay and Meter EnforcementRates and Charges, and (iii) the certificate of the Independent Insurance Consultant required tobe delivered pursuant to Section 4.19 of the Trust Indenture.

Section 3. Interim Information.(a) The Authority shall file, or cause to be filed with each Repository, within twenty

(20) Business Days of receipt by the Trustee thereof pursuant to the Trust Indenture, copies ofthe (a) quarterly financial statements delivered by the Authority pursuant to Section 4.14(2) ofthe Trust Indenture, (b) the approved Annual Operating Budget and Annual Capital Budgetprepared in accordance with Sections 4.9(a) and 4.9(b) of the Trust Indenture, respectively; and(c) the certificate of an Authorized Asset Manager Representative delivered to the Trusteepursuant to 4.10(e) of the Trust Indenture (collectively, the Interim Information).

(b) If the Authority engages a Dissemination Agent with respect to the Bonds, theAuthority shall provide, or cause to be provided to the Dissemination Agent, the InterimInformation within ten (10) Business Days of receipt by the Trustee thereof pursuant to theIndenture. The Dissemination Agent shall, within ten (10) Business Days of receipt of any of theInterim Financial Information, file such Interim Information with the Repository. If theDissemination Agent does not receive the information required by this Section 3(b) within thetimes specified for delivery of such information as set forth in this Section 3(b) (each, aRequired Delivery Date), the Dissemination Agent shall provide notice of such failure to theRepository within ten (10) Business Days of each such Required Delivery Date, provided,however, that if the Dissemination Agent does not receive the Annual Operating Budget or the


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Annual Capital Budget by the first Business Day of each Operating Year, the DisseminationAgent shall provide notice to the Authority of such failure to deliver the Annual OperatingBudget or the Annual Capital Budget within ten (10) Business Days of such Required DeliveryDate and, if the Authority advises the Dissemination Agent within five (5) Business Days of such

Required Delivery Date that the Annual Operating Budget or the Annual Capital Budget is notavailable, the Dissemination Agent shall not provide notice of such failure to deliver the AnnualOperating Budget or the Annual Capital Budget to each Repository. If such Interim Informationis subsequently delivered to the Dissemination Agent, the Dissemination Agent shall file suchInterim Information with each Repository within ten (10) Business Days of receipt thereof.

(c) If the Authority does not engage a Dissemination Agent, and is unable or for anyreason fails to provide the Interim Information by the dates required in subsection (a) of thisSection 3, the Disclosure Representative shall send a notice to that effect not later than such dateto each Repository provided, however, if the Annual Operating Budget or Annual Capital Budgetis not available, the Disclosure Representative shall not provide notice of such failure to deliverthe Annual Operating Budget or the Annual Capital Budget to each Repository. If such InterimInformation subsequently becomes available, the Disclosure Representative shall file suchInterim Information with each Repository within ten (10) Business Days of such InterimInformation becoming available.

Section 4. Listed Events.(a) The Authority agrees that it shall provide, or cause to be provided, in a timely

manner not in excess of ten Business Days after the occurrence of the event, to the Repositories,notice of any of the following events with respect to the Bonds:

(1) principal and interest payment delinquencies;

(2) unscheduled draws on debt service reserves reflecting financialdifficulties;

(3) unscheduled draws on credit enhancements reflecting financialdifficulties;

(4) substitution of credit or liquidity providers, or their failure to perform;

(5) defeasances;

(6) rating changes;

(7) adverse tax opinions, the issuance by the Internal Revenue Service ofproposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB),or the issuance by the Internal Revenue Service of material notices or determinations withrespect to the tax status of the Bonds, or other material events affecting the tax status of theBonds;

(8) tender offers;


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(9) bankruptcy, insolvency, receivership or similar proceeding of the ParkingSystem;1

(10) non-payment related defaults, if material;

(11) modifications to rights of the holders of the Bonds, if material;

(12) Bond calls, if material;

(13) release, substitution or sale of property securing repayment of the Bonds,if material;

(14) appointment of a successor or additional Trustee, or the change of name ofa trustee, if material; and

(15) the consummation of a merger, consolidation, or acquisition involving the

Authority or the Parking System, the sale of all or substantially all of the assets of the ParkingSystem, other than in the ordinary course of business, the entry into a definitive agreement toundertake such an action or the termination of a definitive agreement relating to any suchactions, other than pursuant to its terms, if material.

The fifteen (15) events listed in this Section 4(a) are quoted directly from the Rule.

(b) Whenever the Authority obtains knowledge of the occurrence of a Listed Event,the Authority shall either promptly file a notice of such occurrence with each Repository orpromptly notify the Dissemination Agent in writing. Such notice to the Dissemination Agentshall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) of thisSection 4.

(c) The Dissemination Agent shall have no obligation to make disclosure on anyother matter except as provided herein. The Dissemination Agent shall not be deemed to haveknowledge of any event except as may be provided by written notice to the Dissemination Agentpursuant to this Disclosure Undertaking. The Dissemination Agent shall not be responsible forreviewing or for verifying the accuracy or completeness of any notice received.

1This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent orsimilar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceedingunder state or federal law in which a court or governmental authority has assumed jurisdiction over substantially allof the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existinggoverning body and officials or officers in possession but subject to the supervision and orders of a court orgovernmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by acourt or governmental authority having supervision or jurisdiction over substantially all of the assets or business ofthe obligated person.


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(d) If the Dissemination Agent has been instructed by the Authority to report theoccurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence witheach Repository with a copy to the Authority. Notwithstanding the foregoing, notice of ListedEvents described in subsections (a)(8) and (9) need not be given under this subsection any earlier

than the notice (if any) of the underlying event is given to the Holders of affected Bondspursuant to the Trust Indenture.

