$28,325,000 Parking Revenue Refunding Bonds of the Parking Authority of the City of Trenton County of Mercer, New Jersey

NEW ISSUE RATINGS: (See “RATINGS” herein) (BOOK-ENTRY ONLY)

In the opinion of McManimon, Scotland & Baumann, L.L.C, Bond Counsel to the Authority (as defined herein), pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”) interest on the Bonds is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the alternative minimum tax imposed on individuals and corporations. It is also the opinion of Bond Counsel, that interest on the Bonds held by corporate taxpayers is included in “adjusted current earnings” in calculating alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. In addition, in the opinion of Bond Counsel, interest on and any gain from the sale of the Bonds is not includable as gross income under the New Jersey Gross Income Tax Act. Bond Counsel’s opinions described herein are given in reliance on representations, certifications of fact, and statements of reasonable expectation made by the Authority in its Tax Certificate (as defined herein), assume continuing compliance by the Authority with certain covenants set forth in its Tax Certificate, and are based on existing statutes, regulations, administrative pronouncements and judicial decisions. See “TAX MATTERS” herein. $28,325,000 PARKING REVENUE REFUNDING BONDS OF THE PARKING AUTHORITY OF THE CITY OF TRENTON COUNTY OF MERCER, NEW JERSEY

CONSISTING OF $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B

Dated: Date of Delivery Due: As shown on the inside cover hereof The $19,295,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A (the “Series A Bonds”) and $9,030,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B (the “Series B Bonds”, and together with the Series A Bonds, the “Bonds”) of the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey (the “Authority”), as authorized by the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948, of the State of New Jersey, as amended and supplemented (the “Act”), shall be issued as fully registered bonds and, when issued, will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for these Bonds. Purchases of the Bonds will be made in book- entry form, in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interest in the Bonds purchased. As long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (as hereinafter defined) of the Bonds. See “DESCRIPTION OF THE BONDS - Book-Entry Only System” herein. U.S. Bank National Association, Morristown, New Jersey, will serve as Trustee, Paying Agent, Escrow Agent and Registrar for the Bonds (“Trustee”, “Paying Agent”, “Escrow Agent” and “Registrar”, respectively). The principal or redemption price of and interest on the Bonds will be paid by the Paying Agent. As long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursement of such payments to Direct Participants is the responsibility of DTC and disbursement of such payments to Beneficial Owners is the responsibility of the Direct Participants and the Indirect Participants, as more fully described herein. Interest on the Bonds will be payable on October 1, 2013 and semi-annually thereafter on April 1 and October 1 of each year until maturity to the registered owner of record as of March 15 and September 15 next preceding such interest payment date as shown on the registration books of the Authority maintained by the Registrar. The Bonds shall mature and bear interest as set forth on the inside front cover. The Bonds are subject to optional and mandatory redemption prior to their stated maturity, as described herein.

The Bonds are being issued to provide funds which will be used (i) with respect to the Series A Bonds, for the current refunding of the Authority’s Parking Revenue Refunding Bonds (City Guaranteed, Series 2001) (the “Series 2001 Bonds”), and (ii) to pay the costs of issuance for the Bonds. See “PLAN OF FINANCING” herein.

The Bonds are being issued to provide funds which will be used (i) with respect to the Series B Bonds, for the advance refunding of the Authority’s Parking Revenue Bonds (City Guaranteed, Series 2003) (the “Series 2003 Bonds” and together with the Series 2001 Bonds, the “Bonds to be Refunded”); and (ii) to pay the costs of issuance for the Bonds. See “PLAN OF FINANCING” herein.

The Bonds are direct and general obligations of the Authority and the full faith and credit of the Authority is pledged to the payment of the principal or redemption price of, and interest on, the Bonds. The Bonds are payable from and are secured by the pledge of the funds and accounts held by the Trustee and by a pledge of the Revenues of the Authority, as such term is defined in the “Resolution Authorizing the Issuance of Parking Revenue Bonds of the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey” adopted by the Authority on June 15, 1999, as amended and supplemented on January 18, 2000, April 11, 2000, February 20, 2001, October 21, 2003 and October 13, 2005 (“General Bond Resolution”) as further amended and supplemented on January 24, 2013 (“2013 Supplemental Resolution”, and, together with the General Bond Resolution, the “Resolutions”). The Bonds are further secured by a guaranty agreement with the City as authorized by a City Ordinance duly adopted on October 24, 2005, pursuant to which the City has guaranteed the payment of principal of and interest on the Bonds to the extent that Revenues or certain other funds of the Authority are not available to pay the principal of or interest on the Bonds (the “Guaranty”). See “SECURITY - City Guaranty”, herein.

THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE BONDS ARE NOT AND SHALL NOT BE DEEMED TO CREATE A DEBT OR LIABILITY OF THE STATE OF NEW JERSEY OR ANY POLITICAL SUBDIVISION THEREOF INCLUDING ANY COUNTY OR MUNICIPALITY, INCLUDING THE CITY OF TRENTON, EXCEPT TO THE EXTENT OF THE GUARANTY.

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by Assured Guaranty Municipal Corp.

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

The Bonds are offered when, as and if issued by the Authority and delivered to the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice and to approval of legality by the law firm of McManimon. Scotland & Baumann, L.L.C., Roseland, New Jersey and certain other conditions described herein. Certain legal matters will be passed upon for the Authority by its General Counsel, Leonard T. Bier, Esq., New Brunswick, New Jersey, for the City by its counsel, Caryl Amana, Esquire, Trenton, New Jersey and for the Underwriters by their counsel, GluckWalrath LLP, Trenton, New Jersey. Delivery is anticipated to be at the offices of McManimon, Scotland & Baumann, L.L.C., Roseland, New Jersey on or about March 20, 2013.

Dated: March 7, 2013 $28,325,000 PARKING REVENUE REFUNDING BONDS OF THE PARKING AUTHORITY OF THE CITY OF TRENTON COUNTY OF MERCER, NEW JERSEY

CONSISTING OF $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B County of Mercer, New Jersey

$19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A

Maturity Date Amount Rate Yield Price CUSIP** 4/1/2014 $ 850,000 1.500% 1.000% 100.511 895164GU9 4/1/2015 885,000 2.000% 1.210% 101.579 895164GV7 4/1/2016 905,000 3.000% 1.430% 104.639 895164GW5 4/1/2017 930,000 4.000% 1.560% 107.194* 895164GX3 4/1/2018 970,000 4.000% 1.660% 106.887* 895164GY1 4/1/2019 1,005,000 4.000% 1.880% 106.216* 895164GZ8 4/1/2020 1,050,000 4.000% 2.110% 105.519* 895164HA2 4/1/2021 1,090,000 4.000% 2.320% 104.888* 895164HB0 4/1/2022 1,130,000 4.000% 2.520% 104.291* 895164HC8 4/1/2023 1,180,000 2.750% 3.000% 97.847 895164HD6 4/1/2024 1,210,000 3.000% 3.090% 99.163 895164HE4 4/1/2025 1,250,000 3.000% 3.180% 98.211 895164HF1 4/1/2026 1,290,000 3.000% 3.270% 97.153 895164HG9 4/1/2027 1,325,000 3.125% 3.360% 97.387 895164HH7 4/1/2028 1,365,000 3.250% 3.440% 97.783 895164HJ3 4/1/2029 1,405,000 3.250% 3.500% 96.951 895164HK0 4/1/2030 1,455,000 3.375% 3.550% 97.776 895164HL8

* Priced to call

$9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B

Maturity Date Amount Rate Yield Price CUSIP** 10/1/2014 $355,000 1.500% 1.030% 100.711 895164HM6 10/1/2015 355,000 2.000% 1.250% 101.862 895164HN4 10/1/2016 365,000 2.000% 1.470% 101.816 895164HP9 10/1/2017 370,000 2.000% 1.690% 101.346 895164HQ7 10/1/2018 380,000 2.500% 1.900% 103.135 895164HR5 10/1/2019 390,000 2.000% 2.170% 98.969 895164HS3 10/1/2020 380,000 2.250% 2.410% 98.903 895164HT1 10/1/2021 405,000 2.375% 2.610% 98.212 895164HU8 10/1/2022 420,000 2.750% 2.830% 99.335 895164HV6 10/1/2023 440,000 2.750% 3.000% 97.756 895164HW4 10/1/2024 455,000 3.000% 3.100% 99.036 895164HX2 10/1/2025 440,000 3.000% 3.190% 98.049 895164HY0 10/1/2026 470,000 3.000% 3.280% 96.959 895164HZ7 10/1/2027 495,000 3.125% 3.360% 97.314 895164JA0 10/1/2028 520,000 3.250% 3.440% 97.727 895164JB8 10/1/2029 495,000 3.250% 3.500% 96.881 895164JC6 10/1/2030 530,000 3.375% 3.550% 97.729 895164JD4 10/1/2031 555,000 3.375% 3.600% 96.975 895164JE2 10/1/2032 590,000 3.500% 3.650% 97.917 895164JF9 10/1/2033 620,000 3.500% 3.690% 97.280 895164JG7

**“CUSIP” is a registered trademark of the American Bankers Association. CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Bonds and the City does not make any representations with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specified maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. The information which is set forth herein has been provided by the Authority and by other sources which are believed to be reliable, but the information provided by such other sources is not guaranteed as to accuracy or completeness by the Authority. Certain general and financial information concerning the City of Trenton (the "City") is contained in Appendices "B" and "C" to this Official Statement. Such information has been furnished by the City. The Authority has not confirmed the accuracy or completeness of information relating to the City and the Authority disclaims any responsibility for the accuracy or completeness thereof.

Where the constitution or statutes of the State of New Jersey are referred to, reference should be made to such constitution or statutes for a complete statement thereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

No dealer, broker, salesperson or other person has been authorized by the Authority to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such offer, solicitation or sale. The information set forth herein has been obtained from the Authority, the City, DTC and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness by the Authority. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstance, create an implication that there has been no change in the affairs of the Authority or the City, since the date hereof.

Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, will not be listed on any stock or other securities exchange and neither the Securities and Exchange Commission, nor any other federal, state, municipal or other governmental entity, other than the Authority (subject to the limitations set forth above), will have passed upon the accuracy or adequacy of this Official Statement.

This Official Statement includes the cover page hereof and the Appendices attached hereto. The Underwriters have been authorized by the Authority to imprint the Bond offering prices and their names on the cover page, together with the interest rate per annum adopted for the various maturities of the Bonds.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Assured Guaranty Municipal Corp. ("AGM") makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “Bond Insurance” and “Appendix H - Specimen Municipal Bond Insurance Policy”.

The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety .

PARKING AUTHORITY OF THE CITY OF TRENTON IN THE COUNTY OF MERCER, NEW JERSEY

BOARD MEMBERS

Harry Reyes, Chairman Andrew Worek, Vice Chairman Melody Freeman, Treasurer Duncan Harrison, Secretary Anna LaBate, Commissioner Scott A. Rice, Commissioner Joyce Kersey, Commissioner

CHIEF OPERATING OFFICER

Walter Drew Smith

GENERAL COUNSEL

Leonard T. Bier, Esquire New Brunswick, New Jersey

AUDITOR

Mercadien, P.C. Certified Public Accountants Princeton, New Jersey

BOND COUNSEL

McManimon, Scotland & Baumann, L.L.C. Roseland, New Jersey

TABLE OF CONTENTS Page INTRODUCTION ...... 1 AUTHORIZATION FOR BONDS ...... 1 PURPOSE OF THE BOND ISSUE...... 2 DESCRIPTION OF THE BONDS ...... 2 General Description ...... 2 REDEMPTION...... 3 Optional Redemption...... 3 Book-Entry-Only System ...... 3 Discontinuance of Book-Entry Only System...... 5 SECURITY...... 6 Authority Pledge ...... 6 City Guaranty...... 6 Bond Reserve Fund Established and Created Under the Resolutions ...... 7 Rate Covenant...... 8 BOND INSURANCE ...... 8 Bond Insurance Policy...... 8 Assured Guaranty Municipal Corp...... 8 PLAN OF FINANCING...... 10 Application of Bond Proceeds ...... 10 THE AUTHORITY ...... 11 Creation and Powers ...... 11 Parking Operations ...... 12 Management...... 12 HISTORICAL AND PROJECTED OPERATIONS OF THE AUTHORITY...... 14 Historical Operations Years Ended June 30, ...... 14 Projected Operations Years Ended June 30,...... 14 DEBT SERVICE OF THE AUTHORITY ...... 15 SUMMARY OF CERTAIN PROVISIONS OF THE NEW JERSEY CAP LAW...... 15 PLEDGE OF THE STATE NOT TO LIMIT POWERS OF AUTHORITY OR RIGHTS OF BONDHOLDERS...... 15 BANKRUPTCY ...... 15 LITIGATION...... 16 LEGALITY FOR INVESTMENT ...... 16 TAX MATTERS...... 16 Certain Federal Tax Consequences Relating to the Bonds...... 17 Bank Qualification...... 17 New Jersey Gross Income...... 18 Future Events ...... 18 SECONDARY MARKET DISCLOSURE ...... 18 APPROVAL OF LEGAL PROCEEDINGS...... 19 RATINGS ...... 19 INDEPENDENT AUDITORS ...... 19 FINANCIAL PROJECTIONS...... 20 VERIFICATION OF MATHEMATICAL ACCURACY...... 20 UNDERWRITING ...... 20

i ADDITIONAL INFORMATION...... 20 MISCELLANEOUS ...... 20

APPENDIX A - FINANCIAL STATEMENTS OF THE AUTHORITY APPENDIX B – CERTAIN INFORMATION REGARDING THE CITY OF TRENTON APPENDIX C – EXCERPTS FROM FINANCIAL STATEMENTS OF THE CITY OF TRENTON APPENDIX D – FORM OF THE GENERAL BOND RESOLUTION APPENDIX E – FORM OF THE GUARANTY AGREEMENT APPENDIX F – FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G – FORM OF LEGAL OPINION OF BOND COUNSEL APPENDIX H – SPECIMEN MUNICIPAL BOND INSURANCE POLICY

OFFICIAL STATEMENT

$28,325,000 PARKING REVENUE REFUNDING BONDS OF THE PARKING AUTHORITY OF THE CITY OF TRENTON COUNTY OF MERCER, NEW JERSEY

CONSISTING OF $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B

INTRODUCTION

This Official Statement, which includes the cover page hereof and the Appendices attached hereto, is furnished by the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey (the "Authority"), a public body corporate and politic of the State of New Jersey (the "State"), organized and existing under the Parking Authority Law, N.J.S.A. 40:11A et seq. , constituting Chapter 198 of the Pamphlet Laws of 1948 of the State (the "Act"), to provide certain information relating to the issuance of the Authority’s $19,295,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A (the "Series A Bonds") and $9,030,000 principal amount of Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B (the "Series B Bonds", and together with the Series A Bonds, the "Bonds"). This Official Statement is "deemed final" as of its date, within the meaning of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12").

Brief descriptions of the Bonds, the Authority, the City of Trenton (the "City") and the Refunding Project (as each are hereinafter defined), and the provisions of the General Bond Resolution (as hereinafter defined) appear in this Official Statement. The summaries of and references to all documents, statutes, reports, and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each document, statute, report or instrument.

The Authority has prepared financial projections of its Revenues and Operating Expenses, including projected Revenues and Operating Expenses of the Parking Project (as hereinafter defined). See "HISTORICAL AND PROJECTED OPERATIONS OF THE AUTHORITY", herein.

Words and terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the General Bond Resolution.

AUTHORIZATION FOR BONDS

The Bonds are to be issued under and pursuant to the Act (as defined above) and the resolution adopted by the Authority on June 15, 1999, entitled "Resolution Authorizing the Issuance of Parking Revenue Bonds of the Parking Authority of the City of Trenton, in the County of Mercer, New Jersey", as amended and supplemented on January 18, 2000, April 11, 2000, February 20, 2001 and October 13, 2005 (collectively, the "General Bond Resolution"), as further amended and supplemented by a resolution of the Authority entitled, "Resolution of the Parking Authority of the City of Trenton Supplementing the General Bond Resolution and 1

Providing for the Issuance of Not to Exceed $29,500,000 Parking Revenue Refunding Bonds (City Guaranteed, Series 2013)" adopted on January 24, 2013 (the "2013 Supplemental Resolution") and a certificate of the Chief Operating Officer of the Authority entitled "Certificate of Chief Operating Officer of the Parking Authority of the City of Trenton Providing for the Issuance and Sale of $28,325,000 Parking Revenue Refunding Bonds (City Guaranteed, Series 2013)" (the "Award Certificate," which together with the General Bond Resolution and the 2013 Supplemental Resolution are hereinafter referred to as the "Resolutions"). Copies of the Resolutions are on file at the offices of the Authority and at the principal corporate trust office of the Trustee (hereinafter defined) in Morristown, New Jersey and reference is made to such documents for the provisions relating, among other things, to the terms and security of the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the holders of the Bonds, and the rights, duties and obligations of the Authority, the Trustee (hereinafter defined) and the City, all as summarized herein.

Pursuant to the provisions of the Local Authorities Fiscal Control Law, N.J.S.A. 40A:5A- 1 et seq ., on January 9, 2013 the Local Finance Board in the Division of Local Governmental Services, Department of Community Affairs, issued positive findings in connection with the issuance of the Bonds, with such findings being reviewed and acknowledged by the Authority by resolution to be adopted on February 28, 2013 and filed with the Director pursuant to the Parking Authority Law.

PURPOSE OF THE BOND ISSUE

The Bonds are being issued to provide funds which will be used (i) with respect to the Series A Bonds, for the current refunding of the Authority's Parking Revenue Refunding Bonds (City Guaranteed, Series 2001) outstanding in the amount of $18,840,000 (the "Series 2001 Bonds"), (ii) to fund a deposit to the Bond Reserve Fund, if necessary and (iii) to pay the costs of issuance of the Bonds (the "2013A Refunding Project").

The Bonds are being issued to provide funds which will be used (i) with respect to the Series B Bonds, for the advance refunding of the Authority's Parking Revenue Bonds (City Guaranteed, Series 2003) outstanding in the amount of $8,460,000 (the "Series 2003 Bonds" and together with the Series 2001 Bonds, the "Bonds to be Refunded"); (ii) to fund a deposit to the Bond Reserve Fund, if necessary and (iii) to pay the costs of issuance of the Bonds (the "2013B Refunding Project," and together with the 2013A Refunding Project, the "2013 Refunding Project").

DESCRIPTION OF THE BONDS

General Description

The Bonds are to be dated their date of delivery and will bear interest at the rates and will mature in the annual amounts and years set forth on the inside front cover page of this Official Statement. Interest will be payable on October 1, 2013 and semiannually thereafter on the first day of April and October of each year until maturity at the interest rates which are set forth on the inside cover page. The Bonds may be purchased in book-entry only form through book- entries made on the books and the records of DTC and its Participants. Interest on the Bonds will be credited to the Participants of DTC as listed on the records of DTC as of each March 15th and September 15th next preceding each payment date (the "Record Dates"). U.S. Bank National Association, Morristown, New Jersey has been appointed to serve as Trustee, Paying Agent and 2

Registrar for the Bonds (the "Trustee", "Paying Agent", and "Registrar"). The Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof not exceeding the maximum amount of each stated maturity. (See "DESCRIPTION OF THE BONDS — Book-Entry-Only System," herein).

REDEMPTION

Optional Redemption

The Series A Bonds maturing on or after April 1, 2017 will be subject to redemption on or after April 1, 2016 at any time in whole or in part at the option of the Authority at par.

The Series B Bonds maturing on or after October 1, 2023 will be subject to redemption on or after October 1, 2022 at any time in whole or in part at the option of the Authority at par.

Book-Entry-Only System

The description which follows of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal and interest, and other payments on the Bonds to DTC Participants or Beneficial Owners (as such terms are defined or used herein), confirmation and transfer of beneficial ownership interests in the Bonds and other related transactions by and between DTC, DTC Participants and Beneficial Owners, is based on certain information furnished by DTC to the Authority. Accordingly, the Authority does not make any representations concerning these matters.

DTC will act as Securities Depository for the Bonds. The Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of the Bonds, as set forth on the cover hereof, in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between

Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly- owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com .

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Notices of redemption shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 4

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds, unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the Record Date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Authority or paying agent, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such Direct and Indirect Participant and not of DTC, nor its nominee, paying agent or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or paying agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as Securities Depository with respect to the Bonds at any time by giving reasonable notice to the Authority or paying agent. Under such circumstances, in the event that a successor Securities Depository is not obtained, Bond certificates are required to be printed and delivered.

