A Public–Private Partnershipwith the

Harrisburg Public Parking System

LAZ Parking / Harrisburg Parking Authority / North American Strategic Infrastructure Partners

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CONTENTS

• A Great Deal for Harrisburg: Transaction Overview 4

• Executive Overview: Sources and Uses of Funds 5

• Additional Benefits 6

• Before/After Comparison 7

• Labor’s Participation in the Harrisburg P3 8

• Benefits to Labor 9

• P3s Are on the Horizon: Harrisburg Could Lead 10

• Examples of Completed Transaction 11

• Sponsors 12

• LAZ Parking: “Best-in-Class Operator” 13

Appendix: Teamster Letter to LAZ Parking 14

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AERIAL OF HARRISBURG PARKING AUTHORITY

Harrisburg Parking Authority, current facilities

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A GREAT DEAL FOR HARRISBURG: TRANSACTION OVERVIEW• Highly competitive process: RFQ, approximately 20 respondents; RFP, 6 bidders

• Public–Private Partnership between the City of Harrisburg (“City”), Harrisburg Parking Authority (“HPA”), and Harrisburg Public Parking, LLC (the “Concessionaire”) to include nine garages, two lots, and on-street parking meters (the “Parking System”)

• $215 million up-front payment by Concessionaire to the City/HPA

• 75-year concession period, during which the Concessionaire assumes responsibility for operating and maintaining the Parking System with its existing workforce, in accordance with detailed “Operating Standards”

• Parking System remains the property of the HPA and the City and control of same reverts back to the people of Harrisburg at the conclusion of the concession

• All existing union employees working in the parking system retain their jobs, and Concessionaire assumes collective bargaining agreement

• HPA and City oversee the enforcement of the “Operating Standards”

• Concessionaire is obligated to make all capital expenditures required to maintain the Parking System and enforce the meters, and to return the asset in good condition at the end of the concession to the City/HPA

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EXECUTIVE OVERVIEW: SOURCES AND USES OF FUNDSSources: $215 million up-front payment by Concessionaire to the City/HPA

Uses:

• City/HPA repays $114 million of current bond on parking assets through defeasance ($120 million of securities)

• The City repays all of its General Obligation Bonds ($88 million)

• The City’s annual cash flow is increased as a result by over $11 million per year (see page 7)

• The City receives an additional $575,000 in ongoing annual payments, for a total of over $11,575,000 per annum

• The City’s credit rating improves to among the best of any city in Pennsylvania

• The City has enhanced and less-expensive borrowing capacity

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ADDITIONAL BENEFITS• New Budget Flexibility: Determine how best to use the cash flow

infusion into the City budget, e.g.:

Support and expand City programs and services Greenlight new projects and initiatives Tax relief for City residents Pay down additional City debt

• Enhanced Services: Technology upgrades, increased valet parking, and other initiatives to facilitate public parking in Harrisburg and support City businesses

• Existing Jobs: Protect and potentially increase the jobs currently held by union employees

• New Jobs: Create additional jobs in the City through the use of transaction proceeds

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BEFORE/AFTER COMPARISON

Harrisburg Public Parking Transaction Before Transaction After Transaction

Bond Debt Secured by HPA Assets $114,000,000 $0

City General Obligation Debt $ 88,000,000 $0

City Earnings (Annual)HPA ContributionNet Enforcement IncomeSavings on Debt ServicePayment for 7th St. LotHPA Operations

$ 4,000,000$ 200,000

$ 200,000$11,000,000$ 250,000$ 125,000

Total Annual Cash Flow to City $ 4,200,000 $11,575,000

City's G.O. Debt Capacity $0 $50,000,000+

# Union EmployeesEmployed By

62 Employees HPA

62 Employees HPP

HPA Annual Capital Obligations & Maintenance Costs $ 270,000+ $0

Ongoing Garage Maintenance Expenses by City/HPA 100%

Ongoing Garage Maintenance Expenses by HPP 100%

Obligations to Rebuild Garages by City/HPA 100%

Obligations to Rebuild Garages by HPP 100%

Fee Ownership of Garages 100% City/HPA 100% City/HPA

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LABOR’S PARTICIPATION IN THE HARRISBURG P3

North American Strategic Infrastructure Partners and LAZ Parking believe that labor should benefit from the Harrisburg Parking System privatization. And we are committed to:

• assuming the collective bargaining agreement as presented in our proposal;• protecting the interests of organized labor;• creating additional jobs within the parking system; and • reaping the economic benefits of new job creation from the use of the

concession proceeds.

WE SEEK TO INVOLVE AND PROTECT

ORGANIZED LABOR

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THE BENEFITS FOR LABOR

THIS TEAM WILL HONOR LABORWe will protect the jobs currently held by union employees working for the various labor

unions associated with the Parking System and meter enforcement

Letter of recommendation from the Chicago union involved in the Chicago Underground Parking System, which LAZ took over as operator

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P3S ARE ON THE HORIZON: HARRISBURG COULD LEAD • Although a relatively new concept in the United States, the

privatization of government infrastructure has occurred successfully for many years in England, Germany, France, Brazil, Australia, Canada, and other first-world countries throughout Europe, Asia, and South America

• In the last few years, legislatures throughout the United States have begun the process of privatizing their infrastructure through Public– Private Partnerships

• Billions of dollars of infrastructure will be privatized in the United States over the next two decades

• Harrisburg has an opportunity to become a leader in this emerging area of public finance in the United States

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EXAMPLES OF COMPLETED TRANSACTIONS

The Chicago Skyway transaction executed by a partnership of local authorities including and Cintra/Macquarie

Chicago’s privatization of its downtown underground parking garages evolved as a partnership including LAZ Parking

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SPONSORS

• Harrisburg Public Parking, LLC (the “Concessionaire”) is a special-purpose entity formed to acquire a long-term concession of the Harrisburg Public Parking System

• HPP will be managed by a joint venture of North American Strategic Infrastructure Partners, LLC and LAZ Parking Realty Investors, LLC

• The Cloud Company, a minority partner in the transaction, is a highly respected African-American business enterprise involved in real estate and community development.

Sanford (“Sandy”) Cloud, Jr., Chairman: Lawyer, former state senator, corporate executive, and community engagement leader

Adam Cloud, Principal: Expert in state and municipal bond finance, as well as real estate and infrastructure development expert

Christopher Cloud, Principal: Government and community relations professional

• LAZ Parking Realty Investors, LLC represents a “best-in-class” parking operator

• North American Strategic Infrastructure Partners, LLC Jacob Frydman: A leading National real estate developer and investor Leonard Shaykin: A prominent private equity investor

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• Extensive experience around the country

• Success with the Chicago Underground Parking Authority P3 transaction

• Successful current operations within Harrisburg

• Extensive experience in the capital markets

• LAZ is a partner of Vinci, the largest parking operator in the world

• Union friendly: LAZ enjoys excellent relations with organized labor

• Community commitment

LAZ PARKING: “BEST-IN-CLASS” OPERATOR

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APPENDIX: Teamster Letter to LAZ Parking