Section 5. Amendment; Waiver.(a) Notwithstanding any other provision of this Disclosure Undertaking, the

Authority may amend this Disclosure Undertaking or waive any of the provisions hereof,provided that no such amendment or waiver shall be executed by the parties hereto or effectiveunless:

(1) the amendment or waiver is made in connection with a change incircumstances that arises from a change in legal requirements, change in

law or change in identity, nature or status of the Authority or theoperations conducted by the Authority;

(2) the Disclosure Undertaking, as amended by the amendment or waiver,would have satisfied the requirement of a written undertakingcontemplated by the Rule at the time of original issuance of the Bonds,after taking into account any amendments or interpretations of the Rule, aswell as any change in circumstances; and

(3) the amendment or waiver does not materially impair the interests of theRegistered Owners of the Bonds.

(b) Evidence of compliance with the conditions set forth in clause (a) of thisSection 5 shall be satisfied by obtaining an opinion of counsel having recognized experience andskill in the issuance of municipal securities and federal securities law, acceptable to theAuthority to the effect that the amendment or waiver satisfies the conditions set forth in clauses(a)(1), (2) and (3) of this Section 5.

(c) Notice of any amendment or waiver containing an explanation of the reasonstherefor shall be either filed by the Disclosure Representative with each Repository or given tothe Dissemination Agent, if any, upon execution of the amendment or waiver and theDissemination Agent shall promptly file such notice with each Repository. The DisclosureRepresentative shall also send notice of the amendment or waiver to each Registered Owner(including owners of book-entry credits in the Bonds who have filed their names and addresseswith the Disclosure Representative).

Section 6. Other Information.(a) Nothing in this Disclosure Undertaking shall preclude the Authority from

disseminating any other information with respect to the Authority, using the means ofcommunication provided in this Disclosure Undertaking or otherwise, in addition to the Annual


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Financial Information and the notices of the Disclosure Event specifically provided for herein,nor shall the Authority be relieved of complying with any applicable law relating to theavailability and inspection of public records. Any election by the Authority to furnish anyinformation not specifically provided for herein in any notice given pursuant to this Disclosure

Undertaking or by the means of communication provided for herein shall not be deemed to be anadditional contractual undertaking and the Authority shall have no obligation to furnish suchinformation in any subsequent notice or by the same means of communication.

(b) Except as expressly set forth in this Disclosure Undertaking, the DisseminationAgent, if any, shall have no responsibility for any continuing disclosure to the RegisteredOwners or any Repository.

Section 7. Default.(a) In the event that the Authority or the Dissemination Agent fails to comply with

any provision of this Disclosure Undertaking, the Dissemination Agent or any Registered Ownerof the Bonds shall have the right, by mandamus, suit, action or proceeding at law or in equity, tocompel the Authority or the Dissemination Agent to perform each and every term, provision andcovenant contained in this Disclosure Undertaking. The Dissemination Agent shall be under noobligation to take any action in respect of any default hereunder unless it has received thedirection in writing to do so by the Registered Owners of at least 25% of the outstandingprincipal amount of the Bonds and if, in the Dissemination Agents opinion, such action maytend to involve expense or liability, unless it is also furnished with indemnity and security forexpenses satisfactory to it.

(b) A default under this Disclosure Undertaking shall not be or be deemed to be adefault under the Bonds or Trust Indenture, and the sole remedy in the event of a failure by the

Authority or the Dissemination Agent to comply with the provisions hereof shall be the action tocompel performance described in clause (a) of this Section 7.

Section 8. Dissemination Agent.(a) The Authority may, from time to time, appoint or engage a Dissemination Agent

to assist it in satisfying the obligations of the Authority hereunder and may discharge any suchDissemination Agent, with or without appointing a successor Dissemination Agent.

(b) The Dissemination Agent may execute any powers hereunder and perform anyduties required of it through attorneys, agents, and other experts, officers, or employees, selected

by it, and the written advice of such counsel or other experts shall be full and completeauthorization and protection in respect of any action taken, suffered or omitted by it hereunder ingood faith and in reliance thereon. The Dissemination Agent shall not be answerable for thedefault or misconduct of any attorney, agent, expert or employee selected by it with reasonablecare. The Dissemination Agent shall not be answerable for the exercise of any discretion orpower under this Disclosure Agreement or liable to the Authority or any other person for actionstaken hereunder, except for its own willful misconduct or negligence.


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(c) The Dissemination Agent may act on any resolution, notice, telegram, request,consent, waiver, certificate, statement, affidavit, or other paper or document which it in goodfaith believes to be genuine and to have been passed or signed by the proper persons or to havebeen prepared and furnished pursuant to any of the provisions of this Disclosure Agreement; and

the Dissemination Agent shall be under no duty to make any investigation as to any statementcontained in any such instrument, but may accept the same as conclusive evidence of theaccuracy of such statement in the absence of actual notice to the contrary.

Section 9. Term of Disclosure Undertaking.This Disclosure Undertaking shall terminate (1) upon payment or provision for payment

in full of the Bonds, or (2) upon repeal or rescission of Section (b)(5) of the Rule, or (3) upon afinal determination that Section (b)(5) of the Rule is invalid or unenforceable.

Section 10. Beneficiaries.This Disclosure Undertaking shall inure solely to the benefit of the Authority, the

Dissemination Agent, if any, and the Registered Owners from time to time of the Bonds andnothing herein contained shall confer any right upon any other person.

Section 11. Notices.Any written notice to or demand may be served, presented or made to the persons named

below and shall be sufficiently given or filed for all purposes of this Disclosure Undertaking ifdeposited in the United States mail, first class postage prepaid or in a recognized form ofovernight mail or by telecopy or electronic means with confirmation of receipt, addressed:

(a) To the Authority:Pennsylvania Economic Development Financing AuthorityCommonwealth Keystone Building400 North Street, 4th FloorHarrisburg, PA 17120-0225Attn: Executive Director

(b) To the MSRB at:http://emma.msrb.org

Section 12. Controlling Law.The laws of the Commonwealth of Pennsylvania shall govern the construction and

interpretation of this Disclosure Undertaking.