The paying agent, upon direction of the Authority, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor Securities Depository). In that event, Bond certificates will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.

Discontinuance of Book-Entry Only System

In the event that the book-entry-only system is discontinued and the Beneficial Owners become registered owners of the Bonds, the following provisions apply: (i) the Bonds may be exchanged for an equal aggregate principal amount of Bonds in other authorized denominations and of the same maturity, upon surrender thereof at the office of the Authority or paying agent; (ii) the transfer of any Bonds may be registered on the books maintained by the Registrar for such purposes only upon the surrender thereof to the Authority or paying agent together with the duly executed assignment in form satisfactory to the Authority or paying agent; and (iii) for every exchange or registration of transfer of Bonds, the Authority or paying agent may make a charge sufficient to reimburse for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer of the Bonds. Interest on the Bonds will be payable by check or draft, mailed on each Interest Payment Date to the registered owners thereof 5 as of the close of business on the fifteenth (15th) day, whether or not a business day, of the calendar month next preceding an Interest Payment Date.

NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR BENEFICIAL OWNER OR OTHER PERSON WITH RESPECT TO: (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER; (3) THE DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY REDEMPTION OR OTHER NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE RESOLUTION TO BE GIVEN TO HOLDERS OF THE BONDS; OR (4) ANY OTHER ACTION TAKEN BY DTC OR CEDE AS REGISTERED OWNER OF THE BONDS. THE CURRENT “RULES” APPLICABLE TO DTC ARE ON FILE WITH THE FEDERAL SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT “PROCEDURES” OF DTC TO BE FOLLOWED IN DEALING WITH DTC DIRECT PARTICIPANTS ARE ON FILE WITH DTC.

SECURITY

Authority Pledge

The Bonds constitute an issue of "Bonds" as authorized and defined in the General Bond Resolution and are direct and general obligations of the Authority, and the full faith and credit of the Authority is pledged to the payment of the principal of or Redemption Price, if any, and interest on the Bonds in the order of priority as follows: (1) for the benefit and security of the holders of the Bonds, and (2) to the Insurer (defined herein), to the extent set forth in the Resolutions, subject further to additional provisions of the Resolutions permitting the payment, setting apart or appropriation thereof to or for other purposes and on the terms, conditions and priorities therein set forth (See "APPENDIX D — FORM OF THE GENERAL BOND RESOLUTION", herein).

In the opinion of Bond Counsel to the Authority, the provisions of the Bonds and the Resolutions are deemed to be and do constitute contracts by and among the Authority, the Trustee and the Holders, from time to time, of the Bonds, and the pledge made in the Resolutions and the covenants and agreements set forth in the Resolutions to be performed on behalf of the Authority shall be for the equal benefit, protection and security of the Holders of any and all Bonds, all of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or pursuant to the Resolutions.

City Guaranty

On October 24, 2005, the City adopted an ordinance entitled "An Ordinance of the City of Trenton, in the County of Mercer, New Jersey Authorizing a Supplemental Guaranty of Parking Revenue Bonds (City Guaranteed) to be issued by the Parking Authority of the City of Trenton in an Aggregate Additional Principal Amount Not Exceeding $650,000 to Provide for the Defeasance of Certain Bonds of the Trenton Parking Authority Issued in Connection with the Development of the Liberty Commons Garage and Supplementing Previous Ordinances of the 6

City" (the "Guaranty Ordinance"). The Guaranty Ordinance guaranteed outstanding bonds of the Authority in an aggregate amount of $39,850,000, which is an amount greater than the outstanding bonds of the Authority, including the Bonds. Under the authority of the Guaranty Ordinance and the 2013 Supplemental Resolution, the City and the Authority entered into a Guaranty Agreement to guarantee the principal and interest on the Bonds (the "Guaranty") (See APPENDIX E - "FORM OF THE GUARANTY AGREEMENT" herein). Therefore, to the extent that Revenues or certain other funds of the Authority, are not available to pay the principal of or interest on the Bonds, the Guaranty provides that the City is obligated to provide for such payment (See "APPENDIX D - FORM OF THE GENERAL BOND RESOLUTION" herein). All rights of the Authority pursuant to the Guaranty are pledged, in the order of priority and to the extent set forth in the Resolutions. All Guaranty funds received by the Authority from the City pursuant to the Guaranty shall be deposited by the Trustee and paid into the Bond Reserve Fund, as set forth in the Resolutions.

The payments which are made by the City under the terms of the Guaranty will constitute valid, binding, direct and general obligations of the City and are payable out of the first funds becoming legally available for such purpose. In the opinion of Bond Counsel to the Authority, the City has the power, and is obligated to levy ad valorem taxes upon all the taxable real property in the City (for the purpose of making such payments under the Guaranty) as the same become due, without limitation as to rate or amount, if such funds are not otherwise available. The Guaranty will remain in full force and effect for as long as the Bonds remain outstanding.

THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE BONDS ARE NOT AND SHALL NOT BE DEEMED TO CREATE A DEBT OR LIABILITY OF THE STATE OF NEW JERSEY OR OF ANY COUNTY OR MUNICIPALITY AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE OF NEW JERSEY, OR OF ANY COUNTY OR MUNICIPALITY INCLUDING THE CITY, EXCEPT TO THE EXTENT PROVIDED IN THE GUARANTY, EITHER LEGAL, MORAL OR OTHERWISE. THE ACT PROVIDES THAT NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING BONDS OF THE AUTHORITY SHALL BE LIABLE PERSONALLY ON SUCH BONDS BY REASON OF THE ISSUANCE THEREOF.

Bond Reserve Fund Established and Created Under the Resolutions

As further security for the payment of the Bonds, the Authority has established the following Bond Reserve Fund under the Resolutions.

The Bond Reserve Fund is funded as provided for by the General Bond Resolution, in an aggregate amount which is equal to the Bond Reserve Requirement (as defined herein). The Bond Reserve Requirement, as of any particular date of calculation, is equal to the Maximum Annual Debt Service (as defined in the General Bond Resolution) on the Bonds Outstanding on such date (See "APPENDIX D — FORM OF THE GENERAL BOND RESOLUTION", herein).

The moneys deposited into the Bond Reserve Fund will be held in such fund and used solely for the purpose of paying the principal of and interest on the Bonds when due and payable, including Sinking Fund Payments, whenever there are insufficient moneys for such purpose in the Bond Service Fund (See "ESTIMATED SOURCES AND USES OF FUNDS", herein). Moneys in the Bond Service Fund will be invested, pending application, in accordance with the terms of the Resolutions. In the event there is a deficiency in the Bond Service Fund to provide 7 for any withdrawals there from required by the terms of the Resolutions, the Trustee will transfer funds from the Bond Reserve Fund in such amounts as are necessary to make up such deficiency therein, first from cash or Investment Obligations on deposit therein, and second from City funds pursuant to the Guaranty (See "SECURITY — City Guaranty", herein). In the event all amounts which are on deposit in the Bond Service Fund and/or Sinking Fund and Bond Reserve Fund, including funds available under the City Guaranty as provided herein, are insufficient to provide for the payment of the principal of and interest on the Bonds which are due and payable, the Insurer shall provide funds pursuant to the Policy (as defined herein) (See "BOND INSURANCE" and "APPENDIX D — FORM OF THE GENERAL BOND RESOLUTION", herein)].

Rate Covenant

Under the Resolutions, the Authority has covenanted to make, impose, charge and collect rents, rates, fees and other charges (the "Service Charges") in accordance with the provisions of the Act. The Authority must estimate, compute, make, charge, impose and collect such Service Charges pursuant to the Act, so that Revenues from such Service Charges which are collected and paid to the Trustee for each Fiscal Year will at least be sufficient to: (a) pay Operating Expenses in each Fiscal Year, (b) provide an additional amount which is at least equal to the Bond Service Requirement for such Fiscal Year; and (c) to provide an additional amount, if any, needed so that the amount in the Renewal and Replacement Fund will be equal to the System Reserve Requirement (See "APPENDIX D — FORM OF THE GENERAL BOND RESOLUTION", herein).

BOND INSURANCE

Bond Insurance Policy

Concurrently with the issuance of the Bonds, Assured Guaranty Municipal Corp. ("AGM") will issue its Municipal Bond Insurance Policy for the Bonds (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an appendix to this Official Statement.

The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law.

Assured Guaranty Municipal Corp.

AGM is a New York domiciled financial guaranty insurance company and a wholly owned subsidiary of Assured Guaranty Municipal Holdings Inc. ("Holdings"). Holdings is an indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO”. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. No shareholder of AGL, Holdings or AGM is liable for the obligations of AGM.

AGM’s financial strength is rated “AA-” (stable outlook) by Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and “A2” (stable outlook) by Moody’s Investors Service, Inc. (“Moody’s”). An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not 8 recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM’s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn.

Current Financial Strength Ratings

On January 17, 2013, Moody’s issued a press release stating that it had downgraded AGM’s insurance financial strength rating to “A2” (stable outlook) from “Aa3”. AGM can give no assurance as to any further ratings action that Moody’s may take. Reference is made to the press release, a copy of which is available at www.moodys.com , for the complete text of Moody’s comments.

On November 30, 2011, S&P published a Research Update in which it downgraded AGM’s financial strength rating from “AA+” to “AA-“. At the same time, S&P removed the financial strength rating from CreditWatch negative and changed the outlook to stable. AGM can give no assurance as to any further ratings action that S&P may take. Reference is made to the Research Update, a copy of which is available at www.standardandpoors.com , for the complete text of S&P’s comments.

For more information regarding AGM’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Capitalization of AGM

At December 31, 2012, AGM’s consolidated policyholders’ surplus and contingency reserves were approximately $3,324,781,247 and its total net unearned premium reserve was approximately $2,090,197,521, in each case, in accordance with statutory accounting principles.

AGM’s statutory financial statements for the fiscal year ended December 31, 2012, which have been filed with the New York State Department of Financial Services and posted on AGL’s website at http://www.assuredguaranty.com , are incorporated by reference into this Official Statement and shall be deemed to be a part hereof.

Incorporation of Certain Documents by Reference

Portions of the following document filed by AGL with the Securities and Exchange Commission (the “SEC”) that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof:

(i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (filed by AGL with the SEC on March 1, 2013). 9

All information relating to AGM included in, or as exhibits to, documents filed by AGL pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, after the filing of the last document referred to above and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov , at AGL’s website at http://www.assuredguaranty.com , or will be provided upon request to Assured Guaranty Municipal Corp.: 31 West 52 nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) 826-0100).

Any information regarding AGM included herein under the caption “BOND INSURANCE – Assured Guaranty Municipal Corp.” or included in a document incorporated by reference herein (collectively, the “AGM Information”) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded.

Miscellaneous Matters

AGM or one of its affiliates may purchase a portion of the Bonds or any uninsured bonds offered under this Official Statement and such purchases may constitute a significant proportion of the bonds offered. AGM or such affiliate may hold such Bonds or uninsured bonds for investment or may sell or otherwise dispose of such Bonds or uninsured bonds at any time or from time to time.

AGM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “BOND INSURANCE”.

PLAN OF FINANCING

Application of Bond Proceeds

The net proceeds of the Bonds will be used for the purposes of (i) the current refunding of the Series 2001 Bonds; (ii) the advance refunding of the Series 2003 Bonds; (iii) funding the required deposit to the Bond Reserve Fund and (iv) paying certain costs of issuance of the Bonds. For a more detailed description of the use of proceeds of the Bonds, see "ESTIMATED SOURCES AND USES OF FUNDS" herein.

ESTIMATED SOURCES AND USES

Series A Bonds Series B Bonds Total

Sources of Funds

Bond Proceeds: Par Amount $19,295,000.00 $9,030,000.00 $28,325,000.00 Net Original Issue Premium/Discount $ 181,492.65 $ (121,238.15) $ 60,254.50 Bond Reserve Fund $ 98,774.05 $ 46,225.95 $ 145,000.00 Bond Service Fund $ 114,075.77 $ 53,387.10 $ 167,462.87 Total Sources of Funds $19,689,342.47 $9,008,374.90 $28,697,717.37

Uses of Funds

Deposit to Escrow Fund $19,352,878.31 $8,851,187.31 $28,204,065.62 Delivery Date Expenses: Costs of Issuance (1) $ 201,399.16 $ 93,977.59 $ 295,376.75 Underwriters’ Discount $ 135,065.00 $ 63,210.00 $ 198,275.00 Total Uses of Funds $19,689,342.47 $9,008,374.90 $28,697,717.37

______(1) Includes legal, accounting, financial advisory, bond insurance, rating agency, printing, paying agent, escrow agent, verification agent and miscellaneous costs.

THE AUTHORITY

Creation and Powers

The Authority is a public body politic and corporate, organized and existing under the Act and created by virtue of an ordinance of the City of Trenton adopted on December 16, 1948. The Authority was created for the purpose of acquiring, constructing, maintaining and operating parking facilities to promote commerce and economic renewal.

The Authority has various powers under the Act, including, among others, the following: (1) to sue and to be sued; (2) to enter into leases and contracts and other instruments to carry out its powers; (3) to acquire property by any lawful means, including the exercise of the power of eminent domain with the permission of the City; (4) to hold, to operate and to administer its property; (5) to issue its bonds and to secure their payment and the rights of holders thereof under one or more resolutions; (6) to enter into contracts with and to accept grants from the Federal government, the State and its political subdivisions or any agency thereof, and any person; (7) to fix, alter, charge and collect rents, rates and other charges, at reasonable rates to be determined exclusively by it, for the use of the facilities and projects of the Authority and for all services sold, furnished or supplied directly or indirectly by the Authority through said facilities and projects, which shall, together with any grants, receipts, contributions or income from other sources, be sufficient to provide for the payment of the expenses of the Authority, repair, maintenance and operation of its facilities and projects, and payment of the principal of and interest on, and any premiums upon the redemption of, its bonds and other obligations, and to fulfill the terms and provisions of any agreements made with the purchasers 11 or holders of any such bonds or other obligations; and (8) to make and to enforce rules and regulations for the management of its business affairs.

Parking Operations

The Authority owns and operates five (5) parking facilities, the Merchant Street surface lot, the Warren Street Garage, the South Broad and Front Street Garage (which was temporarily closed as of July, 2012), the Lafayette Yard Parking Garage and the Liberty Commons Parking Facility, which opened on April 12, 2005. Certain financial data contained in this Official Statement, as well as the Appendices attached hereto, contain financial projections which include the projected revenue from the Authority's operations, including that of the Liberty Commons Parking Facility as well as historical revenues, including revenues (See "HISTORICAL AND PROJECTED OPERATIONS OF THE AUTHORITY - Projected Operations", herein).

The current parking facilities owned or leased by the Authority and charges therefore are as follows:

FACILITY TYPE/USE PARKING RATES Merchant Street Lot Lot used for daily and monthly commuters $4 for 1 hour, $5 for 2 hours, $6 for 3 hours, $7 for 4 hours, $9 for 4 - 12 hours and $145 monthly Warren Street Garage Garage used for daily and monthly commuters $6 for 2 hours, $8 for 4 hours, $10 for 12 hours, $13 for 24 hours and $125 monthly South Broad and Garage used for daily and monthly commuters Temporarily closed as of July 2012 Front Street Garage

Lafayette Yard Garage used for daily and monthly commuters $6 for 2 hours, $8 for 4 hours, $10 for 12 hours, $13 for 24 hours and $133 monthly Liberty Commons Parking Facility Garage used for daily and monthly commuters $6 for 2 hours, $8 for 4 hours, $10 for 12 hours, $13 for 24 hours and $125 monthly

In addition to operating the above referenced projects, the Authority continues to play an active role in the City's economic development efforts, and may in the future undertake additional parking projects or acquire interests in land for parking purposes deemed to be in the best interests of the City and the Authority.

Management

The Authority is governed by a board consisting of seven (7) members, five of whom are appointed by resolution of the governing body of the City and two of whom are appointed by the Mayor, for a term of 5 years. Upon the expiration of a member's term, such member continues to serve until a successor has been appointed by the City and has been qualified.

The current members of the Authority and the respective dates of expiration of their terms are set forth below:

Name Position Held Term Expires Harry Reyes Chairman 12/31/2016 Andrew Worek Vice-Chairman 12/31/2016 Melody Freeman Treasurer 06/30/2014 Duncan Harrison Secretary 12/31/2016 Anna LaBate Commissioner 12/31/2015 Joyce Kersey Commissioner 06/30/2017 Scott A. Rice Commissioner 06/30/2017

The day-to-day activities of the Authority are managed by Walter Drew Smith, the Chief Operating Officer of the Authority. Presently nine (9) full-time and ten (10) part-time employees carry out the daily operations of the Authority. The Authority's Fiscal Year is for the twelve- month period ending June 30 in each year or for such other twelve-month period as may be determined by a resolution of the Authority. The Authority's Administrative Office is located at 16 East Hanover Street, Trenton, New Jersey 08608.

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HISTORICAL AND PROJECTED OPERATIONS OF THE AUTHORITY

The Revenues, the Operating Expenses (as defined in the General Bond Resolution) and the amounts which are available to pay debt service on the Bonds are set forth in the table below:

Historical Operations Years Ended June 30, 2012 2011 2010 2009 2008 Operating Revenues: Off and On-Street Parking Fees $3,508,353 $3,747,628 $3,722,268 $4,277,789 $4,327,297 Interest Income (1,454) (7,604) 15,046 40,290 129,764 Other Income 26,567 28,506 46,474 42,273 42,263 Total Revenues 3,533,466 3,768,530 3,783,788 4,360,352 4,499,324

Operating Expenses (1): Salaries and Wages 606,770 515,620 516,219 523,913 518,386 General Expenses (Excluding Depreciation and Amortization) 1,084,074 1,088,955 1,050,670 971,322 1,093,180 Total Expenses 1,690,844 1,604,575 1,566,889 1,495,235 1,611,566

Net Revenues $1,842,622 $2,163,955 $2,216,899 $2,865,117 $2,887,758

(1) As defined in the General Bond Resolution, Operating Expenses do not include, among other things, interest on the Bonds.

The Revenues, the Operating Expenses, and the amounts which are expected to be available to pay debt service on the Bonds over the next four years are set forth in the table below:

Projected Operations Years Ended June 30, 2013 2014 2015 2016 Operating Revenues: Off Street Parking Fees $3,735,752 $3,675,252 $3,675,252 $3,675,252 Interest Income 17,914 17,914 18,093 18,274 Other Income 25,596 25,596 25,596 25,596 Total Revenues 3,779,262 3,718,762 3,718,941 3,719,122

Operating Expenses (1): Salaries and Wages 418,402 364,402 364,402 364,402 General Expenses (Excluding Depreciation and Amortization) 994,102 1,023,925 1,054,643 1,086,282 Total Expenses 1,412,504 1,388,327 1,419,045 1,450,684

Net Revenues Available for Debt $2,366,758 $2,330,435 $2,299,896 $2,268,438 Service (1) As defined in the General Bond Resolution, Operating Expenses do not include, among other things, interest on the Bonds.

DEBT SERVICE OF THE AUTHORITY

At the present time, the outstanding bonds of the Authority are (i) the Series 2001 Bonds, (ii) the Series 2003 Bonds, and (iii) Revenue Refunding Bonds, Series 2006. Following the issuance of the Bonds, the debt service of the outstanding bonds of the Authority will be as set forth below:

Debt Service of the Trenton Parking Authority

Series 2003 Bonds $ 260,737.50 Series 2006 Bonds 6,801,920.00 Series 2013 Bonds 37,943,960.96 Total $45,006,618.46

SUMMARY OF CERTAIN PROVISIONS OF THE NEW JERSEY CAP LAW

Any payments by the City to the Authority under the Guaranty and the Act are exempt from the City's CAP limitation imposed by Chapter 68 of the Pamphlet Laws of 1976, of the State of New Jersey and as further amended and made permanent by Chapter 89 of the Pamphlet Laws of 1990. The City has not included in its budget for Fiscal Year 2013 any amounts for payment of principal of or interest on the Bonds. Under present State law (Chapter 316 of the Pamphlet Laws of 1942, of the State), as amended, the Clerk of the City must, not later than the 90 th day after July 1 (the beginning of the budget year), transmit to the County Board of Taxation a statement of the amounts appropriated in the budget and to be raised by taxation for that year. An emergency appropriation could be made later in the budget year. Such an emergency appropriation for the purpose of raising amounts required to be paid pursuant to the Guaranty are not subject to the provisions of the CAP law which limits the budgetary appropriations permissible by municipalities within the State. However, any emergency appropriation, which, together with prior emergency appropriations during the same year, exceed 3% of the total operating appropriations budgeted for such year by the City would require approval of the Director of the Division of Local Finance pursuant to the provisions of the Local Budget Law of the State.

PLEDGE OF THE STATE NOT TO LIMIT POWERS OF AUTHORITY OR RIGHTS OF BONDHOLDERS

The Act sets forth the pledge and agreement that the State will not limit or alter the rights vested by the Act in the Authority or in the holders of obligations of the Authority until such obligations are fully met and discharged.

BANKRUPTCY

The undertakings of the Authority should be considered with reference to Chapter 9 of the Bankruptcy Code, 11 United States Code Section 901, et seq. and other bankruptcy laws affecting creditor's rights and governmental units in general. Chapter 9 permits a political subdivision, public agency, or instrumentality of a State that is insolvent to file a petition with the bankruptcy court for the purpose of effecting a plan to adjust its debts; directs such a petitioner to file with the court a list of petitioner's creditors; provides that a petition filed under this chapter shall operate as a stay of the commencement or continuation of any judicial or other

15 proceeding against the petitioner that was or could have been commenced before the commencement of the bankruptcy proceeding; directs a petitioner to file a plan for the adjustment of its debts; and provides that the plan must be accepted in writing by or on behalf of creditors holding at least two—thirds in amount and more than one—half in number of allowed claims of each class of creditors.

Reference should also be made to N.J.S.A. Section 52:27-40 et seq. which provides that a municipality has the power to file a petition in bankruptcy provided the approval of the Municipal Finance Commission has been obtained. The powers of the Municipal Finance Commission have been vested in the Local Finance Board. The Bankruptcy Code specifically provides that Chapter 9 does not limit or impair the power of State to control, by legislation or otherwise, a municipality of or in such State in the exercise of the political or governmental powers of such municipality, including any expenditures for such exercise.

LITIGATION

In the opinion of Leonard T. Bier, Esq., New Brunswick, New Jersey, Counsel to the Authority, no litigation of any nature is now pending in any court restraining or enjoining the authorization, issuance or delivery of the Bonds or in any manner questioning the authority or proceedings for the authorization or issuance of the Bonds or the Guaranty, or in any way their validity, or questioning, contesting, or in any way affecting the creation, organization, corporate existence or powers of the Authority, or the title of any of the present officers thereof to their respective titles. In addition, there is no litigation presently pending, or to the knowledge of the Authority, threatened that would materially affect the financial condition of the Authority.

In the opinion of Caryl Amana, Esq., City Counsel, no litigation of any nature is now pending in any court restraining or enjoining the authorization of the Guaranty, or in any manner questioning the authority or proceedings for the authorization of the Guaranty. In addition there is no litigation presently pending or threatened that would materially affect the financial condition of the City.

LEGALITY FOR INVESTMENT

The Act provides that the State and all public officers, municipal corporations, political subdivisions, and public bodies, all banks, bankers, trust companies, savings banks and institutions, building and loan associations, savings and loan associations, investment companies, and other persons carrying on a banking business, all insurance companies, insurance associations and other persons carrying on an insurance business and all executors, administrators, guardians, trustees, and other fiduciaries may legally invest any sinking funds, moneys or other funds belonging to them or within their control in any bonds or other obligations issued by the Authority, including the Bonds, and such bonds are authorized security for all public deposits.

TAX MATTERS

Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code) provides that interest on the Bonds is not included in gross income for federal income tax purposes if various requirements set forth in the Code are met. The Authority has covenanted in its Arbitrate and Tax Certificate (the "Tax Certificate"), delivered in connection with the issuance of the Bonds, to comply with these continuing requirements and has made certain representations, 16 certifications of fact, and statements of reasonable expectation in connection with the issuance of the Bonds to assure this exclusion. Pursuant to Section 103(a) of the Code, failure to comply with these requirements could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds.

In the opinion of Bond Counsel, pursuant to Section 103(a) of Code, interest on the Bonds is not included in gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the alternative minimum tax imposed on individuals and corporations. Bond Counsel is also of the opinion that interest on the Bonds held by corporate taxpayers is included in “adjusted current earnings” in calculating alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. Bond Counsel’s opinions described herein are given in reliance on the representations, certifications of fact, and statements of reasonable expectation made by the Authority in its Tax Certificate, assume continuing compliance by the Authority with certain covenants set forth in its Tax Certificate, and are based on existing statutes, regulations, administrative pronouncements and judicial decisions.

Certain Federal Tax Consequences Relating to the Bonds

Although, pursuant to Section 103(a) of the Code, interest on the Bonds is excluded from gross income for federal income tax purposes, the accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The nature and extent of these other tax consequences will depend upon the recipient’s particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions and certain recipients of Social Security benefits, are advised to consult their own tax advisors as to the tax consequences of purchasing or holding the Bonds.

Bank Qualification

The Bonds will NOT be designated as qualified under Section 265 of the Code by the Authority for an exemption from the denial of deduction for interest paid by financial institutions to purchase or to carry tax-exempt obligations.

The Code denies the interest deduction for certain indebtedness incurred by banks, thrift institutions and other financial institutions to purchase or to carry tax-exempt obligations. The denial to such institutions of one hundred percent (100%) of the deduction for interest paid on funds allocable to tax-exempt obligations applies to those tax-exempt obligations acquired by such institutions after August 7, 1986. For certain issues, which are eligible to be designated and which are designated by the issuer as qualified under Section 265 of the Code, eighty percent (80%) of such interest may be deducted as a business expense by such institutions.

New Jersey Gross Income

In the opinion of Bond Counsel, the interest on the Bonds and any gain realized on the sale of the Bonds is not includable as gross income under the New Jersey Gross Income Tax Act.

Future Events

Tax legislation, administrative action taken by tax authorities, and court decisions, whether at the Federal or state level, may adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purpose, or the exclusion of interest on and any gain realized on the sale of the Bonds under the existing New Jersey Gross Income Tax Act, and any such legislation, administrative action or court decisions and even proposals for change could adversely affect the market price or marketability of the Bonds.

ALL POTENTIAL PURCHASERS OF THE BONDS SHOULD CONSULT THEIR OWN ADVISORS IN ORDER TO UNDERSTAND THE TAX IMPLICATIONS OF THE CODE.

ALL POTENTIAL PURCHASERS OF THE BONDS SHOULD CONSULT THEIR OWN ADVISORS REGARDING ANY CHANGES IN THE STATUTES, PROPOSED FEDERAL OR NEW JERSEY STATE TAX LEGISLATION, ANY CHANGES IN THE STATUS OF PENDING OR PROPOSED LEGISLATION, ADMINISTRATIVE ACTION TAKEN BY TAX AUTHORITIES, COURT DECISIONS OR PROPOSALS FOR CHANGE ON THE TAX AND MARKET IMPLICATIONS OF OWNERSHIP OF THE BONDS.

SECONDARY MARKET DISCLOSURE

In accordance with the provisions of Rule 15c2-12, the Authority and the City will, prior to the issuance of the Bonds, enter into a continuing disclosure agreement with U.S. Bank National Association, Morristown, New Jersey, as dissemination agent, substantially in the form set forth in APPENDIX F attached hereto.

The Authority has previously failed to file its annual financial information as required in accordance with SEC Rule 15c2-12. The Authority has subsequently filed the 2009, 2010, 2011 and 2012 annual financial information with the MSRB through the Electronic Municipal Market Access ("EMMA") website of the MSRB, in February 2013. The Chief Operating Officer has committed to comply with with all existing continuing disclosure agreements in all material respects in the future and has implemented procedures to remedy the oversight.

The City has previously failed to file its 2007, 2008, 2009 and 2010 annual financial information as required in accordance with SEC Rule 15c2-12. The City has subsequently filed the 2007 annual financial information in October, 2008, the 2008 annual financial information in September, 2009, and the 2009 and 2010 annual financial information in December, 2011. The City anticipates that it will file the 2012 annual financial information within 270 days of the end of fiscal year 2012 in compliance with all continuing disclosure requirements of the City itself, but did not file such 2012 annual financial information by January 1, 2013 as required by the City’s separate continuing disclosure agreement with the Authority. Nevertheless, the City’s Official Statement dated February 26, 2013, prepared in connection with the issuance of the City’s 2013 General Obligation Refunding Bonds, is anticipated to be filed prior to the closing of 18 such bonds on March 25, 2013. The Chief Financial Officer has committed to comply with all continuing disclosure requirements of the City, including those with the Authority, in the future, and has implemented procedures to remedy the oversight.

APPROVAL OF LEGAL PROCEEDINGS

All legal matters incident to the authorization, issuance, sale and delivery of the Bonds are subject to the approval of McManimon, Scotland & Baumann, L.L.C., Roseland, New Jersey, Bond Counsel to the Authority, whose unqualified approving legal opinion will be delivered with the Bonds. The proposed form of such opinion is attached hereto as APPENDIX G. Certain legal matters will be passed upon for the Authority by its counsel, Leonard T. Bier, Esq., New Brunswick, New Jersey, and for the City by Caryl Amana, Esq., City Counsel, Trenton, New Jersey, and for the Underwriters by GluckWalrath LLP, Trenton, New Jersey.

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or the future performance of parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

RATINGS

Moody's Investors Service (hereinafter, "Moody's") is expected to assign the Bonds a rating of "A2" (stable outlook) and Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business ("S&P") is expected to assign the Bonds a rating of "AA-" (stable outlook), each based upon the issuance of the Policy by AGM concurrently with the issuance of the Bonds. Moody's has also assigned an underlying rating of "A3". A further explanation of such rating may be obtained only from Moody's at the following address: 7 World Trade Center, 250 Greenwich Street, New York, New York 10007 and from S&P at the following address: 55 Water Street, New York, New York 10041 Such ratings reflect only the views of such rating agency and is not a recommendation to buy, sell or hold the Bonds. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised and or withdrawn entirely if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price or marketability of the Bonds.

INDEPENDENT AUDITORS

The financial statements of the Authority as of June 30, 2011 and 2012, included in APPENDIX A to this Official Statement, have been audited by Mercadien, P.C. Certified Public Accountants, Princeton, New Jersey, independent certified public accountants, as stated in their report appearing in APPENDIX A to this Official Statement.

The financial statements of the City as of June 30, 2011, included in APPENDIX C to this Official Statement, have been audited by Mercadien, P.C. Certified Public Accountants, Princeton, New Jersey, independent certified public accountants, as stated in their report appearing in APPENDIX C to this Official Statement.

FINANCIAL PROJECTIONS

The Authority has prepared financial projections of its Revenues and Operating Expenses, including projected Revenues and Operating Expenses of the Parking Project. See "HISTORICAL AND PROJECTED OPERATIONS OF THE AUTHORITY", herein.

VERIFICATION OF MATHEMATICAL ACCURACY

Mercadien, P.C. Certified Public Accountants Princeton, New Jersey (the "Verification Agent") will verify from the information provided to them the mathematical accuracy as of the date of closing of the Bonds of the computations contained in the provided schedules to determine that the anticipated receipts from the securities and cash deposits to be held in escrow will be sufficient to pay on the Redemption Date the principal of and interest on the Bonds to be Refunded. The Verification Agent will express no opinion on the assumptions provided to them, nor as to the tax status of the Bonds.

UNDERWRITING

The Bonds are being purchased for re-offering by NW Capital Markets Inc. and Sturdivant & Co. (the "Underwriters") pursuant to a purchase contract dated March 7, 2013 (the "Bond Purchase Contract"). The Bond Purchase Contract provides that all of the Bonds will be purchased if any are purchased. The purchase price for the Bonds is $28,186,979.50, which represents the principal amount of the Bonds, plus original issue premium of $60,254.50, less the Underwriter's discount in the amount of $198,275.00. The initial public offering prices stated on the cover page hereof may be changed from time to time by the Underwriters, and the Bonds may be offered and sold by the Underwriters to certain dealers and others at prices lower than the initial public offering price.

ADDITIONAL INFORMATION

Inquiries regarding this Official Statement, including requests for information in addition to that contained herein, may be directed to the Chief Operating Officer of the Authority, Walter Drew Smith, at 110-116 North Warren Street, Trenton, New Jersey, telephone number (609) 393-3469.

MISCELLANEOUS

The references herein to the Act, the Resolutions, and various other statutes and documents are brief outlines of certain provisions thereof. Such outlines do not purport to be complete and reference is made to the Act, the Resolutions, and such various other documents and statutes for full and complete statements of such provisions. These documents may be inspected at the principal corporate trust office of the Trustee.

This Official Statement is not to be construed as a contract or agreement between the Authority and the purchaser or holder of any of the Bonds. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinions and not as representations of fact. All estimates and assumptions have been made on the best information available and are believed to be reliable but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this 20

Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

The execution and delivery of this Official Statement has been duly authorized by the Authority.

PARKING AUTHORITY OF THE CITY OF TRENTON

By: /s/ Walter Drew Smith WALTER DREW SMITH, Chief Operating Officer

Dated: March 7, 2013

THIS PAGE LEFT INTENTIONALLY BLANK

APPENDIX A

FINANCIAL STATEMENTS OF THE AUTHORITY

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

PARKING AUTHORITY OF CITY OF TRENTON (A Component Unit of The City of Trenton, New Jersey) Basic Financial Statements and Supplementary Information June 30, 2012 and 2011 PARKING AUTHORITY OF CITY OF TRENTON (A Component Unit of The City of Trenton, New Jersey) Table of Conten June 30, 2012 and 2011

Page Number

AUDiTORS! REPORT...... 1 -2

MANAGEMENTS DISCUSSION AND ANALYSIS...... 3-6

BASIC FINANCIAL STATEMENTS

BALANCE SHEETS...... 7-8

STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS...... 9

STATEMENTS OF CASH FLOWS...... 10

NOTES TO BASIC FINANCIAL STATEMENTS...... 11 -20

SUPPLEMENTARY INFORMATION

SCHEDULES OF OPERATING REVENUES, EXPENSES AND COSTS FUNDED BY OPERATING REVENUES COMPARED TO BUDGET...... 21

SCHEDULE OF OPERATING REVENUES AND EXPENSES...... 22

ROSTEROF OFFICIALS ...... 23 I' (MERCAdIEN, P.C. (. I I I 'I I I -

INDEPENDENT AUDITORS' REPORT

To the Commissioners of Parking Authority of City of Trenton (A Component Unit of The City of Trenton, State of New Jersey)

We have audited the accompanying basic financial statements of the business type activities of the Parking Authority of City of Trenton (the "Authority") (a Component Unit of the City of Trenton, State of New Jersey) as of June 30, 2012 and 2011, which collectively comprise the Authority's basic financial statements as listed in the table of contents. These basic financial statements are the responsibility of the Authority's management. Our responsibility is to express an opinion on these basic financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the basic financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall basic financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of the Authority as of June 30, 2012 and 2011, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Accounting principles generally accepted in the United States of America require that IWCEPEk)WTL CWWED VEIIBER, the Management's Discussion and Analysis on pages 3-6 be presented to supplement VCGLDqEY A1LI*ncE the basic financial statements. Such information, although not a part of the basic AMERCAF4 kIs11IuE OF financial statements, is required by the Governmental Accounting Standards Board CERTIFIED PUBLIC COU1ANTS who considers it to be an essential part of financial reporting for placing the basic • NEW J st SocIEr OF financial statements in an appropriate operational, economic, or historical context. CERTIFIED PUBlIC ICC0(JLTLNTS We have applied certain limited procedures to the required supplementary * NEW c< Soclm OF information in accordance with auditing standards generally accepted in the United CERTIFIED PuRl C 4CCUHTMIIS States of America, which consisted of inquiries of management about the methods of PEFII4sYlAuIA 5TITUt OF CEREIFIEB PuBUC CCOUkTONTS preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic fmancial statements, and other • ICPA's PP.I AIE CoPNIES 'ACTICE SECTiON knowledge we obtained during our audit of the basic financial statements. We do not

• AICPA's EWER FOR AUDIT Ouiii express an opinion or provide any assurance on the information because the limited • EEGISIDRED WTF FE PCADE procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

P.O. Box 7648 • Pthiceton, NJ 08543-7648 • 609.689.9700 • hix 609.689.9720 ww.mcrc adicn.com I

OvER 4 YEARS OF SERVICE IC) HE COMMUNIT'V

TIIeMcGadIcy 1 IliaInx i a pcninicr jIGI jtjon of iwkperccnt accounting and conLIthgtI - nc. heE.k(Iladrey.uJlnncn nIM Inic nlntail etinIn.autanaInyJnd - - ir ep d1:e and n pnibIn lar hr-I o.vn dicill Ice rr JIrgnIne-. dn iery o ctvcc and rn3hItrancr- D rirci: catlonIhlp INDEPENDENT AUDITORS REPORT (CONTINUED)

Our audits were conducted for the purpose of forming an opinion on the basic financial statements that collectively comprise the Authority's financial statements. The supplementary information is presented for the purpose of additional analysis and is not a required part of the financial statements. Such information has not been subjected to the auditing procedures applied in the audit of the financiai statements, and accordingly, we do not express an opinion or provide any assurance on it.

3 &&

September27, 2012 PARKING AUTUQIIITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW OF THE FINANCIAL STATEMENTS

The annual basic financial report consists of two parts: Management's Discussion and Analysis (this section) and the basic financial statements. The Authority is a self-supporting entity and follows enterprise fund accounting. The enterprise fund concept is similar to the manner in which private business enterprises are financed and operated. The Authority presents its basic financial statements on the accrual basis of accounting. The statements offer short and long4erm financial information about the activities and operations of the Authority. The intent is that the costs of providing access to parking facilities on a continuing basis are frnanced primarily through parking revenue. The Authority has established certain restricted funds and accounts, ' as directed by internal resolution and bond indentures. In an effort to ensure compliance with the Authority's by-laws and to safeguard its assets, internal controls have been developed and implemented by management. These internal controls include policies, procedures, approved organizational structures and approved budgets for capital and operating expenditures. Visit the City of Trenton's website at www.Treritonnj.org for more information regarding the Authority's parking activity and management contact information.

Financial Highlights

Cash and cash equivalents as of June 30, 2012, were $3,287,233, a decrease of 2670%, from the balance as of June 30,2011.

Total liabilities as of June 30, 2012. were $32,296,783, a decrease of 319%, from the balance as of June 30, 2011. The Authority repaid $987,291 in debt during the fiscal year ended June 30, 2012.

Total revenues were below budget by $649,425 primarily due to a decrease in parking revenue by approximately 6% and decrease in rental income by approximately 7%. This led to a decrease in net assets of $562,627.

Finaticial Analysis of the Authority

The Authority's totzl net assets were approximately $3.6 million as of June 30, 2012, In fiscal year 2012, total assets decreased approximately 4% to $35.9 million, and total liabilities decreased approximately 3% to $32.3 million. Total net assets as of June 30, 2011, were approximately $4.1 million. Total assets that year decreased approximately 3% to $37.5 million, and total liabilities decreased approximately 2% to $33.4 million. Changes in assets, liabilities and net assets between June 30, 2012,2011 and 2010, are summarized as follow's: PARKING AUThOMTY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

MANAGEMENTtS DISCUSSION AND ANALYSIS (CONTINUED)

Financial Analysis of the Authority (Continued)

Percentage Change iune3O2012 June3O,2011 June3O,2010 2012-2011 CurrentAssets $ 6,416,564 $ 7,654,822 $ 8,162,042 (16) Capital assets, net 28,637,919 29,018,733 29,630,667 (1) Other assets 827.455 835.955 851.617 (1) Total Assets 35,881.938 37.509.490 38.644.326 (4)

Long-temi debt 30,778,263 31,778,006 32,765,248 (3) Other liabilities 1.518.520 1.583.701 1,461.882 (4) Total Liabilities 32.296.783 33.361,707 34.227.130 (3)

Net Assets Restricted for Debt Service 3,320,084 3,793,018 3,871,847 (12) Renewal and Replacement 1,068,508 1,500,172 172 (29) Other 77,228 142,513 159,411 (46) (Deficit) Unrestricted (880.665 (1287,920) 385.766 (32) Total Net Assets 3,585.155 $ 4.147.783 $ 4.417.196 (14)

Operating Activities

The Authorily operates four parking garages in the City of Trenton: Broad and Front, Warren Street, Trenton Marriott (Lafayette Yard) and Liberty Commons. They also operate two surface lots, which are located on Merchant Street and next to the Warren Street garage. User fees are generated from monthly passes and daily parkers. Rates are set by the Authority's Board of Commissioners.