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Section 13. Successors and Assigns.All of the covenants, promises and agreements contained in this Disclosure Undertaking

by or on behalf of the Authority or by or on behalf of the Dissemination Agent shall bind andinure to the benefit of their respective successors and assigns, whether so expressed or not.

Section 14. Headings for Convenience Only.The descriptive headings in this Disclosure Undertaking are inserted for convenience of

reference only and shall not control or affect the meaning or construction of any of the provisionshereof.

Section 15. Counterparts.This Disclosure Undertaking 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 16. Entire Agreement.This Disclosure Undertaking sets forth the entire understanding of the Authority with

respect to the matters herein contemplated and no modification or amendment of or supplementto this Disclosure Undertaking shall be valid or effective unless the same is in writing and signedby the Authority.

[Remainder of page intentionally left blank]


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IN WITNESS WHEREOF, the Pennsylvania Economic Development FinancingAuthority has caused this Disclosure Undertaking to be executed by its authorized officer as ofthe day and year first above written.

PENNSYLVANIA ECONOMICDEVELOPMENT FINANCINGAUTHORITY

By: ___________________________


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form

.UndernocircumstancesshallthisPreliminaryOfcialStatementconstituteanoffertosellorthesolicitation

ofanoffertobuynorshalltherebeanysaleoftheBondsinanyjurisdictioninwhichsuchoffer,solicitationorsalewouldbeunlawfulpriortoregistration,

qualicationorexemptionunderthesecuritieslawsofany

suchjurisdiction.

PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 5, 2013

$286,902,828.60*

Pennsylvania Economic Development Financing AuthorityParking System Revenue Bonds

(Capitol Region Parking System)

Consisting of:

NEW ISSUE - BOOK ENTRY ONLY

Dated: Date of Issuance

Ratings: (see RATINGS

Due: as shown on insid

In the opinion of Bond Counsel and Special Tax Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and concompliance with certain covenants, interest on the Bonds, including interest in the form of original issue discount, is excludable from gross income for federal income tax purposes and is not a spreference item for purposes of the federa l alternati ve minimum tax. Bond Counsel and Special Tax Counsel are also of the opinion that, under the laws of the Commonwealth of Pennsylvania, as and construed on the date hereof, the Bonds are exempt from Pennsylvania personal property taxes and the interest on the Bonds is exempt from Pennsylvania income tax and Pennsylvania corporincome tax. For a more complete description of such opinions of Bond Counsel and Special Tax Counsel, see TAX MATTERS herein.

The Pennsylvania Economic Development Financing Authority (the Authority) is issuing: (i) $116,906,140.30,* original aggregate principal amount, Senior Parking Revenue Bonds (Capitol RegionSystem) Series A of 2013 consisting of $______* Current Interest Bonds, Series A-1 (the Series A-1 Bonds) and $______* Capital Appreciation Bonds, Series A-2 (the Series A-2 Bonds and, together Series A-1 Bonds, the Series A Bonds); (ii) $98,998,026.80,* original aggregate principal amount, Junior Guaranteed Parking Revenue Bonds (Capitol Region Parking System), Series B of 2013, cons$______* Current Interest Bonds, Series B-1 (the Series B-1 Bonds), $______* Capital Appreciation Bonds, Series B-2 (the Series B-2 Bonds), $______* Convertible Capital Appreciation Bonds, Se(the Series B-3 Bonds) and $______* Callable Capital Appreciation Bonds, Series B-4 (the Series B-4 Bonds and, together with the Series B-1 Bonds, the Series B-2 Bonds, and the Series B-3 Bonds, theB Bonds); and (iii) $70,998,661.50,* original aggregate principal amount, Junior Insured/Guaranteed Parking Revenue Bonds (Capitol Region Parking System), Series C of 2013 consisting of $______*Interest Bonds, Series C-1 (the Series C-1 Bonds), $______* Capital Appreciation Bonds, Series C-2 (the Series C-2 Bonds), and $______* Convertible Capital Appreciation Bonds, Series C-3 (the SeBonds and, together with the Series C-1 Bonds and the Series C-2 Bonds, the Series C Bonds). The Series A Bonds, the Series B Bonds and the Series C Bonds are collectively referred to herein as the The Bonds are being issued pursuant to a Trust Indenture, dated as of December 1, 2013 (the Indenture), by and between the Authority and U.S. Bank National Association, as trustee (the Trustee).

The Bonds of each series and subseries will mature on the dates and in the amounts, and bear interest at the rate or rates, set forth on the inside front cover hereof. Interest on Bonds which are CurrentBonds (as dened and described herein) is payable semiannually on each January 1 and July 1, commencing on July 1, 2014. Interest on Bonds which are Convertible Capital Appreciation Bonds (as dedescribed herein) is payable semiannually on each January 1 and July 1, commencing on the January 1 or July 1 next succeeding the Current Interest Commencement Date (as dened herein). The Bonds will bas fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (DTC or the Securities Depository), an autdepository for securities and a clearinghouse for securities transactions. Purchases of benecial interests in the Bonds will be made in book-entry form (without certicates). Bonds constituting Current Interewill be issued in denominations of $5,000 or any integral multiple thereof. Bonds constituting Capital Appreciation Bonds (as dened and described herein) or Convertible Capital Appreciation Bonds will b

in a Maturity Amount of $5,000 and integral multiples of $5,000 in excess thereof. So long as DTC, or its nominee, Cede & Co., is the registered owner of the Bonds, payments of the principal of, premiumand interest on the Bonds will be made directly by the Trustee to Cede & Co., which will remit such payments to the benecial owners of the Bonds. See THE BONDS The DTC Book-Entry-Only System

The Authority will use the proceeds of the Bonds, and other available moneys, to nance a project consisting of: (i) paying the cost of acquiring an interest in certain off-street parking garages and parktogether with metered parking spaces and devices and related parking assets owned or operated by the Harrisburg Parking Authority (the Parking Authority), as more fully described herein under the captioCAPITOL REGION PARKING SYSTEM; (ii) funding a deposit to the Capital Reserve Fund established under the Indenture; (iii) funding capitalized interest for the Series B Bonds and the Series C Bonds;paying the costs of issuing the Bonds.

CERTAIN BONDS ARE SUBJECT TO OPTIONAL REDEMPTION PRIOR TO MATURITY, MANDATORY SINKING FUND REDEMPTION OR REDEMPTION FROM THE SINFUND ACCOUNT AS DESCRIBED HEREIN. See THE BONDS Redemption herein. CERTAIN OF THE BONDS ARE NON-CALLABLE.

The Bonds are payable from and secured by the trust estate pledged under the Indenture consisting of: (i) all Revenues (as herein dened) and moneys and funds in the Funds and Accounts established under the Indenture, including a separate debt service reserve fund account for each series of the Bonds (but excluding the Rebate Fund and the Surplus Fund); (ii) a Leasehold Mortgage (as herein dened), fAuthority to the Trustee pursuant to which the Authority will grant a rst lien to the Trustee on the Lease between the Parking Authority and the Authority (the Lease) and in the Authoritys right, title and inand to certain parking assets, consisting of garages, parking lots and related rights set forth in the Lease (the Leased Premises), all as described in the Lease; and (iii) an assignment from the Authority to theof certain rights of the Authority under the Assigned Documents (as dened herein). In addition, the Asset Manager (as dened herein) will assign to the Trustee its right, title and interest in and to the Parking SAgreement and the Parking Enforcement Agreement (each as dened herein) and the Commonwealth of Pennsylvania Department of General Services will assign to the Trustee its right, title and interest in anParking Enforcement Engagement Agreement (as dened herein). Initially, the Debt Service Reserve Fund Requirements for the Series A Bonds, the Series B Bonds and the Series C Bonds, respectively, are eto be funded by separate Debt Service Reserve Fund Surety Policies to be issued by Assured Guaranty Municipal Corp. (Assured Guaranty). See SECURITY FOR THE BONDS herein.

Payment of the principal of and interest on the Series A Bonds shall be made from Revenues (as dened herein) prior to payment of Current Expenses (as dened herein) of the Parking System and apayments being made under the Indenture. See SECURITY FOR THE BONDS herein. Payment of the principal of and interest on the Series B Bonds and the Series C Bonds is payable after the paymeprincipal of and interest on the Series A Bonds and Current Expenses of the Parking System.

Payment of the principal of and interest on the Series B Bonds is guaranteed by the County of Dauphin (the County) pursuant to the Series B Bond Guaranty Agreement (the Series B Bond Guwhich is secured by a pledge of the full faith, credit and taxing power of the County. See SECURITY FOR THE BONDS County Guarantee of the Series B Bonds herein.

The scheduled payment of the principal of and interest on the Series C Bonds when due will be guaranteed under a municipal bond insurance policy (the Series C Bond Insurance Policy) to bby Assured Guaranty concurrently with the delivery of the Series C Bonds. If Assured Guaranty fails to honor its obligations under the Series C Bond Insurance Policy, payment of the principal of andon the Series C Bonds is guaranteed by the County pursuant to the Series C Bond Guaranty Agreement (the Series C Bond Guaranty), which is secured by a pledge of the full faith, credit and taxing pthe County. See SECURITY FOR THE BONDS Series B Bond Guaranty and Series C Bond Guaranty herein.

THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM TTRUST ESTATE. NEITHER THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICSUBDIVISION THEREOF (EXCEPT THE COUNTY UNDER THE SERIES B BOND GUARANTY ATHE SERIES C BOND GUARANTY WITH RESPECT TO THE SERIES B BONDS AND THE SERIEBONDS, RESPECTIVELY) IS OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICEOR THE INTEREST ON THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXI

POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISITHEREOF (EXCEPT THE COUNTY UNDER THE SERIES B BOND GUARANTY AGREEMENT ATHE SERIES C BOND GUARANTY WITH RESPECT TO THE SERIES B BONDS AND THE SERIEBONDS, RESPECTIVELY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTIPRICE OF OR INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. See Risk Factors herein for a description of certain risks associated with an investment in the Bonds.

The Bonds are offered when, as and if issued by the Authority, subject to the approval of the legality of the Bonds by Dilworth Paxson LLP, Philadelphia, Pennsylvania, Bond Counsel, and the deliveopinion of Kutak Rock, Washington, D.C., Special Tax Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by Blank Rome LLP, Philadelphia, Pennsylvania.legal matters will be passed upon for the Authority by the Ofce of Chief Counsel, Pennsylvania Department of Community and Economic Development, Harrisburg, Pennsylvania; for the County by Mette& Woodside, for the City by the City Solicitor, and for the Parking Authority by Pepper Hamilton LLP. It is expected that the Bonds in denitive form will be available for delivery to The Depository Trust Cin New York, New York on or about December __, 2013.

This cover page contains certain information for quick reference only. It is not a summary of the Ofcial Statement. Investors must read the entire Ofcial Statement to obtain information essentimaking of an informed investment decision.

Dated: December __, 2013* Preliminary, subject to change.