The Authority's total parking revenue for fiscal year 2012 WaS $3508 million, a decrease of 6% over fiscal year 2011. The Authority's total operating expenses for fiscal year 2012 were $2.58 million, an increase of 4% from fiscal year 2011. The Authority's total parking revenue for fiscal year 2011 was $3748 million, an increase of 1% from fiscal year 2010. The Authority's total operating expenses for fiscal year 2011 were $2.47 million, a decrease of 6% from fiscal year 2010. The following table summarizes the changes in revenue, expenses and net assets between the fiscal years of 2012, 2011 and 2010,

Tn July 2012, the Authority closed its Broad and Front garage and relocated all parkers to its other garages. PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Treilton, New Jersey)

MANAGEMENTS DISCUSSION AND ANALYSIS (CONTINUED)

Operating Activities (Contirnied)

Percentage Year Ended Change June 30. 2012 June 30. 2011 June 30,2010 20122O11 Operating Revenues: Parking Revenue $ 3,508,353 $ 3,747628 $ 3,722,268 (6) Other Revenue 61.617 37,223 61,520 66 Total Operating Revenues 3,569,970 3,784,851 3,783,788 (6)

NonOperating Revenues Interest Incciine 81,281 81.314 87.681 Total Revenues 1651.251 3.866.165 7.L4ñi_. (6)

Operating Expenses: Payroll and Fringe Benefits 843,640 764,956 722,366 10 Depreciation and Amortization 884,764 869,257 1,066,299 2 Other Operating Expenses 847.204 839.619 844,523 I Total Operating E enses 2.575.608 - 2.473.832 2.633,188 4

Non-Operating Expenses Interest Expense 1.601,767 1.645,425 1,690.114 (3)

Total Expenses 4J77.375 4.119.257 4.323.302 I

Change in Net Assets (562,628) (269,413) (451,833) 109

Net Assets, Beginning of Year 4.147.783 4.417.196 4.869.029 (6)

Net Assets, End of Year $ 3.585.155 S 4.147.783 $ 4'4 U2. (14)

5 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

Capital Assets and Debt Adinhdstration

At June 30, 2012, the Authority had a total of $36,378,183 invested in property and equipment relating primarily to its parking facilities. The total reptesents a 1% increase from last year. The following table summarizes the changes in capital assets, net of depreciation, between the fiscal years 2012, 2011 and 2010.

Per cc nt ag C Change June 30, 2012 June 30. 2011 June 30. 2010 2012-2011 Land $ 1,788,122 $ 1.788,122 $ 1,788,122 0 Buildings 30,441,405 30,441,405 30,441,405 0 Improvements 4,016,572 3,639,835 3,449,852 Furniture and Fixtures 98,428 15,136 15,416 550 Automotive Equipment 33656 33656 33.115 0 36,378,183 35,918,154 35,727,910 1 Less: Accumulated Depreciation (7.740,264 (6.899.441) J6.097.243) 12 Total Capital Assets, Net S 28.637.919 $ 29.018,713 S 29,630, 7 (1)

More detailed information about the Authority's capital assets is presented in Note £ of the financial statements.

The following table summarizes the changes in capital debt between the fiscal year 2012, 2011 and 2010:

Percentage Change June3O.2012 June3O.2011 June3O,2010 2012-2011 Bonds Payable S 3 1.785.549 $32348644 S 33,647.546 (3)

More detailed information about the Authority's bonds payable is presented in Note F of the financial statements. PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey) BALANCE SHEETS

2012 2011 ASSETS Current Unrestricted Assets Cash and cash equivalents $ 477,032 $ 704,544 Investments I 285,427 1,288,009 Accounts receivable, net of allowance for doubtfiul accounts of $138,050 in 2012 and $67,250 in 2011 118.296 161,431 Accrued interest receivable 20,347 20,017 Prepaid expenses 49,642 45.118 Total Current Unrestricted Assets 1,950.744 2,219.119 Restricted Assets Cash and cash equivalents Construction thud - 65285 Current debt service account 426,213 980,098 Reserve account 1,238,252 1.157,086 Renewal and replacement account 1,068,508 1,500,172 Rebate fund 77,228 77,228 2,810,201 3,779,869 Investments in debt securities reserve account 1.655,619 1.655.834 Total Restricted Assets 4.465.820 5,435.703 Property and Equipment 28,637,919 29,018,713 Construction Advances 70,784 42,886 Amortizable Bond Issuance Costs 756.671 793,069 Total Assets 938 S 37.509.490

7 PARKiNG AUThO1UTY OF CITY OF TRENTON (A Component Unit of the City of Trenton, New Jersey) BALANCE SHEETS

June 30. 2012 2011 LIABILITIES AND NET ASSETS Current Liabilities Payable from Unrestricted Assets Accounts payable $ 45,628 $ 119,816 Accrued liabilities 49,696 44,221 Defened revenue 5.559 10.270 Total Current Liabilities Payable from Unrestricted Assets 100.883 174.307 Current Liabilities Payable from Restricted Assets Bonds payable current portion 1,007287 970,638 Garage debt current portion 16,552 33,205 Accrued interest payable on bonds 393.798 405.551 Total Current Liabilities Payable from Restricted Assets 1.417,637 1,409.394 Long-Teim Portion of Bonds Payable 30378263 3 1,778.006 Total Liabilities 32.296,783 33361,707 Net Assets Restricted for: Debt Service 3,320,084 3,793,018 Renewal and Replacement 1,068,508 1,500,172 Other 77,228 142,513 (Deficit) Unrestricted (880.665 (1.287.920 Total Net Assets 3.585.155 4.147.783 'total Liabilities and Net Assets 135,881.938 S 37509.490

See notes to basic financial statements. 8 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS

Year Ended June 30. 2012 2013* Revenues Parking revenues $ 3,508,353 $ 3,747,628 Rental income 26,567 28,506 Interest income 35,050 8,717 Unrealized loss from investments (36.504) _ Iaa2JL Total revenues 3.533.466 3.768,530 Operating expenses General and administrative 1,690,844 1,604,575 Depreciation and amortization 884,764 869.257 Total operating expenses 2.575,608 _1411831_ Operating income 957.858 1,294.698 Non-operating revenues (expenses) Interest income 81,281 81,314 Interest expense (1,601,767) (1.645.4251 Total non-operating expenses (1.520.486) (l,564A11) Charie in net assets (562,628) (269,413) Net assets, beginning of year 4.147.783 4.417.196 8515 Net assets, end of year IA.2 k__. $ 4,147.783

Some numbers have been reclassed to match current year presentation.

See notes to basic financial statements. 9 PARKING AUTHORITY OF CITY OF TRENTON (A Component Unit of the City of Trenton, New Jersey) STATEMENTS OF CASH FLOWS Year Ended lime 30. 2012 2011 Cash Flows from Operating Activities Parking revenue S 3,546,777 $ 3,647,678 Rental income 26,567 28,506 Investment return 799 8,881 General and atlininistrative expenses (1.764.081) (1,549.556) Net cash provided by operating activities 1.810.062 2.135.509

Cash Flows from Investing Activities Non-operating interest income 8L496 64,993 Purchase of investments, net - (1.288.009) Net cash (used in) provided by investing activities 81.496 (1.223.016)

Cash Flows from Capital and Related Financing Activities Repayment of borrowings (987,291) (906,545) Purchases of property and equipment (net) (460,029) (213,546) Non-operating interest expense (1,613,520) (1,655,403) Construction advances (27898 (20,736 Net cash used in financing activities (3.088338) _2a23)_

Net decrease in cash and cash equivalents (1,197,180) (1,883,737) Cash and cash equivalents, beginning of year 4.484413 6.368.150 Cash and cash equivalents, end of year $ 3.287233 $ 4.484.413

Cash and cash equivalents, unrestricted £ 477,032 $ 704,544 Cash and cash equivalents, restricted 2.810.201 3.779.869 S 3.287,233 S 4.484.413 Reconciliation of operating income to net cash provided by operating activities Operating income $ 957,858 $ 1,294,698 Adjustments to reconcile operating income to net cash provided by operating activities Depreciation 840,823 825,316 Amortization 43,941 43,941 Changes in current assets and liabilities Accounts receivable 43,135 (104,766) Prepaid expenses and deposits (4,524) 16,591 Accrued interest receivable (330) 164 Accounts payable (74,188) 26,462 Accrued liabilities 5,476 11,966 Deferred revenue (4,711) 4,816 Investments 2.582 Net cash provided by operating activities S 1.810.062 509

See notes to basic financial statements. 10 PARKING AUTIIOIUTY OF CITY OF TP]!NTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATENifiNTS

A. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Parking Authority of City of Trenton (the Authority') was created to construct and operate parking facilities to serve the municipality of Trenton, New Jersey. The Authority collects its revenues from users of the facilities. The Authority is a component unit of the City of Trenton, New Jersey (the "City'), since it is financially accountable to the City. l3asis of Accountiiig Basis of accounting refers to the point at which revenues or expenses are recognized in the accounts and reported in the financial statements. The accompanying financial statements have been prepared on the accrual basis of accounting and in accordance with accounting principles generally accepted in the United States of America applicable to governmental proprietary-type funds. Revenues are recognized whei earned, and expenses are recognized when incurred. In its accounting and financial reporting, the Authority follows the pronouncenlents of the Governmental Accounting Standards Board ("GASW) and other entities that promulgate accounting principles. Per GASB Statement 55, The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments, priority is established as to which source of accounting principles to utilize in determining proper accounting ea1ment. The hierarchy is as follows: OASB Statements and Interpretations; GASB Technical Bulletins; American Institute of Certified Public Accountants ('AICPA') Industry Audit and Accounting Guides and AICPA Statements of Position, if applicable, and cleared by GASB; AICPA Practice Bulletins, if applicable, and cleared by OASB; Implementation Guides published by the Financial Accounting Standards Board ('FASB') AICPA pronouncements that are not specially applicable to state and governmental entities; FASB Statements and Interpretations; and Accounting Principles Board Opinions and Accounting Research Bulletins of the Committee of Accounting Procedure issued on or before November 30, 1989, unless those pronouncements conflict with or contradict GASU pronouncements. Operating Revenues and Expenses The Authority's operating revenues consist of parking revenues, rental income and interest earned on unrestricted cash and investments. Operating expenses consist of costs related to parking service. All other revenues and expenses are reported as non-operating revenues and expenses. Cash Equivalents For the purpose of the statements of cash flows, cash equivalents are all highly liquid securities with original maturities of three months or less. Accounts Receivable, Net of Allowance for Doubtful Accounts The Authority evaluates all accounts receivable on an annual basis. Au allowance for doubtful accounts is set up by charging net income. Amounts are charged against the allowance for uncollectibles when mahagement believes that collectibility of some receivables is uncertain.

PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

A, BUSINESS AND SUMMARY OF SIGNIFICKNT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment and Depredation Property and equipment is stated at cost and is depreciated for financial reporting purposes on a straight-line basis over the estimated useful lives of the assets: 25-50 years for buildings, 10-30 years for improvements, 5-15 years for furniture and fixtures, and 5 years for automotive equipment. Repairs and maintenance expenditures which do not extend the useflil lives of the related assets are expensed as incurred.

Bond Issuance Costs Bond issuance costs are being amortized on the straight-tine method over the lives of the respective bonds. Amortization charged to operations for each of the years ended June 30, 2012 and 2011, was $36,398.

Income Taxes As a public body, the Authority is exempt from both federal and state income taxes under existing statute.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Unemployment Trust Fund The State Unemploymeht Compensation Fund is reimbursed out of current operating income as needed for benefits paid to former employees.

Restricted Accounts In accordance with the bond resolutions and trust agreements, the Authority has established various fimds: Account Amount Use for Which Restricted Construction find Withdrawals only. Authorized draws for construction advances for the Liberty Commons project.

Current debt Amounts needed for accrued bond Interest and principal payments due service account interest and principal due in the on October 1 and April 1. next succeeding fiscal year, as if such principal amounts accrued evenly throughout the year.

12 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FtNANCIAL STATEMENTS

A, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Account Use for Which Restheted Reserve account Amounts needed for maximum Interest and principal payments not annual debt service. funded by current debt service accounts.

Renewal and Withdrawals. Deposits by Authorized draws for costs and replacement resolution oniy. unusual or extraordinary account maintenance or repairs, renewal and replacement of equipment, the acquisition of capital additions or improvements.

Rebate fund Withdrawals only Required draws for rebatable arbitrage.

Other Post Eniploymeiit Benefits ("OPEB") Other than Pensions On July 1, 2007, the Authority implemented GASB Number 45, which covers accounting and financial reporting requirements for government employers which provide post employment benefits other than pensions. Since the Authority participates in a multiple-employer cost- sharing plan ('Public Employees' Retirement System' ("PERS')), the Authority's portion of this liability and cost is calculated and recorded at the State of New Jersey level and included in the stateYs Comprehensive Annual Financial Report. The Authority records OPEB e>pense based on billings from the State PEltS. Required financial statement disclosure requirements are included in Note K of these audited flnaneial statements.

Net Assets Restricted Amounts are restricted for debt service, renewal and replacement and other charges as required per bond resolution.

Unrestricted The unrestricted net assets represent resources available for current operating expenses net of capital assets and related debt.

2012 2011 Invested in capital assets, net of related debt $ (2730,526) $ (3,332,732) Unrestricted net assets 1.849,861 _ L44i2 (Deficit) Unrestricted S (880.665) $jja. 92QL

Rounding Some schedules in the financial statements may have dollar differences due to rounding adjustments.

13 PARKING AUThORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

B. CREDIT RISK AND CUSTODIAL CREOJT RISK

The Authority's cash and cash equivalent and investment accounts are insured or collateralized as follows: June 30 2012 2011 Insured by Federal Deposit Insurance Corporation ('FDIC") $ 849878 $ 750.OQO

The Authority maintains cash in bank balances which may exceed federally insured limits. They historically have not experienced any related cash in bank losses.

C. CONCENTRATION OF RISK

Revenues collected from the State of New Jersey were 45% and 42% for the years ended June 30, 2012 and 2011 respectively. A substantial decrease in these revenues could have a material effect on the operations of the Authority.

P. INVESTMENTS

Investhients consist of treasury obligations and taxable bonds. These invesPents are held by the Authority's custodial agent in an account for the Authority and are included in Restricted Assets on the balance sheets, Unrestricted investments are held by the Authority's investment advisors and are carried at fair value.

Fair Value \'feasuremen(s The Authority follows the Fair Value Measurcinents Topic of the FASB Accounting Standards Codification, which provides a framework for measuring fair value under accounting principles generally accepted in the United States of America.

As defined in the Fair Value Measurements Topic of the FASB Accounting Standards Codification, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Authority uses the stock market index approach. Based on this approach, the Authority oflen utilizes certahi assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Authority utilizes valuafion techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Basedon the observability of the inputs used in the valuation techniques the Authority is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

14 PARKING AUTHORITY OF CITY OF TRENTON (A Component Unit of the City of Trenton, New Jersey) NOTES TO BASIC FINANCIAL STATEMENTS

Ii INVESTMENTS (CONTINUED)

Level 1 - Valuations for assets and liabilities traded in active exchange markets such as the New York Stock Exchange. Level I also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations we obtained from readily available pricing sources for market transactions myolvrng identical assets or liabilities.

Level 2 - Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third part)' pricing services for identical or similar assets or liabilities.

Level 3 - Valuations for assets and liabilities that are derived from other valuation methodologies, incIudin option pricing models, discounted cash flow modets and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

Investments The fair value of investment securities is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers. If listed prices or quotes are not available, fair value is based upon externally developed models that use unobservable inputs due to the limited market activity of the instrument.

Fair 1/aliw on a Recurring Basis The table below presents the balances of investments measured at fair value on the. balance sheets as of June 30, 2012 and 2011:

June 30. 2012 Total Level I Level 2 Level 3 Available for sale securities $1941 .046 S2.941 .046 S - S - Total $2941046 $ -

Total Level 1 Level 2 Level 3 Available for sale securities $2,943,843 $2.943.843 S - S - Total 1943.843 S - -

15 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

E. PROPERTY AND EQUIPMENT

Property and equipment for the years ended June 30, 2012 and 2011, consist of the following:

June 30, June 30, 2011 Additions Deletions 2012 Land $ 1,788,122 $ $ $ 1,788,122 Buildings 30,441405 - - 30,441,405 Improvements 3,639,835 376,737 - 4,016,572 Furniture and fixtures 15,136 83,292 - 98,428 Automotive equipment 33.656 - - 33.656 Subtotal 35,918,154 460,029 - 36,378,183 Less accumulated depreciation 6.899,441 840,823 - 7.740264 Total property and equipment $ 29.018.713 UJQ294. - S 28,637.919 June 30, June 30, 2010 Additions Deletions 2011 Land $ 1,788,122 $ $ - $ 1,788,122 Buildings 30,441,405 - 30,441,405 Improvements 3,449,852 191,470 1,487 3,639,835 Furniture and fixtures 15,416 5,920 6,200 15,136 Automotive equipment 33.115 16,156 15,615 31656 Subtotal 35,727,910 213,546 23,302 35,918,154 Less accumulated depreciation 6.097,243 825.316 23,118 6.899.441 Total property and 871 equipment a22 Q66L... S (61L770 j 184 iZ2Qj 2,.

Depreciation expense charged to operations was $840,823 and $825,316 for the years ended June 30, 2012 and 2011 respectively.

F. BONDS PAYABLE

The bonds are payable as to principal and interest from the fees, rentals or other charges derived by the Authority from the operation of its parking system and the full faith, credit and taxing power of the City of Trenton, New Jersey. The City guarantees the payment of the bonds. Additionally, the bonds have been insured to guarantee payment of principal and interest.

The bonds mature annually from April 1,2005 through April 1, 2034.

Bond resolutions have been adopted by the Authority for the purpose of acquiring, constructing and making improvements to the parking facilities in the City. The following is a summary of revenue bonds outstanding;

16 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

F. BONDS PAYABLE (CONTINUED)

Interest Amount of Series Issue Date Rates . jgIn Ussue 4.00%- Parking Revenue Refunding (Series 2001) 10/5/01 5.25% $ 20,590000 2.00%- Parking Revenue (Series 2003) 12/15/03 4,50% 14,070,000 5.26%- Parking Revenue (Series 2006) 3/7/06 550% 4.520.000 Total S 39.180.000

June 30, June 30, Series 2011 Additions Deletions 2012 Parking Revenue Refunding (Series 2001) S19,485,000 $ - $ 645,000 $ 18,840,000 Parking Revenue (Series 2003) 9,186,477 - 230,638 8,955,839 Parking Revenue (Series 2006) 4.245.000 - 95.000 4.150.000 Subtotal 32,916,477 - 970,638 31,945,839 Less deferred loss on defeasance (2006 Refunding) 167.833 - 7.543 160,290 Total 32,748,644 - 963,095 31,785,549 Less current portion 970.638 L007,287 970.638 1.007287 Bonds payable, net of current portion $31.778,006 JLQQ2.287 S 7,543 &.778.262,

June 30, June 30, 2010 Additions il ions 2011 Parking Revenue (Series 2000) $ - $ - S - $ Parking Revenue Refuflding (Series 2001) 20,090000 - 605.000 19,485.000 Parking Revenue (Series 2003) 9,402,922 - 216,445 9,186,477 Parking Revenue (Series 2006) 4.330.000 - 85.000 4,245.000 Snbtotal 33,822,922 - 906,445 32,916,477 Less deferred loss on defeasance (2006 Refunding) 175,376 - 7.543 167.833 Total 33,647,546 - 898,902 32,748,644 Less current portion 89&902 970.638 898902 970638 Bonds payable, net of current portion $, jj8.6 j. (970,638 $ - $ 31378.006

17 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

F. BONDS PAYABLE (CONTINUED)

Total maturities of bonds are as follows:

Year Ending June 30, PrinciDal Interest Total 2013 $ 1,007,287 $ 1,566,713 $ 2,574,000 2014 1,057,933 1.516,164 2,574,097 2015 1,118,483 1,461,491 2,579,974 2016 1,169,128 1,409,388 2,578,516 2017 1,223,321 1,352,900 2,576,221 2018-2022 7,049,665 5,813,460 12,863,125 2023 - 2027 9031,747 3,833,795 12,865,542 2028 - 2032 8,238,826 1,408,491 9,647,317 2033-2034 94.532 1.983,691 Total $31. 78 Sa54L. $ 18,456934 S 50.242.483

Retundin Bond Issues

In October 2001, the Authori' issued $20,590,000 in Parking Revenue Refunding Bonds to advance-refund the callable portion, $18,400,000, of the $21,000,000 of outstanding Parking Revenue Bonds (Series 2000). The net proceeds of $20,178,324 (after payment of $411,676 in underwriting fees, insurance and other issuance costs) were used to purchase state and local government securities. Those securities were deposited in an irrevocabje trust with an escrow agent to provide for all scheduled interest and principal payments on the Padcing Revenue Bonds to and including April 1,2010, with the option of redemption on April 1, 2010. The advance-refunding met with the requirement of an in-substance debt defeasance, and $18,400,000 of the Parking Revenue Bonds were removed from the Authoritys financial statements. In addition, the trust account assets are not included in the Authority's financial statements.

In March 2006, the Authority issued $4,520,000 in Parking Revenue Refunding Bonds to advance-refund the callable portion, $4,075,000, of the $14,035,000 of outstanding Series 2003 Parking Revenue Bonds of the Authority used to construct the Liberty Commons facility. The net proceeds of $4,169,516 (after payment of $350,484 in underwriling fees, insurance and other issuance costs, as well as a $347,225 deposit to the Bond Reserve Fund) were used to purchase state and local government securities. Those securities were deposited in an irrevocable trust with an escrow agent to provide for all scheduled interest and principal payments on the Series 2003 Parking Revenue Bonds to and including October 1, 2033. The portion of the bonds maturing on or after October 1, 2017, is subject to redemption on or after October 1,2016. and the bonds maturing on October 1,2026 and October 1,2033, are subject to mandatory sinking fund redemption. The advance-refunding met with the requirement of an in-substance debt defeasance, $4,075,000 of the Series 2003 Parking Revenue Bonds were removed from the Authority's financial statements. In addition, the trust account assets are not included in the Authority's financial statements.

18 PARKING AUThORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

F. BONDS PAYABLE (CONTINUED)

nd in B ond I ssu es C thue dl

As a result of the advance-refunding, the Authority increased its total debt service requirement by $1,579,430, which resulted in an economic loss (difference between present value of the debt service payments on the old and new debt) of $683,060. In addition, the Authority recorded a deferred loss on defeasanee, principally representftg the difference between the carrying value of the refunded bonds and the re-acquisition price, of $208,060. This loss on defeasance is reflected as a reduction in bonds payable and is being amortized on a straight-line basis over the life of the new debt. Amortization expense for the years ended June 30, 2012 and 2011, was $7,543.

Refunded bonds outstanding at June 30, 2012, are comprised of the following:

Principal Amount Outstanding June 30. 2012 2001 Refunding Parking Revenue (Series 2000) $ 18.400,000

2006 Refunding Parking Revenue (Series 2003) 3.660.000 $ 22,060.000

G, DEBT

Debt consists of garage debt with fluctuating payments due at varying intervals plus interest at approximately 4.7%. Amounts are payable semi-annually through July 2012.

June 30, June 30, 2011 Additions Deletions 2012 Garage debt S 33,205 $ - $ 16,653 S 16,552 Less current portion 33.205 - _Jñ51_. 16.552 Debt, net of current portion

June 30, June 30, 2010 Additions Deletions 2011 Garage debt $ 33,304 $ 33,205 $ 33,304 S 33,205 Less current portion 16.701 33.205 16,701 33,205 Debt, net of CUiTe1t portion £16.603 j - S 16.603 $ -

19 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trentoi, New Jersey)

NOTES TO BASIC FINANCIAL STATEMENTS

IL PENSION PLAN The Authority participates in the PERS of New Jersey, which is part of the Division of Pensions in the Department of the Treasury, State of New Jersey. The plan is funded annually based on the projected benefit method with aggregate-level nonnal cost and frozen initial unfunded accrued liability. The plan, which covers public employees throughout the state, does not maintain separate records for each reporting unit, and accordingly, the actuarial data for employees of the Authority who are members of the plan is not available.

I. COMMITMENTS AND CONTINGENCIES The Authority's employees have agreed to be contmcted with a local union. The effects of a labor or contract problem of any kind have not been determined and have not beer% reflected in these financial statements. J. RELATED PARTY A commissioner of the Authority is a member of the board of directors of Lafayette Yard Community Development Corporation (the "Corporation). The Authority has substantially thnded the Corporation for $7,441,142, all of which has been reserved. K. OTHER POST EMPLOYMENT BENEFITS ("OPEn) OTHER THAN PENSIONS The Authority participates in a cost sharing multiple-employer defined benefit PERS, which is administered by the State of New Jersey, PEltS provides continued health care benefits to employees retiring after twenty-five years of services. Benefits, contributions, finding and the manner of administration are determined by the State Legislature. The Division of pensions charges the Authority for its contribution. The total number of employees receiving benefits was 3, 3 and 2, as of June 30, 2012, 2011 and 2010, respectively. The total cost for these post-retirement benefits included in fringe benefits, were $23305, $30.068 and $27,168, respectively.

Please refer to the State website, www.statenL for more information regarding the plan. The PElts report may be obtained by writing to the State of New Jersey, Department of Treasury, Division of Pensions and Benefits. P.O. Box 295, Trenton, New Jersey 08625-0295.

L. SUBSEQUENT EVENTS Management has evaluated subsequent events that occurred after the statement of net assets date but before September 27, 2012, the date the financial statements were available to be issued. The following items were determined by management to require disclosure: In August 2012, the Authority closed its Broad and Front garage temporarily due to decline in demand and to perform necessary repairs and maintenance and relocated all parkers to other garages. In September 2012, the Authority settled a lawsuit with a former emp]oyee for lost wages and damages in the amount of $25,000. The setilement was recorded as a payable at June 30, 2012.

20 SUPPLEMENTARY INFORMATION PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

SCHEDULES OF OPERATING REVENUES, EXPENSES AND COSTS FUNDED BY OPERATiNG REVENUES COMPARED TO BUDGET

Year Ended June 30. 2012 June30. 2011 Unaudited Audited Audited Budet Actual - Actual Revenues Parking revenues $ 4,046,000 $ 3,508,353 53,747,628 Rental income 49,000 26567 28,506 Investment return, net 87.891 (1.4541 (7.604) Total revenues 5 4.182,891 $ 3,533,466 $ 3,768,530 Expenses Payroll $ 576,000 $ 606,770 S 515,620 Heat, light and water 160,000 172,739 183,296 Facilities maintenance 180000 158,962 189,914 Parking tickets 4,000 6,260 4,001 Laundry and uniforms 5,000 1,561 2,690 Insurance 105,000 160,961 113,703 Telephone 28,500 27,945 25,042 Office expenses 21,000 25,416 12,812 Fringe benefits 211,000 236,870 249,336 Professional fees 72,500 85,271 79,809 Consulting Fees 145,400 120,325 136,184 Travel, meetings and workshops 25,000 13,090 16,924 Miscellaneous expenses 3,600 3,874 7,994 Bad debt expense - 70.800 67.250 Total expenses 1,537,000 1,690,844 1.604,575 Interest expense - bonds 1,655,361 1,60L139 1,643,745 Interest expense - garage debt 1,680 628 1,680 Other costs funded by operating revenues Principal maturity 923,145 987,291 906,545 Capital outlays 3,083,810 460,029 213,546 Unreserved retained earnings (3,018,105) (1.206.465) (601.561) Total costs funded by operating revenues S 4.182,891 S 3333.466 S 3,768,530

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22 PARKING AUTHORITY OF CITY OF TRENTON

(A Component Unit of the City of Trenton, New Jersey)

ROSTER OF OFFICIALS

AUTHORITY COMMISSIONERS POSITION William Watson Chairman Andrew Worek Treasurer Hany Reyes Commissioner Melody P. Freeman Commissioner Peter Page Commissioner Anne LaBate Commissioner Duncan Harrison Commissioner OTHER OFFICIAL Walter Smith Managing Consultant

23 APPENDIX B

CERTAIN INFORMATION REGARDING THE CITY OF TRENTON

[ THIS PAGE INTENTIONALLY LEFT BLANK ]

THE CITY OF TRENTON GENERAL INFORMATION General Description

The City was first settled in 1680 and incorporated as a City in 1792. It is located in the west-central portion of the State of New Jersey on the Delaware River and is the Capitol City of the State.

Governmental Structure

The form of government in the City is the Mayor-Council Plan C of the Optional Municipal Charter Law of 1950, N.J.S.A. 40:69A-55 et seq. (Laws of New Jersey 1950, Chapter 210).

The City Council consists of seven members, three of whom are elected at large and four of whom are elected by wards. Members of the City Council are elected for a term of four years at a regular municipal election. The legislative power of the City is exercised by the City Council, except as otherwise provided by general law. The Mayor is elected by the voters of the City at a regular municipal election and serves for a term of four years. The Mayor is the chief executive and administrative officer of the City.

The City is the subject of multiple, ongoing investigations by the United States Attorney’s office for activities relating to the City’s administration. In September, 2012, the Mayor was indicted on federal corruption charges. He remains in office and is defending those charges. The outcome of those charges are expected to have no material adverse impact on the financial or operational condition of the City. The Mayor continues to serve in office and no further information is available at this time. Please see the “LITIGATION” section of the body of the official statement.

Governmental Services

The City provides standard municipal services through specified departments and funded by general revenues including: police and fire protection; construction and maintenance of streets and bridges; trash collection and disposal; recreation programs and facilities; supervision of health programs; acquisition and maintenance of City real and personal property; maintenance of building codes and regulation of licenses and permits; maintenance of records; collection of taxes and revenues; purchase of supplies and equipment; and maintenance of a Judicial system.

In addition, the City provides, through the Department of Public Works and funded by user charges, a sewage collection and treatment system and a water supply and distribution system. The Sewer Utility services the City and, as such, the City is empowered to adjust user rates to support annual appropriations for operating and maintaining the system and to pay required annual debt service incurred for capital expenditures on the system. The Water Utility services the City as well as the Townships of Ewing, Lawrence, Hopewell, and Hamilton (collectively, the "Townships"). The City changed to the an equal water rate system in 2006 and is no longer required to apply to the New Jersey Board of Regulatory Commissioners for rate changes. Rate increases are now adopted by ordinance of the Trenton City Council.

Education

The Trenton School District, at an election held on November 6, 1984, was changed (effective February 1, 1985) from a Type II School District to a Type I School District. The District has twenty elementary schools, one junior high school and two senior high schools. The estimated total enrollment for the 2007-2008 school year is 13,599. In addition, seventeen private primary schools located in the City and two private high schools located in bordering communities serve the City. Higher educational

opportunities are available at The College of New Jersey, Rider College, Mercer County Community College, Thomas Edison College and Princeton University, located in Mercer County. .

The Board of Education consists of nine members appointed by the Mayor. All members serve until the appointment and qualification of their successors. Meetings are twice a month. Additional special meetings are frequently scheduled – and the time required for review and preparation is significant. The Board of Education has full power to operate the local public schools as it deems fit in compliance with State and Federal mandates and pertinent laws of the municipality. The Board of Education’s required functions are the development of policy and the employment of the Chief School Administrator who shall carry out its policies through the development and implementation of regulations.

The School District receives a significant amount of State Aid for operating purposes, debt service and capital outlay paid primarily pursuant to the Comprehensive Educational Improvement & Financing Act of 1996 (P.L. 1996, c. 138.). Funding for certain capital programs are continued under the Educational Facilities Construction and Financing Act (P.L. 2000, c.72). Consequently, a significant portion of the debt service listed in this report will be funded with State Aid.

Economic Development

Downtown Trenton

The $75 million renovation of the Trenton Train Station was completed in 2008. The vision for the Trenton Train Station is one of a bustling inter-modal transportation hub, combining train, bus, trolley and taxi service, which will also host a variety of commercial enterprises. The redesigned station provides a strong visual presence, a grand entranceway and a grand central space that reflects the great history of the City of Trenton and be a fitting gateway to a resurgent city.

The Trenton Train Station renovation, in combination with state incentives around transit hubs, has resulted in new developer interest in the Train Station Area. The City has engaged the firm of Basile Baumann Prost Cole & Associates, Inc. (“BPPC”) to conduct an Economic Feasibility Study for redevelopment in the Train Station Area. The City also established a Citizens Advisory Committee to help guide the development process.

In January 2008, the completed $45 million renovation of the Broad Street Bank Building opened for tenants. Trenton’s first skyscraper, a listed landmark building, now hosts 15,000 square feet of retail space and 124 rental units. Located in downtown Trenton, this apartment complex is within walking distance of the newly renovated Trenton Train Station.

The $2.25 million American Corners Project by the Woodrose firm, converting the historic Golden Swan Tavern on Warren Street to mixed use, including loft apartments with wireless connectivity and office and retail space, was completed in 2007. Across the street from this project, Woodrose is constructing a three-story office building with retail on the first floor. It was completed in 2010.

The Roebling Mansion, a legacy of Trenton’s mighty industrial family, was renovated and reopened as the West State Street headquarters of the New Jersey League of Municipalities in 2007.

Clarke Caton Hintz is restoring the upper floors of the Masonic Temple to be used as office space. They relocated their Ewing operation into this downtown Trenton location in early 2009.

In 2007, the Tourist information center located across the street from the Old Barracks Museum and the Trenton War Memorial was reopened by the Trenton Downtown Association.

The Commonwealth Building on East State Street, across the street from the Broad Street Bank Building is being converted by Barcar Realty LLC into mixed-use ground level retail and 20 upper residential units.

The non-profit Lafayette Yard Community Development Corporation (the "Corporation") was created in spring 2000 to finance, together with other funds, the construction of a 200-room hotel and conference center with 40,000 square feet of meeting space on Lafayette Street, adjacent to the newly restored War Memorial Auditorium in the downtown of the City. The Corporation’s bonds issued to finance the Center were guaranteed by the City. The hotel conference center, which opened for business on April 2, 2002, is owned by the Corporation. The Corporation has recently changed the hotel management and operation to Waterford Hotel Group. In April 2006, the City had to contribute approximately $770,000 to make up a required withdrawal from the Debt Service Reserve Fund. In April, 2009, the City contributed $1,391,968.76 and a similar amount in fiscal years 2010 and 2011. The Hotel has continued to incur operating losses, and for each of the past three years, the City has had to make an appropriation, pursuant to the Management Agreement, to cover those losses. The Corporation and the City continue to explore all options related to the hotel’s future management and operations. See "THE LAFAYETTE YARD COMMUNITY DEVELOPMENT CORPORATION", herein.

The Parking Authority of the City of Trenton (the "Parking Authority") has issued $21 million of bonds to finance, among other things, the construction of a garage to serve the hotel and conference center described in the preceding paragraph (see "THE PARKING AUTHORITY OF THE CITY OF TRENTON", herein). It also owns and operating other parking facilities. All bonds issued by the Parking Authority are guaranteed by the City.

In connection with this development, the City is working with the Trenton Downtown Association (the organization that administers the downtown Special Improvement District) and the Capitol City Redevelopment Corporation (an agency of the State) to restore downtown commercial buildings for mixed use residential and commercial development and to diversify the retail mix in the area.

In 2009, the City completed its $400,000 downtown master plan which sets forth an ambitious redevelopment strategy and calls for the conversion of many downtown State parking lots into mixed use development. Legislation was passed in December 2009 which will enable CCRC to work with the City of Trenton to implement this plan.

Roebling Complex and Arena District

With substantial financial assistance from the State and the City, the Roebling Market project opened in the spring of 1996. This complex provides 110,000 square feet of retail space (including a new full- size supermarket recently reoccupied in July 2008), 30,000 square feet of flex space, and the 66,000 square foot new headquarters of the New Jersey Housing and Mortgage Finance Agency. The complex contains 700 parking spaces in three separate parking areas.

The $50 million, 10,000 seat Sun Bank Center (formerly the Sovereign Bank Arena), initiated by Mercer County, is home to the Trenton Titans, a professional sports franchise from the East Coast Hockey League. It also hosts a variety of other sporting, entertainment, family and civic events. The arena opened in the fall of 1999. The arena employs 325 part-time and 23 full-time workers. More than 2,000 parking spaces are provided within easy walking distance of the arena. Mercer County has established an Arena Improvement District with an oversight board comprised of community representatives, business owners and government officials.

Route 29 Project

The vision behind the Route 29 Project is to realign Route 29 inland from the Delaware River and develop the State-owned surface parking lots in order to create a waterfront center in Trenton. The plan includes the creation of boulevards and park space along the beautiful river in addition to the development of mixed-use commercial and residential buildings. Currently, the city is working with CCRC to secure funding for this $150 million project.

Assunpink Creek Greenway

Restoration for the Assunpink Creek area continues with plans for a 99-acre urban park and greenway that will include several baseball and soccer fields, playgrounds, picnic areas, tennis and basketball courts, and an 18-hole chip and putt golf course.

New YMCA Facility

A new YMCA facility is being planned for the former APEX site across from the Mercer County Administration Building and very close to the NJ Transit River Line’s Light Rail stop at Hamilton Avenue.

Housing

The Division of Housing Production is the arm of the Department of Housing and Economic Development with direct responsibility for furthering housing development. The Division is responsible for setting housing priorities, assembling and coordinating financial resources and providing technical support services to nonprofit and for-profit housing development entities. It acts as an advocate for affordable housing within and outside City government, using its resources to facilitate the approval process for affordable housing development in the public and private sectors.

The mission of the Division is to improve the city’s housing stock by fostering the construction and rehabilitation of housing, to address the full range of the community’s needs and to ensure that new housing in the city revitalizes and stabilizes the city’s neighborhoods. Housing Production also administers the city’s HOME Program Funds, American Dream Down payment Initiative Funds, Regional Contribution Agreement Funds, Homeownership Zone Program Funds, Homeowner Grant and Loan Program, Rehabilitation Program, and Façade Improvement Programs.

Homeownership Zone The Homeownership Zone Initiative (HOZ) is a HUD demonstration program that was launched in 1996 as part of a strategy to expand ownership and a stakeholder presence in a depressed part of the city. HUD provided $3.875M in funding that has leveraged over $40M in critical investment helping to transform the blighted Canal Banks neighborhood into a vibrant community by creating entire new neighborhoods of mixed-income single-family homes. The City of Trenton’s Canal Banks Homeownership Zone refers to the area located almost precisely in the geographic center of Trenton, NJ casing the downtown area, between Prospect Street, North Montgomery and Pennington Avenue, US Route One and Route 29. This 212-acre irregularly shaped area only a block from the New Jersey State House has a rich historic heritage reflecting its status as a vibrant nucleus of a once thriving historic and industrial city. This neighborhood has been transformed through the development of eight housing developments and an ongoing community building process that included community outreach and organizing through community-based nonprofit groups and churches. The eight major housing projects, seven of which are complete have created 307 units. They comprise 209 newly constructed units and 98 rehabilitated units. Thus far, 185 new units have been constructed and 70 units have been substantially rehabilitated. 4

Catherine S. Graham

Construction of 42 new homeownership units at the remediated Magic Marker industrial site in the Canal Banks Homeownership Zone began in 2008 by Tara Development and Monmouth Management at Trenton, LLC. The project was completed in 2010.

Trenton Ferry-Cracker Factory

HHG completed the conversion of the old cracker factory into 29 mixed-income units for homeownership near the Sun Bank Arena in the Trenton Ferry Neighborhood. They are proceeding with the second phase of their development strategy in this neighborhood to rehabilitate additional vacant city properties into homeownership units.

Cooper Crossings

At the site of the vacant Kearny Homes public housing project, Westrum Development and Ryan Homes have erected three-story market rate condos. The project was completed in 2010.

The Villages at Delaware Run

K. Hovnanian completed construction of the Villages at Delaware Run in 2011.

Canal Plaza

At the site of the remediated Borden Diary Site in the Canal Banks Homeownership Zone, Tara Developers has constructed a mixed-income spin-off project with sale prices ranging from $110,000- $220,000 in the downtown. The project is complete but not all of the homes have been sold.

East State Street Homes

This project is the city’s most important redevelopment effort in the Wilbur section of Trenton. Twenty (20) residential structures will be built on the 900 block of East State Street, enabling low-income families, most with incomes below 50 percent of median, to own a quality home without substantial debt. Father Brian McCormick heads Better Community Housing of Trenton, Inc. and this project is part of their “100 homes for 100 Families Campaign”. Construction is underway and some homes have been completed.

Goat Hill Commons

The Ashley Group constructed 4 new units each with approximately 2300 Sq. ft. living space. The homes have garages, 2 full baths and 2 half baths. Construction is complete and sales prices range from $185,000 to $209,900.