Series A of 2013



Series B of 2013

$70,998,661.50*Junior Insured/Guaranteed Parking Revenue Bo


Series C of 2013

Guggenheim Securities Piper Jaffray & Co.BofA Merrill Lynch Citigroup Morgan Stanley PNC Capital Markets LLC


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Pennsylvania Economic Development Financing Authority



SUBSERIES, MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,YIELDS, PRICES AND CUSIPS**

$_______________*Current Interest Bonds, Series A-1$_______________*Capital Appreciation Bonds, Series A-2

$98,998,026.80*

Junior Guaranteed Parking Revenue Bonds(Capitol Region Parking System)

Series B of 2013


$_______________*Current Interest Bonds, Series B-1$_______________*Capital Appreciation Bonds, Series B-2

$_______________*Convertible Capital Appreciation Bonds, Series B-3$_______________*Callable Capital Appreciation Bonds, Series B-4

* Preliminary, subject to change.

** The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by anorganization not affiliated with the Authority or the Underwriters, and such parties are not responsible for the selection or useof the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation ismade as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the termof such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or theuse of secondary market financial products. Neither the Authority nor the Underwriters has agreed to, and there is no duty orobligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.


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$70,998,661.50*Junior Insured/Guaranteed Parking Revenue Bonds

(Capitol Region Parking System)Series C of 2013


$ *Current Interest Bonds, Series C-1$ *Capital Appreciation Bonds, Series C-2

$___________*Convertible Capital Appreciation Bonds, Series C-3

* Preliminary, subject to change.

** The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by anorganization not affiliated with the Authority or the Underwriters, and such parties are not responsible for the selection or useof the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation ismade as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the termof such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or theuse of secondary market financial products. Neither the Authority nor the Underwriters has agreed to, and there is no duty orobligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.


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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OREFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDSAT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCHSTABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERSMAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWERTHAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE OF THIS OFFICIALSTATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BYTHE UNDERWRITERS.

This Official Statement does not constitute an offer to sell the Bonds in any jurisdiction to any person towhom it is unlawful to make such offer in such jurisdiction. No dealer, broker, salesman or other person has beenauthorized by the Authority or the Underwriters to give any information or to make any representation other thanthat contained herein and, if given or made, such other information or representation must not be relied upon ashaving been authorized. Neither the delivery of this Official Statement nor the sale of any of the Bonds impliesthat the information herein is correct as of any time subsequent to the date hereof. The information andexpressions of opinion herein are subject to change without notice, and neither the delivery of this OfficialStatement nor any sale made hereunder shall, under any circumstances, create the implication that there has beenno change in the matters described herein since the date hereof.

This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Allsummaries of statutes and documents are qualified in their entirety by reference to such statutes and documents,respectively, and do not purport to be complete statements of any or all of such provisions.

The information set forth herein has been provided by the Authority, the County, the Parking Authority,the City, Assured Guaranty, the Office of Receiver, the Asset Manager (as defined herein), the Operator (asdefined herein) and by other sources which such parties believe are reliable, but it is not guaranteed as to itsaccuracy or completeness, and it is not to be construed as a representation by the Underwriters.

Assured Guaranty makes no representation regarding the Bonds or the advisability of investing in theBonds. In addition, Assured Guaranty has not independently verified, makes no representation regarding, anddoes not accept any responsibility for the accuracy or completeness of this Official Statement or any informationor disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the informationregarding Assured Guaranty supplied by Assured Guaranty and presented under the heading SERIES C BONDINSURANCE and Appendix R - Specimen Municipal Bond Insurance Policy.

This Official Statement is submitted in connection with the sale of the Bonds referred to herein and maynot be reproduced or be used, as a whole or in part, for any other purpose.

The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon anexemption contained therein, and have not been registered or qualified under the securities laws of any state.

If and when included in this Official Statement, the words expects, forecasts, projects,intends, anticipates, estimates, assumes and analogous expressions are intended to identifyforward-looking statements and any such statements inherently are subject to a variety of risks anduncertainties that could cause actual results to differ materially from those that have been projected. Suchrisks and uncertainties which could affect the revenues and obligations of the Authority include, amongothers, changes in economic conditions, mandates from other governments and various other events,conditions and circumstances, many of which are beyond the control of the Authority. Such forward-looking statements speak only as of the date of this Official Statement. The Authority and theUnderwriters disclaim any obligation or undertaking to release publicly any updates or revisions to anyforward-looking statement contained herein to reflect any changes in the Authoritys expectations withregard thereto or any change in events, conditions or circumstances on which any such statement is based.

THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDINGTHE APPENDICES HERETO AND INFORMATION INCORPORATED HEREIN BY REFERENCE, ARENOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY ORIMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO ANDINFORMATION INCORPORATED HEREIN BY REFERENCE, MUST BE CONSIDERED IN ITSENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIALSTATEMENT.


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IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWNEXAMINATION OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKSINVOLVED. THE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATESECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OFTHIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Preliminary Official Statement is the only version of the Preliminary Official Statement thathas been authorized by the Authority to be distributed by the Underwriters. Any other documents

purporting to be drafts or copies of this Preliminary Official Statement that are not identical to thisPreliminary Official Statement have not been deemed final and were not authorized to be distributed onbehalf of the Authority and were not issued by the Authority.

The Underwriters have provided the following sentence for inclusion in this Official Statement. TheUnderwriters have reviewed the information in this Official Statement in accordance with and as part of itsresponsibilities to investors under the federal securities laws as applied to the facts and circumstances of thistransaction, but the Underwriters do not guarantee the accuracy or completeness of such information.