Stuyvesant Avenue Restoration

The Legacy Group substantially rehabilitated 9 homes on the 400-800 block of Stuyvesant Avenue between Prospect Street and Parkside Avenue. The sales price range from $97,000 to $130,000.

Leewood Renaissance Homes and Renaissance North

The Leewood Real Estate Group has completed and sold 34 units in the New Rose, Fountain and Humboldt Street neighborhoods. The project included 18 two family houses on New Rose and Fountain Avenue.

Construction of 42 new home-ownership residential units at the long-maligned Magic Marker industrial site began in late 2008 by Tara Development and Monmouth Management at Trenton, LLC and is named after Catherine S. Graham.

HHG is working on the conversion of the old cracker factory into 29 mixed-income units for homeownership near the Sun Bank Center in the Trenton Ferry Neighborhood.

K. Hovnanian is moving ahead with the planned development at the old Champale site into 84 mixed income townhomes. The project, Villages at Delaware Run, was the only NJ project the developer will build in New Jersey in 2009.

South Trenton Waterfront

Mercer County Waterfront Park baseball stadium opened in 1994 and has been a huge success and has established the viability of the South Trenton waterfront area as a key destination. The stadium, created through the leadership of the County, is the home of the AA Trenton Thunder, which is an affiliate of the New York Yankees. The Thunder has regularly drawn sold out crowds since its opening. The Thunder has recently signed a new lease with the Mercer County Improvement Authority for the next 20 years.

The City has worked with Mercer County on a comprehensive master plan for the development of the waterfront district. Key waterfront development elements that have been completed are discussed in the following paragraphs.

Riverview Plaza is a modern office complex adjacent to Waterfront Park and Katmandu Restaurant and Nightclub. The Plaza is home to five privately-owned businesses and two state office buildings.

Katmandu Restaurant and Nightclub is the adaptive reuse of an historic riverfront industrial building as a major restaurant, nightclub, and entertainment destination. It opened in 1997 and features outdoor dining, live music, and dancing.

The Route 29 tunnel facilitates access to the Delaware River waterfront for recreation and relaxation. The tunnel was opened on March 2, 2002 and construction of a park on top of the tunnel was completed in 2004.

The City has initiated design of a Riverwalk, which will provide attractive pedestrian and bicycle access from the South Trenton waterfront upriver to downtown Trenton. The Riverwalk may eventually become part of a continuous walkway along the span of the Delaware River, currently under consideration by the National Park Service. Neighborhood Commercial Development

The City and the Eagle Group, a local developer, have completed the rehabilitation of Lalor Plaza, a once-dilapidated shopping center in South Trenton. More than $2 million has been invested and 70 jobs created in this 45,000 square foot shopping center.

The City completed its work with Community Concepts, Inc. to develop a supermarket and retail center on Pennington Avenue that opened for business in 2003.

US Route 1 Commerce Center

The City constructed a new 46,000 square foot manufacturing building and leased it to Central Aluminum an aluminum fabricator which brought 50 jobs into the City. The Urban Enterprise Zone Assistance Fund contributed $800,000 to this project to make the building competitive with available market alternatives.

The City assisted a developer in the acquisition and rehabilitation of a building on Mulberry Street which was then leased to Hutchinson Industries, allowing them to expand their operations in the City and bring 50+ new jobs.

In 1995, the City acquired the 11-acre Crane site on North Clinton Avenue. The City designated a private developer and set aside $200,000 for site cleanup and preparation. Eight thriving businesses are now located on the Crane site, employing approximately 200 persons.

The Hill Complex

In the fall of 1995, CV Hill Refrigeration (then the largest manufacturing firm in the City) left Trenton to relocate to rural Virginia. At the end of 1996, the City agreed to accept the facility from its owners. The facility contains over 800,000 square feet of buildings on 23 acres. The City recruited a total of eight manufacturing and distribution firms to the site.

Using a combination of public and private funds, the City and its private partners have converted the front building of the facility into 37 affordable residential rental units. The balance of the property has been developed into a modern industrial park with 8 new businesses. More than 136 people are employed at the site.

The City uses many different resources and governmental organizations to facilitate economic development, including:

 Urban Enterprise Zone (3% sales tax)  Tax Incentives (Fox-Lance)  Small Business Assistance Programs  Loans through the Trenton Business Assistance Corporation  Technical assistance through the Trenton Business and Technology Center  Facade grants through the Trenton Downtown Association  Artists housing and Live-Work Space through the Trenton Arts Connection  Community Development Block Grants  Technical Assistance for Housing Developer  Property Improvement Grants and Loan Subsidies for low income homeowners  Job Training

City of Trenton Elected Officials

Title Name Mayor ...... Tony F. Mack Council President (At-Large) ...... Phyllis Holly-Ward Council Vice-President (North Ward) ...... Marge Caldwell-Wilson 7

Councilman (At-Large) ...... Alex Bethea Councilwoman (West Ward) ...... Zachary Chester Councilwoman (At-Large) ...... Kathy McBride Councilman (South Ward) ...... George Muschal Councilwoman (East Ward) ...... Verlina Reynolds-Jackson

The terms of the Mayor and the members of the City Council expire on June 30, 2014.

The principal administrators of the City, all of whose terms coincide with that of the Mayor, are as follows:

City Clerk ...... Leona Baylor Law ...... Walter Denson, Acting Director Finance ...... Janet Schoenhaar, Comptroller Fire ...... Qareeb Bashir, Director Police ...... Joseph S. Juniak, Director Inspections ...... Cleveland Thompson, Director Housing and Development ...... JR Capasso, Acting Director Administration ...... Sam Hutchinson, Business Administrator Public Works ...... Luis Mollinedo, Director Health and Human Services ...... James Brownlee, Director Municipal Courts ...... Harold W. George, Chief Judge

Additional Governmental Bodies of the City of Trenton

In addition to the above-mentioned major departments of the City, the General Ordinances provide for the establishment of the following boards, authorities or commissions, each of which functions in a specialized area of responsibility:

Zoning Board of Adjustment Planning Board Parking Authority Housing Authority Trenton Commons Commission Museum Commission Memorial Building Commission Trent House Commission Public Employees' Award Committee Citizens Advisory Committee Board of Construction Appeals on Parks and Recreation Landmarks Commission Arts Commission

POPULATION

City of County of State of Year Trenton Mercer New Jersey 1950 128,009 229,781 4,835,319 1960 114,167 266,392 6,067,412 1970 104,786 304,116 7,168,164 1980 92,124 307,863 7,364,158 1990 88,675 325,824 7,750,000 2000 85,403 350,761 8,614,350 2010 84,913 366,513 8,791,894

Source: U.S. Census

TEN LARGEST EMPLOYERS

Number of Employer Employees State of New Jersey 22,500 Capital Health Systems 2,500 (formerly Helene Fuld and Mercer Medical Centers) Trenton School System 2,400 County of Mercer 1,627 City of Trenton 1,500 Saint Francis Medical Center 1,045 The Hibbert Company 480 Hutchinson Industries 350 Mercer Unit ARC 221 Water's Edge Convalescent Center 219

TEN LARGEST TAXPAYERS

Assessed 2011 Valuation Tax Levy The Richard Hughes Justice Complex ...... 8,617,228 New Jersey Economic Development Authority ...... 6,553,119 33-50 State Street LLC ...... $25,250,700 1,423,129 Robert & Richards (Office Building) ...... 19,884,200 1,120,674 ISTAR 200-300 Riverview ...... 19,011,300 1,071,477 ENDOV Associates ...... 18,420,200 1,038,162 33-50 State Street LLC ...... 16,715,300 942,074 ISTAR 100 Riverview ...... 14,301,000 832,300 Trois Holdings LLC ...... 14,362,800 809,487 Verizon ...... 12,439,035 701,067

The City receives annual payments in lieu of taxes from the State of New Jersey on State-owned buildings. Such property is not included in the assessed or true valuations of the City.

CITY OF TRENTON GENERAL DEBT

Statutory Debt as of June 30, 2012

Gross Deductions Net

Bonds & Notes Issued-School ...... $35,905,000 Authorized but not Issued ...... 2,300,000 Less Applicable Deductions ...... 38,205,000 Net Debt for School ...... -0-

Bonds & Notes Issued Self-Liquidating ...... 142,725,443 Authorized but not Issued ...... 35,042,504 Less Applicable Deductions ...... 177,767,947 Net Debt Self-Liquidating...... -0-

Bonds & Notes Issued-General ...... 152,068,373 Authorized but not Issued ...... 23,891,905 Bonds Guaranteed by City ...... 49,421,732 Less Applicable Deductions ...... 67,653,105 Net Debt General Purposes ...... 157,728.905 ______

TOTAL GROSS DEBT ...... $441,354,957 TOTAL STATUTORY DEDUCTIONS . $283,626,051 TOTAL NET DEBT ...... $157,728,905

Deduction column is utilized to reflect deductions permitted under New Jersey Statutes in determining the portion of school debt and self-liquidating debt that is chargeable to the statutory borrowing capacity of the City and is not intended to reflect that the school district or the utility is not responsible for the payment of the gross debt shown above. Also deducted is the principal outstanding on the City’s 2003 Early Retirement Initiative Refunding Bonds.

EQUALIZED VALUATION OF REAL PROPERTY PLUS ASSESSED VALUATION OF CLASS II RAILROADS

Year Amount

2001...... 1,826,842,289 2002...... 1,842,296,031 2003...... 1,928,505,200 2004...... 1,987,910,799 2005...... 2,310,363,033 2006...... 2,838,446,129 2007...... 3,132,845,743 2008...... 3,186,444,787 2009...... 2,963,317,318 2010...... 3,000,557,732

Equalized Valuation Basis ...... $3,050,106,612 Net Debt (June 30, 2011) ...... $ 165,512,905 % Net Debt of Equalized Valuation Basis ...... 5.43%

GENERAL (TAX SUPPORTED) DEBT ANALYSIS DEBT SERVICE ON BONDS PRESENTLY OUTSTANDING as of March 25, 2013 (after issuance of Bonds)

Fiscal Year Principal Interest Total 2013 $ 9,588,549 $6,486,966 $16,075,515 2014 10,041,579 5,956,576 15,998,155 2015 10,255,766 5,832,789 16,088,555 2016 10,338,904 5,559,632 15,898,536 2017 10,608,618 5,249,607 15,858,225 2018 10,924,903 4,915,570 15,849,473 2019 11,254,616 4,544,464 15,799,080 2020 11,684,329 4,159,187 15,843,516 2021 12.214,043 3,752,848 15,966,891 2022 13,032,066 3,023,540 16,055,606 2023 12,620,000 1,509,886 14,129,886 2024 13,360,000 927,876 14,287,876 2025 10,110,000 395,376 10,505,376 2026 1,700,000 132,000 1,832,000 2027 1,790,000 44,750 1,834,750

Includes debt service on 2003 Pension Refunding Bonds, the outstanding balance of which is not includable in the City’s net debt

BOND ANTICIPATION NOTES (General) as of September 30, 2012

Maturity Amount June 15, 2013 $2,605,000 (1)

(1) This amount represents the General Improvement portion of a $5,607,000 Bond Anticipation Note, with the balance consisting of $2,752,000 Water Utility and $250,000 Sewer Utility

WATER UTILITY

The Water Utility services the City, as well as the Townships of Ewing, Lawrence, Hopewell, and Hamilton. Approximately 38% of water utility revenues are derived from City users and 62% from users in the four Townships. The service area population exceeds 200,000. Increased water rates went into effect October 15, 1998 (July 1, 1999 for public fire protection rates for Ewing, Hamilton, Hopewell, and Lawrence). Rates were increased by approximately 37%; this was the first rate increase since 1991.

The typical quarterly charge for City of Trenton residential users is $125.00 (as of October 1, 2008). The charge consists of a $46.24 demand (minimum) charge and a consumption charge calculated at $2.116 per 100 cubic feet. See “Budget Outlook – Fiscal Year 2009” on Page 9 of the Official Statement for discussion of sale of the Outside Water Utility System.

WATER UTILITY DEBT SERVICE ON BONDS PRESENTLY OUTSTANDING as of March 25, 2013 (after issuance of Bonds)

Fiscal Year Principal Interest Total 2013 $4,331,656 $2,075,953 $6,407,609 2014 4,572,179 1,796,849 6,369,028 2015 2,504,460 1,701,592 4,205,652 2016 2,594,345 1,623,682 4,218,027 2017 2,649,027 1,537,939 4,186,966 2018 2,683,104 1,447,664 4,130,768 2019 2,709,857 1,347,976 4,057,833 2020 1,880,000 1,250,151 3,130,151 2021 1,880,000 1,170,176 3,050,176 2022 1,880,000 1,099,226 2,979,226 2023 1,870,000 1,014,201 2,884,201 2024 1,870,000 945,126 2,815,126 2025 1,870,000 878,026 2,748,026 2026 1,865,000 813,451 2,678,451 2027 1,865,000 746,926 2,611,926 2028 1,860,000 678,520 2,538,520 2029 1,845,000 611,204 2,456,204 2030 1,840,000 541,401 2,381,401 2031 1,645,000 474,354 2,119,354 2032 1,640,000 411,326 2,051,326 2033 1,520,000 348,144 1,868,144 2034 1,515,000 286,676 1,801,676 2035 1,510,000 224,938 1,734,938 2036 1,190,000 168,888 1,358,888 2037 1,190,000 118,438 1,308,438 2038 380,000 66,500 446,500 2039 380,000 47,500 427,500 2040 380,000 28,500 408,500 2041 380,000 9,500 389,500

BOND ANTICIPATION NOTES (Water Utility) as of September 30, 2012

Maturity Amount June 15, 2013 $2,752,000 (1)

(1) This amount represents the Water Utility portion of a $5,607,000 Bond Anticipation Note, with the balance consisting of $2,605,000 General Improvement and $250,000 Sewer Utility.

SEWER UTILITY

In 1985, the City completed a $43,000,000 improvement program to its sewerage collection and treatment system ($24,000,000 of which represented the treatment plant). The City is 100% sewered with a treatment capacity of 20 mgd, of which 17 mgd is presently utilized. All current United States Environmental Protection Agency standards are being satisfied.

The average residential quarterly user charge is $81.72 which is based on water consumption calculated at $2.27 per 100 cubic feet. The current rate structure has been in place since September 1991.

SEWER UTILITY DEBT SERVICE ON BONDS PRESENTLY OUTSTANDING as of March 25, 2013 (after issuance of Bonds)

Fiscal Year Principal Interest Total 2013 $335,000 $328,538 $663,538 2014 345,000 296,914 641,914 2015 305,000 291,929 596,929 2016 315,000 279,581 594,581 2017 320,000 266,801 586,801 2018 320,000 253,156 573,156 2019 330,000 239,194 569,194 2020 335,000 224,769 559,769 2021 335,000 209,919 544,919 2022 335,000 195,744 530,744 2023 340,000 179,656 519,656 2024 340,000 165,256 505,256 2025 335,000 148,932 483,932 2026 330,000 134,206 464,206 2027 330,000 119,556 449,556 2028 330,000 105,170 435,170 2029 325,000 91,110 416,110 2030 325,000 77,035 402,035 2031 220,000 65,175 285,175 2032 275,000 54,156 329,156 2033 275,000 41,685 316,685 2034 275,000 29,138 304,138 2035 125,000 20,263 145,263 2036 60,000 16,275 76.275 2037 60,000 13,425 73,425 2038 60,000 10,500 70,500 2039 60,000 7.500 67,500 2040 60,000 4,500 64,500 2041 60,000 1,500 61,500

BOND ANTICIPATION NOTES (Sewer Utility) as of September 30, 2012

Maturity Amount June 15, 2013 $250,000 (1)

(1) This amount represents the Sewer Utility portion of a $5,607,000 Bond Anticipation Note, with the balance consisting of $2,752,000 General Improvement and $2,605,000 Water Utilit.

PARKING UTILITY

In 1973, the City established a Parking Utility for the purpose of owning and operating a parking garage and nine parking lots.

PARKING UTILITY DEBT SERVICE ON BONDS PRESENTLY OUTSTANDING as of March 25, 2013 (after issuance of Bonds)

Fiscal Year Principal Interest Total 2013 $105,000 $8,188 $113,188 2014 105,000 5,019 110,019 2015 5,000 3,275 8,275 2016 5,000 3,025 8,025 2017 5,000 2,775 7,775 2018 5,000 2,525 7,525 2019 5,000 2,275 7,275 2020 5,000 2,025 7,025 2021 5,000 1,775 6,775 2022 10,000 1,450 11,450 2023 10,000 1,050 11,050 2024 10,000 638 10,638 2025 10,000 213 10,213

SCHOOL (TAX SUPPORTED) DEBT ANALYSIS DEBT SERVICE ON BONDS PRESENTLY OUTSTANDING as of March 25, 2013 (after issuance of Bonds)

Fiscal Year Principal Interest Total 2013 4,500,000 1,453,260 5,953,260 2014 4,615,000 1,239,330 5,854,330 2015 3,665,000 1,105,655 4,770,655 2016 3,710,000 958,500 4,668,500 2017 3,785,000 801,815 4,586,815 2018 1,840,000 671,135 2,511,135 2019 1,935,000 576,365 2,511,365 2020 2,030,000 476,635 2,506,635 2021 2,130,000 370,075 2,500,075 2022 825,000 255,165 1,080,165 2023 390,000 214,125 604,125 2024 390,000 198,525 588,525 2025 390,000 182,438 572,438 2026 390,000 165,863 555,863 2027 390,000 149,288 539,288 2028 300,000 134,250 434,250 2029 300,000 120,750 420,750 2030 300,000 107,250 407,250 2031 300,000 93,750 393,750 2032 300,000 80,063 380.063 2033 300,000 66,188 366,188 2034 300,000 52,125 352,125 2035 300,000 37,500 337,500 2036 300,000 22,500 322,500 2037 300,000 7,500 307,500 includes debt service on 2003 School Pension Refunding Bonds, the outstanding balance of which is not includable in the City’s net debt; the School District reimburses the City in full for the debt service on the School Pension Refunding Bonds pursuant to an interlocal agreement between the City and the School District

TEMPORARY SCHOOL NOTES as of September 30, 2012

Maturity Amount June 15, 2013 $1,875,000

NOTE 1. The School District receives a significant amount of State Aid for operating purposes, debt service and capital outlay paid primarily pursuant to the Comprehensive Educational Improvement & Financing Act of 1996 (P.L. 1996, c. 138. Funding for certain capital programs are continued under the Educational Facilities Construction and Financing Act (P.L. 2000, c.72). Consequently, a significant portion of the debt service listed above will be funded with State Aid. See Summary of the Elementary and Secondary Education System in the State of New Jersey herein.

CITY OF TRENTON - STATEMENT OF CURRENT FUND OPERATIONS

Year Ending June 30, 2011

CURRENT REVENUE ON A CASH BASIS: Current Taxes ...... $105,571,969 Delinquent Taxes ...... 423,176 Other Revenue and Additions to Income ...... 138,220,560

Total Funds ...... $244,215,705

EXPENDITURES AND TAX REQUIREMENTS: Municipal Appropriations ...... $203,541,418 School Taxes ...... 21,115,662 County Taxes ...... 15,392,664 Special District Taxes ...... 482,572 Other Expenditures and Deductions ...... 2,865,474

Total ...... $243,397,790

Excess in Revenue ...... $ 817,915

Surplus Balance July lst ...... $5,090,022

Subtotal ...... $5,907,937 Less: Fund Balanced Utilized as Revenue ...... 0

Surplus Balance June 30th ...... $5,907,937

Fiscal Year 2012 Results

The City’s (unaudited) fiscal year 2011 results show an excess in operations of $8,024,548. A substantial portion of this excess (approximately $5.8 million) was the return of prior years’ interfunds. There were also substantial cancellations of unexpended balances in reserves ($2.2 million).

The Current Fund balance (unaudited) as of June 30, 2012 was $13,982,485.

CITY OF TRENTON - STATEMENT OF WATER UTILITY OPERATIONS

Year Ending June 30, 2011

Surplus Balance July lst ...... $6,304,722

REVENUES: Water Rents ...... $40,389,879 Fire Hydrant Service ...... 777,003 Miscellaneous ...... 209,502 Unexpended Balances ...... 1,827,063 Unallocated Receipts ...... 270 Total Funds…… .…………………………………………………………………….. $42,720,861

EXPENDITURES: Paid or Charged...... $30,378,626 Current Fund ...... 3,000,000 Reserved ...... 4,496,839 Refund of Prior Year’s Revenue ...... 12,367 Total ...... $37,887,832

Excess in Revenue ...... $4,833,029

Surplus Balance June 30th ...... $11,137,751

Fiscal Year 2012 Results

The Water Utility had an excess from operations (unaudited) of nearly $2.5 million in fiscal year 2012, net of a $3,000,000 appropriation to the City’s General Fund and after the use of approximately $1,875,000 of surplus as revenue. This excess was generated primarily through the cancellation of unexpended balances and a slight excess in anticipated revenues.

As a result, there is a surplus balance in the Water Utility Operating Fund of $13,565,366 (unaudited) as of June 30, 2012.

CITY OF TRENTON - STATEMENT OF SEWER UTILITY OPERATIONS

Year Ending June 30, 2011

Surplus Balance July 1st ...... $1,317,191

REVENUES: Operating Surplus Anticipated ...... $ 754,390 Sewer Rents ...... 12,720,150 Miscellaneous ...... 5,560 Unexpended Balance ...... 562,383

Total Revenue ...... $14,042,483

EXPENDITURES: Paid or Charged...... 10,703,170 Current Fund ...... 600,000 Reserved ...... 1,293,025 Refund of Prior Year's Revenue ...... 764

Total ...... 12,596,959

Excess in Revenue ...... 1,445,524

Subtotal ...... 2,762,714 Less: Fund Balance Utilized as Revenue ...... 754,390

Surplus Balance June 30th ...... $2,008,324

Fiscal Year 2012 Results

The Sewer Utility had an excess from operations (unaudited) of approximately $1,775,000 in fiscal year 2011 without the use of any surplus as anticipated revenue. The excess was generated primarily from an excess in revenue versus budget (more than $1.1 million), as well as the cancellation of approximately $625,000 in prior years’ unexpended balances

As a result, there is a surplus balance in the Sewer Utility Operating Fund of $3,785,000 (unaudited) as of June 30, 2012.

CITY OF TRENTON - STATEMENT OF PARKING UTILITY OPERATIONS

Year Ending June 30, 2010

Surplus Balance July 1st ...... $220,690

REVENUES: Operating Surplus Anticipated ...... 51,728 Parking Fees and Charges ...... 74,515 Lease Agreements ...... 1,484,577 Miscellaneous ...... 1,288 Unexpended Balances and Other Credits to Income ...... 75,900

Total Funds ...... $1,688,007

EXPENDITURES: Paid or Charged...... 1,584,987 Current Fund ...... -0- Total ...... 1,584,987

Excess in Revenue ...... 103,020

Subtotal ...... $323,710

Less: Fund Balance Utilized ...... 51,728

Surplus Balance June 30th ...... $271,982

Fiscal Year 2012 Results

The Parking Utility’s fiscal year 2012 budget included an appropriation to the City’s General Fund of $500,000. The Utility had an excess from operations (unaudited) of $745,769 in fiscal year 2012; this figure included approximately $142,000 in prior year surplus anticipated as revenue. The surplus was generated almost entirely through the cancellation of prior years’ appropriations reserves.

As a result, there is a surplus balance in the Sewer Utility Operating Fund of $875,805 (unaudited) as of June 30, 2012.

FISCAL YEAR 2013 BUDGET

General Fund

On September 25, 2012, the City Council introduced the fiscal year 2013 budget.

Total expenditures (excluding grants) in the introduced budget are $182.7 million, which represents an increase of slightly less than $1 million versus fiscal year 2012. Pension and health benefits expenses increase by approximately $2 million compared with the prior year and debt service will increase by approximately $1.75 million.

The most significant reductions are in overtime in the Fire Department (reduction of $1.5 million) and in Unemployment ($2.1 million). Total increases in salary line items are less than $650,000.

On the revenue side, the municipal tax levy in the introduced budget is $4 million, which represents an increase in the tax rate of approximately 5.15%. Other local revenues are assumed to be approximately equal to fiscal year 2012 levels. The budget assumes $18.7 million in Transitional Aid (a reduction of $3.3 million from fiscal year 2012) and no changes in other State aid categories.

The City is not anticipating the use of any of its Current Fund balance as revenue in the fiscal year 2013 (introduced) budget. The City again includes appropriations from its utilities at levels comparable to those of fiscal year 2012. Other miscellaneous revenues are assumed approximately at the levels actually realized in fy 2012.

Utilities

The budget for each utility projects the utility to be self-liquidating in fiscal year 2012.

PARKING AUTHORITY OF THE CITY OF TRENTON

The Parking Authority of the City of Trenton (the “Parking Authority”) was created in 1948 and currently owns and operates two parking garages and two parking lots.

The Parking Authority issued $21,000,000 Parking Revenue Bonds (City Guaranteed, Series 2000), dated April 1, 2000 (the “Parking Authority Bonds”) and guaranteed by the City. Proceeds of this issue were used to: (a) construct a 650 space parking facility structure which will be connected to the hotel and conference center to be constructed by the Lafayette Yard Community Development Corporation, a not-for-profit entity; (b) pay any costs deemed appropriate by the Authority in connection with the aforementioned hotel and conference center; (c) acquire from the City facilities currently constituting part of the City's parking utility or other similar facilities; and (d) all costs and expenses related thereto (including capitalized interest and the funding of a bond reserve fund).

In October 2001, the Parking Authority issued $20,590,000 Parking Revenue Refunding Bonds (City Guaranteed, Series 2001), dated October 1, 2001 (the “Parking Authority Refunding Bonds”) and guaranteed by the City. The proceeds of the Parking Authority Refunding Bonds were used to advance refund certain callable maturities of the Parking Authority Bonds, producing annual debt service savings for the Authority (total net present value savings were approximately 3.20% of the refunded bonds).

In conjunction with the acquisition of facilities from the City parking utility, the Parking Authority took over responsibility for the payment of debt service on bonds related to the acquired facilities. Such debt service is still, ultimately, the responsibility of the City, but it is anticipated that such debt service will be paid from Parking Authority revenues. The debt service to be paid by the Authority represents approximately 80% of the amounts shown under "Parking Utility".

In December 2003, the Parking Authority issued $14,075,000 Parking Revenue Bonds (City Guaranteed, Series 2003) dated December 15, 2003 (the “2003 Parking Authority Bonds”) and guaranteed by the City. The proceeds of the 2003 Parking Authority Bonds were used to finance the acquisition of a parking lot located at Broad and Front Streets and to finance the construction of a parking garage on this site. . The construction of an adjacent office building (the “Liberty Commons Project”), to be owned by the Trenton Economic Development Corporation (the “EDC”), was underway and had been delayed.

The EDC has since worked out the financing and leasing of this office space, and a primary tenant (Wachovia Bank) has moved in. Wachovia is leasing 160 of the 560 spaces on a long-term basis; this necessitated the refunding of approximately 28.5% of the 2003 Parking Authority Bonds with taxable bonds. This office building will likely provide additional demand for monthly and daily parking in the garage. Other monthly and daily demand for the garage will come from individuals who previously parked on the surface lot upon which the garage and office building are being built, as well as other individuals and companies in close proximity in downtown Trenton.

THE LAFAYETTE YARD COMMUNITY DEVELOPMENT CORPORATION

On April 26, 2000, the Lafayette Yard Community Development Corporation (the "Corporation") (a not-for-profit entity) issued $31,000,000 of Hotel/Conference Center Project Revenue Bonds, Series 2000 (City of Trenton Guaranteed) (the "Hotel/Conference Center Bonds"), which bonds were guaranteed by the City.

The proceeds of the Hotel/Conference Center Bonds, together with other available funds, were used to finance: (a) the costs of the hotel and conference project, consisting of (i) the acquisition of a fee interest in land at the Lafayette Yard in the City, (ii) the construction thereon and equipping of a hotel and conference center with appropriate interconnections to both a parking facility (see (iii), below) and the State War Memorial Building, (iii) the structured parking facility to be constructed by the Corporation on behalf of the Parking Authority, and (iv) all related infrastructure and site improvements related thereto; (b) funding a deposit to the debt service reserve fund for the Hotel/Conference Center Bonds; (c) funding capitalized interest on the Hotel/Conference Center Bonds; (d) funding a deposit to the working capital reserve fund; and (e) funding costs of issuing the Hotel/Conference Center Bonds. A portion of the costs of the Project were provided by loans or other sources of funding from the Parking Authority, the State of New Jersey, the New Jersey Economic Development Authority and the Capital City Redevelopment Corporation. In addition, certain costs were funded by an Urban Enterprise Zone grant.

In September 2001, the Corporation issued its $33,770,000 Conference Center Revenue Bonds, Refunding Series 2001 (City of Trenton Guaranteed), dated August 15, 2001, also guaranteed by the City, the proceeds of which were used to advance refund all of the Hotel/Conference Center Bonds at a net present value debt service savings of $960,485, or 3.10% of the refunded bonds principal.

While gross revenues of the Hotel have been in line with the original projections, net revenues have lagged behind projections. In April 2006, the City had to contribute approximately $770,000 to make up a required withdrawal from the Debt Service Reserve Fund. In April, 2009, the City contributed $1,391,968.76 and a similar amount in fiscal years 2010 and 2011.

In 2007, the City pledged certain new PILOT payments from State-owned property as security on an issuance of bonds by the New Jersey Economic Development Authority. The proceeds were used to defease approximately 50% of the outstanding City Guaranteed Bonds.

In August 2008, management of the Hotel operations was transferred to the Waterford Group. This transfer was approved by the Marriott Corporation (the prior manager) and runs for a three-year period expiring in August 2011. The Hotel will continue to operate as a Marriott franchise for the term of this management contract.

The Hotel has continued to incur operating losses, and for each of the past three years, the City has had to make an appropriation, pursuant to the Management Agreement, to cover those losses. In Fiscal Year 2012, the Corporation refinanced its outstanding 2001 Refunding Bonds and realized debt service savings that reduced the required appropriation by approximately $500,000 in that year (without increase the debt service in any subsequent year). The Corporation and the City continue to explore all options related to the hotel’s future management and operations.

SUMMARY OF VALUATIONS

Total True Value Real and Of Real Equalization Real Personal Year Property Ratio Property Property 1999 1,933,911,154 101.70 1,850,753,167 1,877,981,392 2000 1,929,927,070 100.97 1,849,235,495 1,859,287,046 2001 1,926,410,648 100.56 1,832,881,905 1,851,534,441 2002 1,927,590,919 100.33 1,831,242,255 1,851,082,630 2003 1,975,931,334 99.40 1,863,707,423 1,883,665,278 2004 2,046,781,513 96.64 1,880,364,825 1,899,865,910 2005 2,110,712,200 94.59 1,900,273,595 1,918,990,947 2006 2,456,824,015 82.25 1,939,226,395 1,954,523,088 2007 2,962,790,672 68.32 1,950,196,475 1,963,785,641 2008 3,265,599,068 62.25 1,955,839,810 1,967,081,328 2009 3,342,189,250 61.38 1,971,198,680 1,983,865,463 2010 3,087,981,717 66.52 1,971,366,430 1,983,835,190 2011 3,095,628,125 65.70 1,967,856,520 1,980,295,615

Source: Mercer County Abstract of Ratables

ASSESSED VALUE CLASSIFICATION

2007 2008 2009 2010 2011 Vacant $ 18,350,710 $ 18,073,280 $ 19,115,080 __ 18,592,390 18,112,390 Residential 1,314,322,040 1,319,790,070 1,322,452,320 1,326,000,120 1,334,734,770 Commercial 530,827,025 530,895,060 537,866,880 532,937,420 525,411,960 Industrial 43,104,900 43,337,200 43,058,100 43,492,400 39,114,400 Apartments 43,591,800 43,744,200 48,706,300 50,344,100 50,483,000 Telephone 12,962,666 11,241,518 12,666,783 ______12,486,760 12,439.095

Total $1,963,159,141 $1,967,081,328 $1,983,865,463 $1,983,835,190 $1,980,295,615

TAX LEVY AND COLLECTIONS

Fiscal Tax Current Year Levy Collections Percentage 2001 70,451,512 62,416,733 88.60 2002 73,675,947 65,797,892 89.31 2003 76,287,775 68,787,053 90.17 2004 76,110,241 71,249,256 93.61 2005 78,766,364 74,224,870 94.23 2006 81,403,670 79,651,581 97.85 2007 81,056,387 79,593,674 98.19 2008 84,893,892 83,651,100 98.54 2009 93,024,092 91,373,171 98.23 2010 105,319,651 102,743,237 97.13 2011 108,732,789 104,573,496 96.17

TAX RATE ANALYSIS Tax Rate Per $100 Assessed Valuation

Fiscal Tax Rate Year Per $100 A.V. School County Municipal 1999 3.68 1.12 0.56 2.00 2000 3.76 1.14 0.56 2.06 2001 3.89 1.14 0.60 2.15 2002 3.97 1.14 0.63 2.20 2003 3.98 1.12 0.63 2.24 2004 4.02 1.11 0.61 2.30 2005 4.06 1.10 0.62 2.34 2006 4.10 1.08 0.64 2.38 2007 4.19 1.08 0.71 2.40 2008 4.38 1.07 0.78 2.53 2009 4.69 1.06 0.81 2.82 2010 5.48 1.07 0.79 3.63 2011* 5.64 1.07 0.78 3.74

*beginning in 2011, the municipal library levy was broken out from the municipal tax levy. The library levy for 2011 was 0.051.

EMPLOYEES

The City provides services through 1,200 employees. City employees are represented as follows: Police – 217 Police Benevolent Association, 30 Trenton Superior Officer's Association; Firefighters - 169 Firemen's Mutual Benevolent Association, 55 Trenton Fire Officer's Association; Municipal Employees - 618 American Federation of State, County and Municipal Employees and; 40 Supervisor's Union. The remaining employees are managerial and non-represented.

PENSION INFORMATION

Those municipal employees who are eligible for pensions are enrolled in the State of New Jersey pension system. Three pension systems were established by act of the State Legislature. Benefits, contributions, means of funding and the manner of administration are determined by statute.

The three State-administered pension funds are: the Consolidated Police and Firemen's Pension Fund (N.J.S.A. 43:16A), the Police and Firemen's Retirement System (N.J.S.A. 43:16A), and the Public Employees' Retirement System (N.J.S.A. 43:15A). The Division of Pensions within the Treasury Department of the State of New Jersey is the administrator of the funds. This Division charges governmental units their respective contributions on an annual basis. State law requires that these systems be subject to actuarial valuation every year and actuarial investigation every three years.

APPENDIX C

EXCERPTS FROM FINANCIAL STATEMENTS OF THE CITY OF TRENTON

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APPENDIX D

FORM OF THE GENERAL BOND RESOLUTION

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APPENDIX E

FORM OF THE GUARANTY AGREEMENT

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SUPPLEMENTAL GUARANTY AGREEMENT

By and Between

PARKING AUTHORITY OF THE CITY OF TRENTON

and

CITY OF TRENTON, IN THE COUNTY OF MERCER, NEW JERSEY

Dated as of [March 1], 2013

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THIS SUPPLEMENTAL AGREEMENT (hereinafter the "Guaranty Agreement") made and dated as of the [1st day of March, 2013] by and between the Parking Authority of the City of Trenton (hereinafter referred to as the "Authority"), a public body corporate and politic of the State of New Jersey, and the City of Trenton, in the County of Mercer (hereinafter referred to as the "City"), a municipal corporation of the State of New Jersey (capitalized terms used but not defined herein shall have the meanings assigned to them in the General Bond Resolution, as defined herein),

W I T N E S S E T H:

WHEREAS , the City of Trenton, in the County of Mercer, New Jersey (the "City") pursuant to the Parking Authority Law of the State of New Jersey, constituting Chapter 198 of the Public Laws of New Jersey of 1948, as amended and supplemented (N.J.S.A. 40:11A-1, et seq.)(the "Act") heretofore created a body corporate and politic known as the "Parking Authority of the City of Trenton" (the "Authority"); and

WHEREAS , adequate provision of properly located parking spaces for motor vehicles is a public responsibility; and

WHEREAS , in order to provide increased public parking at the Lafayette Yard site in the City and to coordinate parking for the proposed hotel/conference center redevelopment project at the Lafayette Yard site to be owned and operated by the Lafayette Yard Community Development Corporation, a non-profit corporation organized under the laws of the State of New Jersey, (the "Corporation"), the Authority determined to construct a 650-space structured parking facility on the Lafayette Yard site, provide for certain expenditures associated with the hotel/conference center and provide for structural improvements to other facilities of the Authority (the “2000 Project"); and

WHEREAS , in order to provide increased public parking at the Liberty Commons commercial development site within the City located on Front Street between Broad Street and Warren Street across from the Department of Community Affairs Building (the “Site”) and to coordinate parking for the proposed commercial development to be owned by the Economic Development Corporation of Trenton, Inc., a non-profit corporation organized under the laws of the State of New Jersey, (the "Trenton Corporation"), which has been designated by the City as the redeveloper of the Site pursuant to the Local Redevelopment and Housing Law (N.J.S.A. 40A:12A-1 et. seq.), the Authority has determined to acquire from the Trenton Corporation and finance the construction of an approximately 560-space structured parking facility on the Site, including access ramps, doors, bridges, structural and off-site improvements associated with the commercial development and surrounding structures the Liberty Commons Project (the “2003 Project”); and

WHEREAS , to alleviate the parking problems in the City, particularly around the 2000 Project and the 2003 Project, and pursuant to a resolution of the Authority duly adopted on June

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15, 1999 and entitled “Resolution Authorizing the Issuance of Parking Revenue Bonds of the Parking Authority of the City of Trenton in the County of Mercer, New Jersey” as amended and supplemented (the “General Bond Resolution”) to provide funds for the 2000 Project and the 2003 Project; and

WHEREAS , pursuant to Section 22(1)(e) of the Act, the City is authorized to unconditionally guaranty the punctual payment of the principal of and interest on any bonds of the Authority by ordinance duly adopted or by instruments or other action authorized by such ordinance;

I THE LAFAYETTE YARD SITE FINANCINGAND REFUNDING

WHEREAS , on July 1, 1999, pursuant to the Act, the City finally adopted a guaranty ordinance (the “1999 Guaranty Ordinance”) to guaranty the timely payment of the principal and interest on outstanding bonds of the Authority in an aggregate principal amount not exceeding $21,000,000 for the 2000 Project; and

WHEREAS , the Authority issued $21,000,000 aggregate principal amount of Parking Revenue Bonds (City Guaranteed, Series 2000), dated April 1, 2000 (hereinafter collectively referred to as the "2000 Bonds") to provide funds to pay part of the cost of the 2000 Project; and

WHEREAS , in order to provide for savings in debt service as a result of lower interest rates in the bond market, the Authority determined to refund a portion of the 2000 Bonds, specifically those maturing on or after April 1, 2011 by the issuance of additional bonds under the General Bond Resolution (the “2001 Refunding”); and

WHEREAS , on February 15, 2001, pursuant to the Act, the City finally adopted a guaranty ordinance (the “2001 Guaranty Ordinance”) to guaranty the timely payment of the principal and interest on an additional $2,200,000 bonds of the Authority, which along with the 1999 Guaranty Ordinance guaranteed an aggregate principal amount not exceeding $23,200,000 for outstanding bonds of the 2000 Project and the 2001 Refunding; and

WHEREAS , the Authority issued $20,590,000 aggregate principal amount of Parking Revenue Refunding Bonds (City Guaranteed, Series 2001), dated October 1, 2001 (hereinafter collectively referred to as the "2001 Bonds") to provide funds to pay part of the cost of the 2001 Refunding;

II ITHE LIBERTY COMMONS PROJECT FINANCING AND REFUNDING

WHEREAS , on November 6, 2003, pursuant to the Act, the City finally adopted a guaranty ordinance (the “2003 Guaranty Ordinance”) to guaranty the timely payment of the principal and interest on outstanding bonds of the Authority in an aggregate principal amount not

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exceeding $14,250,000 for the 2003 Project and in and aggregate amount of $39,200,000 for all of the outstanding bonds of the Authority (consisting of the 2000 Bonds, the 2001 Bonds and the hereinafter defined “2003 Bonds”); and

WHEREAS , the Authority issued $14,070,000 aggregate principal amount of Parking Revenue Bonds (City Guaranteed, Series 2003), dated December 15, 2003 (hereinafter collectively referred to as the "2003 Bonds") to provide funds to pay part of the cost of the 2003 Project; and

WHEREAS , in order to accommodate a long-term private use at the 2003 Project, the Authority determined to refund a portion of the 2003 Bonds, specifically the defeasance of at least 28.5% of the outstanding 2003 Bonds, by the issuance of additional taxable bonds under the General Bond Resolution (the “2006 Refunding”); and