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TABLE OF CONTENTS

Page

INTRODUCTORY STATEMENT ....................................................................................................... 1THE CITY OF HARRISBURG ............................................................................................................. 6TRANSFER OF THE PARKING SYSTEM ........................................................................................ 7THE CAPITOL REGION PARKING SYSTEM ............................................................................... 12OPERATION OF THE PARKING SYSTEM ................................................................................... 16CAPITAL IMPROVEMENTS TO THE PARKING SYSTEM ....................................................... 29REVENUES OF THE PARKING SYSTEM ...................................................................................... 30DGS PARKING LEASE ....................................................................................................................... 37INDEPENDENT ENGINEERS REPORT ........................................................................................ 38DEFEASANCE OF PARKING AUTHORITY BONDS ................................................................... 39SOURCES AND USES ......................................................................................................................... 40SECURITY FOR THE BONDS .......................................................................................................... 40THE COUNTY OF DAUPHIN ............................................................................................................ 52SERIES C BOND INSURANCE ......................................................................................................... 52DEBT SERVICE SCHEDULE ............................................................................................................ 55THE BONDS ......................................................................................................................................... 56PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY ....................... 66RISK FACTORS ................................................................................................................................... 69TAX MATTERS ................................................................................................................................... 75CONTINUING DISCLOSURE ........................................................................................................... 77LITIGATION ........................................................................................................................................ 78LEGAL MATTERS .............................................................................................................................. 78RATINGS .............................................................................................................................................. 78UNDERWRITING ................................................................................................................................ 79CERTAIN RELATIONSHIPS BETWEEN PARTIES ..................................................................... 79MISCELLANEOUS .............................................................................................................................. 81

APPENDIX A Definitions of Certain Terms

APPENDIX B Form of Indenture

APPENDIX C Form of Asset Transfer Agreement

APPENDIX D Form of Lease

APPENDIX E Form of PEDFA Intergovernmental Cooperation Agreement

APPENDIX F Form of DGS Intergovernmental Cooperation Agreement


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APPENDIX G Financial Review of the Long-Term Lease of the Capitol Region Parking System

Independent Engineers Report

APPENDIX H Form of Servicing Agreement

APPENDIX I Form of Asset Management Agreement

APPENDIX J Form of Parking Enforcement Engagement AgreementAPPENDIX K Form of Parking Services Agreement

APPENDIX L Form of Parking Enforcement Agreement

APPENDIX M Form of DGS Parking Lease

APPENDIX N Forms of Dauphin County Guaranties

APPENDIX O Form of Leasehold Mortgage

APPENDIX P Dauphin County Financial Statements for the Fiscal Years Ended December 31, 2012

and December 31, 2011

APPENDIX Q Certain Information With Respect to the County of Dauphin

APPENDIX R Specimen Series C Bond Insurance Policy

APPENDIX S Form of Authority Continuing Disclosure Agreement

APPENDIX T Form of Dauphin County Continuing Disclosure Agreement

APPENDIX U Form of Bond Counsel Opinion

APPENDIX V Form of Special Counsel Opinion


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OFFICIAL STATEMENT

$286,902,828.60*Pennsylvania Economic Development Financing Authority

Parking System Revenue Bonds(Capitol Region Parking System)

Consisting of:




(Capitol Region Parking System)Series B of 2013

$70,998,661.50*Junior Insured/Guaranteed Parking Revenue Bonds

(Capitol Region Parking System)Series C of 2013

INTRODUCTORY STATEMENT

This Official Statement, including the cover page, inside cover page, and Appendices, isfurnished in connection with the offering by the Pennsylvania Economic Development FinancingAuthority (the Authority) of:

(i) $116,906,140.30,*original aggregate principal amount, Senior Parking RevenueBonds (Capitol Region Parking System) Series A of 2013, consisting of $______* Current Interest Bonds,Series A-1 (the Series A-1 Bonds) and $______* Capital Appreciation Bonds, Series A-2 (the SeriesA-2 Bonds and, together with the Series A-1 Bonds, the Series A Bonds);

(ii) $98,998,026.80,*original aggregate principal amount, Junior Guaranteed ParkingRevenue Bonds (Capitol Region Parking System), Series B of 2013, consisting of $______* Current

Interest Bonds, Series B-1 (the Series B-1 Bonds), $______*Capital Appreciation Bonds, Series B-2(the Series B-2 Bonds), $______*Convertible Capital Appreciation Bonds, Series B-3 (the Series B-3Bonds) and $______*Callable Capital Appreciation Bonds, Series B-4 (the Series B-4 Bonds and,together with the Series B-1 Bonds, the Series B-2 Bonds and the Series B-3 Bonds, the Series BBonds); and

(iii) $70,998,661.50,*original aggregate principal amount, Junior Insured/GuaranteedParking Revenue Bonds (Capitol Region Parking System), Series C of 2013, consisting of $______*Current Interest Bonds, Series C-1 (the Series C-1 Bonds), $______* Capital Appreciation Bonds,Series C-2 (the Series C-2 Bonds) and $______*Convertible Capital Appreciation Bonds, Series C-3(the Series C-3 Bonds and, together with the Series C-1 Bonds and the Series C-2 Bonds, the Series CBonds).

The Series A Bonds, the Series B Bonds and the Series C Bonds are collectively referred toherein as the Bonds. The Bonds are being issued pursuant to a Trust Indenture, dated as ofDecember 1, 2013 (the Indenture), by and between the Authority and U.S. Bank National Association,as trustee (the Trustee).

Capitalized terms used herein, and not otherwise defined, have the meanings ascribed thereto inthe Indenture or in Appendix A attached hereto are made a part hereof.

*Preliminary, subject to change.


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The Authority

The Authority is a public instrumentality and body corporate and politic of the Commonwealth ofPennsylvania (the Commonwealth) created pursuant to the Pennsylvania Economic DevelopmentFinancing Law, Act No. 102, approved August 23, 1967, P.L. 251, as amended, including theamendments effected by Act No. 48, approved July 10, 1987, P.L. 273 and Act No. 74, December 17,

1993, P.L. 490 (the Act) to provide financing for qualifying projects in the Commonwealth. SeePENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY herein for certaininformation concerning the Authority. The Authority is not related to or under common control with theHarrisburg Parking Authority (the Parking Authority).

Authority for Issuance of the Bonds, the Transfer of the Parking System and County Guaranties

The Bonds are authorized to be issued pursuant to the Act and a resolution adopted by the Boardof the Authority on December 4, 2013.

On November 12, 2013, the City Council of the City of Harrisburg (the City) enactedordinances approving the Asset Transfer Agreement (as herein defined) and the Intergovernmental

Cooperation Agreements (as herein defined) (collectively, the Ordinances). The Ordinances weresigned by the Mayor of the City on November 13, 2013.

On November 26, 2013, the Board of the Parking Authority adopted a resolution approving thetransfer of the Off-Street Parking System (as defined herein).

On October 16, 2013, the Local Government Commission reviewed and made recommendationson the Intergovernmental Cooperation Agreements in accordance with the requirements of Title 53 of thePennsylvania Consolidated Statutes (Pa.C.S.) 2314.

By Ordinance No. 7-2013, duly enacted dated October 30, 2013, the Board of Commissioners ofthe County of Dauphin (the County) authorized and approved the incurrence of lease rental debt for

purposes of the Local Government Unit Debt Act, 53 Pa.C.S, Chapters 80-82, as amended (the DebtAct) through providing its guaranties for the Authoritys Series B Bonds and the Series C Bonds. OnNovember 13, 2013, as authorized by Ordinance No. 7-2013, an Application to Deliver GuarantyAgreements was filed on behalf of the County in the Department of Community and EconomicDevelopment. A complete and accurate copy of the proceedings required by Section 8201(a) of the DebtAct consisting of a certified copy of Ordinance No. 7-2013, the debt statement and proofs of properpublication of the advertisement prior to its enactment and following final enactment of Ordinance No. 7-2013 were submitted for approval along with the appropriate statements required by Section 8026 of theDebt Act for exclusion of the amounts payable in respect of its guaranties from the appropriate debt limitof the County as self-liquidating debt.

Pursuant to Section 8204 of the Debt Act, the Department certified its approval to the County forthe incurrence of lease rental debt (LRA No. 131203-03 2013, dated December 3, 2013) and for theexclusion of self-liquidating debt (E No. 131203-04 2013, dated December 3, 2013).

Purpose of the Issue

The Authority will use the proceeds of the Bonds, and other available moneys, to finance aproject consisting of: (i) paying the cost of acquiring certain off-street parking garages and parking lots,together with metered parking spaces and devices, and related parking assets owned or operated by theParking Authority as more fully described below under the captions INTRODUCTORY STATEMENT Acquisition of the Parking System and THE CAPITOL REGION PARKING SYSTEM herein (theParking System); (ii) funding a deposit to the Capital Reserve Fund established under the Indenture;


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(iii) funding capitalized interest for the Series B Bonds and Series C Bonds and (iv) paying the costs ofissuing the Bonds.

The Parking System

The term Parking System, as such term is used herein and as used in the Indenture, means

(i) (a) the Metered Parking Spaces, (b) the Metering Devices, normal meter poles, computer systems andsoftware used in connection with the administration and operation of Metered Parking Spaces and thecollection of Metered Parking Fees, and all improvements and personal property of any and every kindwhatsoever forming a part of and used in connection with the operation and maintenance of the meteringsystem associated with the Metered Parking Spaces (including all Metering Devices but excluding anyinterest in the streets, sidewalks, paving, sign poles, tripods, streetlights or similar real or personalproperty) and (c) for purposes of enforcement only, all of the Unmetered Parking Spaces, but excludingany interests in the streets, sidewalks, paving or similar real property (together, the On-Street ParkingSystem); and (ii) the public parking system consisting of the parking facilities as described under thecaption THE CAPITOL REGION PARKING SYSTEM herein (the Parking Facilities), allimprovements, including paving, structures, signage (including all parking garage entry and exit signage),fixtures, equipment, and personal property of any and every kind whatsoever forming a part of and used

in connection with such garages and lots from time to time, but excluding all rights (including oil, gas andmineral rights, air rights and development rights) retained by the Parking Authority as the fee simpleowner of the Parking System Land and structures and improvements (the Off-Street Parking Systemand, together with the On-Street Parking System, the Parking System).

Acquisition of the Parking System

Concurrently with the issuance of the Bonds, the Parking System will be transferred to theAuthority pursuant to an Asset Transfer Agreement for the City of Harrisburg Parking System, dated as ofDecember 1, 2013, among the City, the Parking Authority and the Authority (the Asset TransferAgreement) and a Lease, dated as of December 1, 2013, between the Parking Authority and theAuthority (the Lease). Also concurrently with the issuance of the Bonds, (i) certain of the Citys

functions, powers and responsibilities with respect to the On-Street Parking System, including, withoutlimitation, all of the Citys right, title and interest in and to the revenues derived from the On-StreetParking System, will be delegated to the Authority pursuant to an Intergovernmental CooperationAgreement, dated as of December 1, 2013, between the City and the Authority (the PEDFAIntergovernmental Cooperation Agreement), and (ii) the Citys Parking Enforcement Powers (as definedherein) will be delegated to the Commonwealth of Pennsylvania Department of General Services(DGS) pursuant to an Intergovernmental Cooperation Agreement, dated as of December 1, 2013,between the City and DGS (the DGS Intergovernmental Cooperation Agreement and, together with thePEDFA Intergovernmental Cooperation Agreement, the Intergovernmental Cooperation Agreements).See TRANSFER OF THE PARKING SYSTEM herein.

Security for the Bonds

The Bonds are limited obligations of the Authority, payable solely from and secured by the trustestate pledged under the Indenture (the Trust Estate) consisting of: (i) all Revenues (as hereinafterdefined) and moneys and securities in the Funds and Accounts established and held under the Indenture,including a separate debt service reserve fund account for each series of the Bonds (but excluding theRebate Fund and the Surplus Fund); (ii) a first priority Open-End Leasehold Mortgage, SecurityAgreement, Fixture Filing and Assignment of Leases and Rents, dated as of December 1, 2013, betweenthe Authority, as mortgagor and assignor, as applicable, and the Trustee, as mortgagee and assignee, asapplicable, for the benefit of the Owners of the Bonds (the Leasehold Mortgage) pursuant to which theAuthority will grant a first lien to the Trustee in the Authoritys right, title and interest in and to theparking assets consisting of garages, parking lots and related rights (the Leased Premises) set forth and


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described in the Lease, dated as of December 1, 2013, between the Parking Authority and the Authority(the Lease); and (iii) an Assignment, dated as of December 1, 2013, from the Authority to the Trustee(the Assignment) of certain rights of the Authority under the Asset Transfer Agreement, the Lease, theDGS Parking Lease, the Asset Management Agreement and the PEDFA Intergovernmental CooperationAgreement (all, as defined herein and collectively, the Assigned Documents). In addition, the AssetManager (as defined herein) will assign to the Trustee its right, title and interest in and to the Parking

Enforcement Operations Agreement and Parking Services Agreement (each as defined herein) and DGSwill assign to the Trustee all of its right, title and interest in and to the Parking Enforcement EngagementAgreement (as defined herein) to the Trustee.

The term Revenues, as used herein and used in the Indenture, means all revenues, receipts andincome derived from the operation of the Parking System, including enforcement revenues, but excluding(i) parking or gross receipts taxes and other taxes collected from users and remitted to the applicabletaxing authority, and (ii) the Parking Lease City Payments consisting of the amount determined asfollows: total receipts for the specified period under the DGS Parking Lease divided by six.

Initially, the Debt Service Reserve Fund Requirements for the Series A Bonds, the Series BBonds and the Series C Bonds, respectively, are expected to be funded by separate Debt Service Reserve

Fund Surety Policies to be issued by Assured Guaranty Municipal Corp. (Assured Guaranty).

The scheduled payment of the principal of and interest on the Series A Bonds shall be made fromRevenues prior to Current Expenses or any other payments being made under the Indenture. However,the County of Dauphin (the County) and Assured Guaranty will have the right to control the exercise ofremedies under the Indenture if the Authority is not in default of payment of the Series A Bonds. SeeSECURITY FOR THE BONDS herein and Appendix B Form of Indenture hereto. Payment ofthe principal of and interest on the Series B Bonds and the Series C Bonds is payable after the payment ofthe principal of and interest on the Series A Bonds and Current Expenses of the Parking System.

Payment of the principal of and interest on the Series B Bonds is guaranteed by the Countypursuant to the Series B Bond Guaranty Agreement, dated as of December 1, 2013 among the County, the

Authority and Trustee (the Series B Bond Guaranty) which is secured by a pledge of the full faith,credit and taxing power of the County. See SECURITY FOR THE BONDS County Guarantee of theSeries B Bonds herein and Appendix N Form of Dauphin County Guaranties hereto.

The scheduled payment of the principal of and interest on the Series C Bonds when due will beguaranteed under a municipal bond insurance policy (the Series C Bond Insurance Policy) to be issuedby Assured Guaranty concurrently with the delivery of the Series C Bonds. If Assured Guaranty fails tohonor its obligations under the Series C Bond Insurance Policy, payment of the principal of and intereston the Series C Bonds is guaranteed by the County pursuant to the Series C Bond Guaranty Agreement,dated as of December 1, 2013, among the County, the Authority and the Trustee (the Series C BondGuaranty), which is secured by a pledge of the full faith, credit and taxing power of the County. SeeSECURITY FOR THE BONDS Series B Bond Guaranty and Series C Bond Guaranty herein and

Appendix M Form of Dauphin County Guaranties hereto.

THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLESOLELY FROM THE TRUST ESTATE. NEITHER THE COMMONWEALTH OFPENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE COUNTYUNDER THE SERIES B BOND GUARANTY AND THE SERIES C BOND GUARANTY WITHRESPECT TO THE SERIES B BONDS AND THE SERIES C BONDS, RESPECTIVELY) ISOBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE OF OR THE INTERESTON THE BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OFTHE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISIONTHEREOF (EXCEPT THE COUNTY UNDER THE SERIES B BOND GUARANTY AND THE


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SERIES C BOND GUARANTY WITH RESPECT TO THE SERIES B BONDS AND THESERIES C BONDS, RESPECTIVELY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPALOR REDEMPTION PRICE OF OR INTEREST ON THE BONDS. THE AUTHORITY HAS NOTAXING POWER.

Authority Notes

Simultaneously with the issuance of the Bonds, the Authority is issuing to the Parking Authoritya note in the principal amount of $20,000,000*(Authority Note 1), a note in the principal amount of77,000,000*(Authority Note 2), a note in the principal amount of $100,000,000*(Authority Note 3)and a note in the principal amount of $100,000*(Authority Note 4 and, together with Authority Note 1,Authority Note 2 and Authority Note 3, the Authority Notes). The Authority Notes are being issuedpursuant to the Indenture and secured, on a subordinate basis, by the Trust Estate. The Authority Notesare not being offered by means of this Official Statement.

If and when included in this Official Statement, the words expects, forecasts,projects, intends, anticipates, estimates, assumes and analogous expressions areintended to identify forward-looking statements and any such statements inherently are subject to a

variety of risks and uncertainties that could cause actual results to differ materially from those thathave been projected. Such risks and uncertainties which could affect the revenues and obligationsof the Authority include, among others, changes in economic conditions, mandates from othergovernments and various other events, conditions and circum