WHEREAS , on October 24, 2005, pursuant to the Act, the City finally adopted a guaranty ordinance (the “2005 Guaranty Ordinance”) to guaranty the timely payment of the principal and interest on an additional $650,000 bonds of the Authority, which along with the 2003 Guaranty Ordinance guaranteed an aggregate principal amount not exceeding $14,900,000 for outstanding bonds of the 2003 Project and the 2006 Refunding, and guaranteed an aggregate principal amount not exceeding $39,850,000 for outstanding bonds of the 2000 Project, the 2001 Refunding, the 2003 Project and the 2006 Refunding; and

WHEREAS , the Authority issued $4,520,000 aggregate principal amount of Parking Revenue Refunding Bonds (City Guaranteed, Series 2006) (Federally Taxable), dated February 28, 2006 (hereinafter collectively referred to as the "2006 Bonds") to provide funds to pay a portion of the cost of the 2006 Refunding;

III THE 2013 REFUNDING

WHEREAS , in order to provide for savings in debt service as a result of lower interest rates in the bond market, the Authority determined to refund all or a portion of the 2001 Bonds and the 2003 Bonds (collectively, the “Refunded Bonds”) by the issuance of additional bonds under the General Bond Resolution (the “2013 Refunding”); and

WHEREAS , to effectuate such debt service savings in compliance with the provisions of the Internal Revenue Code, the Authority must issue a greater principal amount of Refunding Bonds (as hereinafter defined) to refund the specific portion of the Refunded Bonds being refunded; and

WHEREAS , the Authority determined to adopt a supplemental bond resolution (the “2013 Supplemental Resolution” and together with the General Bond Resolution, as supplemented and amended, the “Resolutions”) as provided for in the General Bond Resolution authorizing the issuance of not to exceed $29,500,000 aggregate principal amount of Parking

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Revenue Refunding Bonds (City Guaranteed, Series 2013) (the “Refunding Bonds”), upon the approval from the Local Finance Board, a regulatory body of State of New Jersey within the Department of Community Affairs; and

WHEREAS , on January 9, 2013 the Local Finance Board considered the Authority’s application concerning the issuance of the Refunding Bonds and issued positive findings thereto; and

WHEREAS , the Authority has requested the City to provide assistance in the marketing of the Refunding Bonds by unconditionally guarantying the principal of and interest on the Refunding Bonds; and

WHEREAS , pursuant to the 2005 Guaranty Ordinance which guaranteed outstanding bonds of the Authority in an aggregate amount of $39,850,000, the Refunding Bonds are guaranteed by the City because after the issuance of the Refunding Bonds, the Authority will have outstanding bonds in an amount less than $39,850,000;

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements set forth herein, the Authority and the City and its successors and assigns, do mutually covenant, promise and agree as follows:

Section 1 . Pursuant to the provisions of the Act and the 2005 Guaranty Ordinance, the City agrees to guaranty the punctual payment of the principal of and interest on any bonds which are issued by the Authority, in a maximum principal amount not exceeding $39,850,000, including $21,000,000 aggregate principal amount of Authority bonds which were previously secured under the 1999 Guaranty Ordinance, the $2,200,000 additional aggregate principal amount of Authority bonds previously secured under the 2001 Guaranty Ordinance, the $14,250,000 additional aggregate principal amount previously secured under the 2003 Guaranty Ordinance, an additional $650,000 aggregate principal amount previously secured under the 2005 Guaranty Ordinance, and the Refunding Bonds, the aggregate amount of which, after giving effect to the defeasance of certain of the 2001 Bonds and 2003 Bonds to be defeased with the proceeds of the Refunding Bonds, will be less than $39,850,000. The full faith and credit of the City are hereby pledged for the full and punctual performance of this guaranty (the "City Guaranty").

Section 2 . The Authority agrees to apply the proceeds derived from the sale of the Refunding Bonds for Costs (as defined in the Act) associated with the: (a) the current refunding of all of the Authority’s Parking Revenue Refunding Bonds (City Guaranteed, Series 2001), outstanding in the amount of $18,840,000, (b) the advance refunding of a portion of the Authority’s Parking Revenue Bonds (City Guaranteed, Series 2003), outstanding in the amount of $8,460,000, (c) the funding of the Bond Reserve Fund, if necessary; and (d) the payment of the costs of issuing the Refunding Bonds, including payment of all costs of issuance and required reserves (collectively, the “2013 Refunding Project”).

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Section 3 . The Authority will keep, or cause to be kept, proper books of record and account in which complete and correct entries shall be made of its transactions relating to the 2013 Refunding Project and which, together with all other books and papers of the Authority, shall at all reasonable times be subject to inspection by the City.

Section 4 . Within ten (10) days after the date of issuance of the Refunding Bonds, the Authority shall notify the City, in writing (by letter addressed to the Mayor), of the date of issuance, the maturity dates, the interest rate or rates and the paying agent on the Refunding Bonds.

Section 5 . If, forty-five (45) days prior to any date established for the payment of the principal of or interest on the Refunding Bonds (including the payment of scheduled sinking fund installments, if applicable), the amounts which are on deposit in the Bond Service Fund and/or in the Sinking Fund established under the General Bond Resolution available to make payments on the Refunding Bonds are insufficient to provide for the payment of the principal of and/or interest on the Refunding Bonds which are due and payable on such payment date, and after application of all cash, excluding the application of any Bond Reserve Credit Facility, if any, on deposit in the Bond Reserve Fund to meet the Bond Reserve Requirement, as set forth in the General Bond Resolution, the Authority or the Trustee shall notify the City Business Administrator on such day of the amounts which are necessary to provide for the payment of the principal of and/or interest on the Refunding Bonds. The City shall be obligated to make payment to the Authority or the Trustee of the principal of and interest on the Refunding Bonds (including the payment of scheduled sinking fund installments, if applicable), as well as the replenishment of all funds expended from the Bond Reserve Fund, including draws on any Bond Reserve Credit Facility on deposit therein, for the payment of principal of and interest on the Refunding Bonds (including the payment of scheduled sinking fund installments, if applicable), so that the amount on deposit in the Bond Reserve Fund meets the Bond Reserve Requirement, within thirty (30) days of its receipt of such notice. If received by the Authority, such sum shall be deposited promptly by the Authority in the name of the Trustee with the Trustee for further deposit into the Bond Reserve Fund, pursuant to the General Bond Resolution. Notwithstanding any other provision of this Guaranty Agreement, failure by the Authority or the Trustee to give the City notice as provided herein shall not relieve the City of its obligations to make payment under the terms of the City Guaranty.

Section 6 . When notice has been provided, as described above, the City shall take all necessary actions to make payment of an amount which, when added to the amounts which are on deposit in the funds and accounts established and created under the General Bond Resolution, excluding any Bond Reserve Credit Facility, is sufficient to pay the principal of and/or interest on the Refunding Bonds when due. Such actions shall include the adoption of an emergency appropriation or an emergency temporary appropriation and the funding of such appropriation in accordance with the requirements of the Local Budget Law, the levy of ad valorem taxes on all taxable property in the City, without limitation as to rate or amount, or any other actions that are legally permitted to be taken to meet the requirements of such City Guaranty (including the adoption of a bond ordinance pursuant to the provisions of the Local Bond Law).

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Section 7 . The Authority hereby covenants to the City that in the event the City Guaranty is called upon the Authority shall be obligated and will take all actions within its power (in accordance with the terms of the Act) so as to enable the Authority to reimburse the City (but solely from funds and collateral available under and pursuant to the terms of the General Bond Resolution, excluding any Bond Reserve Credit Facility) for amounts which have been paid by the City pursuant to the terms of this Guaranty Agreement, at the earliest practicable date, as set forth in the General Bond Resolution.

Section 8 . The obligations of the City under this Guaranty Agreement shall be absolute and unconditional and shall remain in full force and effect until the entire principal of and interest on the Refunding Bonds shall have been paid or duly provided for in accordance with the provisions of the General Bond Resolution. This Guaranty constitutes a guaranty of payment and not of collection. The obligations of the City hereunder shall not be affected, modified or impaired upon the occurrence from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the City:

(a) The waiver, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Authority which are contained in the General Bond Resolution and any lease agreement with any local unit of government or any other agreement which is executed and delivered for or with respect to the Refunding Bonds (collectively, the "Financing Documents"), or of the payment, performance or observance thereof;

(b) The failure to give notice to the City of the occurrence of an event of default under the provisions of this Guaranty Agreement;

(c) The transfer, assignment or mortgaging or the purported transfer, assignment or mortgaging of all or any part of the interest or security interest of the Authority in the Initial Project or any Additional Project;

(d) The extension of the time for payment of the principal of or interest on the Refunding Bonds or of the time for performance of any obligations, covenants or agreements under or arising out of the Financing Documents;

(e) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Financing Documents;

(f) The taking, suffering or the omission of any of the actions referred to in the General Bond Resolution or of any actions under this Guaranty Agreement;

(g) Any failure, omission, delay or lack on the part of the Authority to enforce, assert or exercise any right, power or remedy conferred on the Authority in this

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Guaranty Agreement, the General Bond Resolution or any other act or acts on the part of the Authority or any of the holders from time to time of the Refunding Bonds;

(h) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment or other similar proceedings affecting the Authority or any party to the Financing Documents or any of the assets of any of them, or any allegation or contest of the validity of the City Guaranty, or the General Bond Resolution;

(i) To the extent permitted by law, any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the City from the performance or observance of any obligation, covenant or agreement contained in this Guaranty Agreement;

(j) The default or failure of the City fully to perform any of its obligations set forth in this Guaranty Agreement;

(k) The destruction, non-use or non-availability of the Initial Project or any Additional Project; or

Section 9 . No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature (other than performance by the City of its obligations hereunder) which the City has or may have against the Authority, the Trustee or against any holder of the Refunding Bonds, shall be available to the City hereunder against the Authority or anyone succeeding to the Authority's interest.

Section 10 . The City further guarantees that all payments made with respect to the Refunding Bonds will, when made, be final and agrees that if such payment is recovered from or repaid by or on behalf of the Authority or the holders of the Refunding Bonds in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against the Authority, the City Guaranty shall continue to be fully applicable to such liabilities to the same extent as though the payment so recovered or repaid had never been originally made on such liabilities.

Section 11 . In the event of a default in payment of the principal of or interest on the Refunding Bonds when and as the same shall become due, whether at the stated maturity thereof or otherwise, the Authority or any party to whom the Authority's rights have been assigned may proceed to enforce its rights hereunder and may proceed first and directly against the City under the terms of this Guaranty Agreement without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Authority. All moneys recovered pursuant to this Guaranty Agreement shall be applied in accordance with the provisions of the General Bond Resolution.

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Section 12 . This Guaranty Agreement shall terminate after payment in full of the principal of and interest on the Refunding Bonds have been made, or provision for the payment of same has been made in accordance with the terms of the General Bond Resolution.

Section 13 . This agreement may be executed in any number of counterparts, each of which shall be executed by the Authority and by the City and all of which shall be regarded for all purposes as one original and shall constitute and be but one and the same.

Section 14 . The City hereby acknowledges and consents to the irrevocable assignment of the right of the Authority to receive payments from the City under the provisions of the City Guaranty by the Authority to the Trustee for the benefit of the holders of the Refunding Bonds, as and to the extent provided in the General Bond Resolution.

Section 15 . The Authority and the City shall not modify or amend this Guaranty, or waive any non-performance hereunder.

Section 16 . Notwithstanding anything contained herein to the contrary, in the event that the form of government is changed so that there is no longer a Business Administrator of the City, any notices contemplated hereunder shall be provided to and any actions contemplated to be taken hereunder shall be taken by the Mayor.

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IN WITNESS WHEREOF , the parties hereto have caused their respective seals to be hereunto affixed and attested, these presents to be signed by their respective officers thereunto duly authorized and this agreement to be dated as of the date and the year first above written.

ATTEST: CITY OF TRENTON, NEW JERSEY

By: By: ______City Clerk Mayor

[SEAL]

ATTEST: THE PARKING AUTHORITY OF THE CITY OF TRENTON

By: By: ______Secretary Chairman

[SEAL]

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APPENDIX F

FORM OF CONTINUING DISCLOSURE AGREEMENT

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CONTINUING DISCLOSURE AGREEMENT

BY AND AMONG

PARKING AUTHORITY OF THE CITY OF TRENTON,

CITY OF TRENTON,

AND

U.S. BANK NATIONAL ASSOCIATION

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CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (the “Agreement”) dated as of March 20, 2013, by and among the Parking Authority of the City of Trenton, a public body corporate and politic of the State of New Jersey (the “Authority”), the City of Trenton, in the County of Mercer, a municipal corporation of the State of New Jersey (the “City”) and U.S. Bank National Association, Morristown, New Jersey, as trustee (the “Trustee”), under the General Bond Resolution adopted by the Authority on June 15, 1999, as amended and supplemented (the “General Bond Resolution”), including by a resolution adopted on January 24, 2013 entitled “Supplemental Bond Resolution Of The Parking Authority Of The City Of Trenton Supplementing The General Bond Resolution And Providing For The Issuance Of Not To Exceed $29,500,000 Parking Revenue Refunding Bonds (City Guaranteed, Series 2013)” (the “Supplemental Bond Resolution” and with the General Bond Resolution, the “Resolution”), is executed and delivered in connection with the issuance of $28,325,000 aggregate principal amount of Parking Revenue Refunding Bonds (City-Guaranteed, Series 2013), of the Authority (the “Bonds”). Capitalized terms used in this Agreement which are not defined above or in Article IV, herein, shall have the meanings assigned to such terms in the Resolution. The parties agree as follows:

ARTICLE I

THE UNDERTAKING

Section 1.1. Purpose . This Agreement is being executed and delivered for the benefit of the holders of the Bonds and to assist the Underwriter in complying with subsection (b)(5) of the Rule.

Section 1.2. Annual Financial Information . (a) The Authority and the City shall each provide, or cause the Dissemination Agent to provide, assuming that it has received same from the Authority, Annual Financial Information with respect to each fiscal year of the Authority and the City, respectively, 270 days after the end of each fiscal year, and continuing for so long as the Bonds remain Outstanding, to the Municipal Securities Rulemaking Board (the “MSRB”) or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Effective July 1, 2009 and until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the Electronic Municipal Market Access (“EMMA”) website of the MSRB, currently located at http://emma.msrb.org .

(b) The Authority and the City shall each provide, or cause the Dissemination Agent to provide, in a timely manner, notice of any failure of the Authority or the City, as applicable, to provide Annual Financial Information by the date specified in subsection (a) above to the MSRB.

Section 1.3. Audited Financial Statements . If not provided as part of the Annual Financial Information by the date required by Section 1.2(a) hereof due to unavailability at that time, the Authority and the City, as applicable, shall each provide, or cause the Dissemination Agent to provide, Audited Financial Statements, when and if available, to the MSRB. 1 506872.1

Section 1.4. Material Event Notices . (a) If a Material Event occurs, the Authority and City shall provide, as the case may be, or cause the Dissemination Agent to provide, in a timely manner, notice of such Material Event to the MSRB and the Trustee.

(b) Any notice of a defeasance of the Bonds shall state whether the Bonds have been escrowed to maturity or to an earlier redemption date and the timing of such maturity or redemption.

(c) The Dissemination Agent shall promptly advise the Authority and City whenever, in the course of performing its duties as Trustee or Dissemination Agent under the Resolution, the Dissemination Agent has actual notice of an occurrence which, if material, would require the Authority or City to provide notice of a Material Event hereunder; provided, however, that the failure of the Dissemination Agent to so advise the Authority shall not constitute a breach by the Dissemination Agent of any of its duties and responsibilities under this Agreement or the Resolution.

Section 1.5. Additional Disclosure Obligations . The Authority and City acknowledge and understand that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Authority and the City, and that under some circumstances compliance with this Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Authority and City under such laws.

Section 1.6. Additional Information . Nothing in this Agreement shall be deemed to prevent the Authority or the City from disseminating any other information, using the means of dissemination set forth in this Agreement, or any other means of communication, or including any other information in any Annual Financial Information or notice of a Material Event hereunder, in addition to that which is required by this Agreement. If the Authority or the City chooses to include any information in any Annual Financial Information or notice of a Material Event hereunder in addition to that which is specifically required by this Agreement, the Authority or the City, as applicable, shall have no obligation under this Agreement to update such additional information or include it in any future Annual Financial Information or notice of a Material Event hereunder.

Section 1.7. No Previous Non-Compliance . Except as disclosed in the Official Statement, the Authority and the City each represent that they have never failed to comply in any material respect with any previous undertaking in a resolution, written contract or agreement specified in paragraph (b)(5)(i) of the Rule.

ARTICLE II

OPERATING RULES

Section 2.1. Reference to Other Documents . It shall be sufficient for purposes of Section 1.2 hereof if the Authority and the City provide, or cause the Dissemination Agent to 2 506872.1

provide, Annual Financial Information by specific reference to documents (i) either (1) previously provided to the MSRB or (2) filed with the SEC or (ii) if such document is an Official Statement available from the MSRB.

Section 2.2. Submission of Information . Annual Financial Information may be provided by the Authority and/or the City, as the case may be, in one document or multiple documents, and at one time or in part from time to time.

Section 2.3. Material Event Notices . Each notice of a Material Event hereunder shall be captioned “Notice of Material Event” and shall prominently state the title, date and CUSIP numbers of the Bonds.

Section 2.4. Transmission of Information and Notices . Unless otherwise required by law and, in the Authority's or the City's sole determination, subject to technical and economic feasibility, the Authority and the City shall employ such methods of information and notice transmission as shall be requested or recommended by the herein-designated recipients of the Authority's and the City's information and notices.

Section 2.5. Fiscal Year . (a) The Authority's and the City's current fiscal years are July 1 to June 30, and the Authority and the City shall each promptly notify the MSRB and the Dissemination Agent of any changes of such fiscal years.

(b) Annual Financial Information shall be provided at least annually notwithstanding any fiscal year longer than 12 calendar months.

ARTICLE III

EFFECTIVE DATE, TERMINATION, AMENDMENT AND ENFORCEMENT

Section 3.1. Effective Date; Termination . (a) This Agreement shall be effective upon the issuance of the Bonds.

(b) The Authority's, the City's and the Dissemination Agent’s obligations under this Agreement shall terminate upon a legal defeasance, prior redemption or payment in full of all of the Bonds.

(c) This Agreement, or any provision hereof, shall be null and void in the event that the Authority or City (1) delivers to the Dissemination Agent an opinion of Counsel, addressed to the Authority, the City and the Dissemination Agent, to the effect that those portions of the Rule which require this Agreement, or such provision, as the case may be, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion and (2) delivers copies of such opinion to the MSRB.

Section 3.2. Amendment . (a) This Agreement may be amended, by written agreement of the parties, without the consent of the holders of the Bonds (except to the extent required 3 506872.1

under clause (4)(ii) below), if all of the following conditions are satisfied: (1) such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the Authority or the City or the type of business conducted thereby, (2) this Agreement as so amended would have complied with the requirements of the Rule as of the date of this Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Authority or City shall have delivered to the Dissemination Agent an opinion of Counsel, addressed to the Authority, the City and the Dissemination Agent, to the same effect as set forth in clause (2) above, (4) either (i) the Authority or City shall have delivered to the Dissemination Agent an opinion of Counsel or a determination by a person, in each case unaffiliated with the Authority or City and acceptable to the Authority and City, addressed to the Authority, the City and the Dissemination Agent, to the effect that the amendment does not materially impair the interests of the holders of the Bonds or (ii) the holders of the Bonds consent to the amendment to this Agreement pursuant to the same procedures as are required for amendments to the Resolution with consent of holders of Bonds pursuant to Article IX of the Resolution as in effect on the date of this Agreement and (5) the Authority or City, as the case may be, shall have delivered copies of such opinion(s) and amendment to the MSRB.

(b) This Agreement may be amended, by written agreement of the parties, without the consent of the holders of the Bonds, if all of the following conditions are satisfied: (1) an amendment to the Rule is adopted, or a new or modified official interpretation of the Rule is issued, after the effective date of this Agreement which is applicable to this Agreement, as advised to the parties in the opinion of Counsel, (2) the Authority or City, as the case may be, shall have delivered to the Dissemination Agent an opinion of Counsel, addressed to the Authority, the City and the Dissemination Agent, to the effect that performance by the Authority, the City and Dissemination Agent under this Agreement as so amended will not result in a violation of the Rule and (3) the Authority or City, as the case may be, shall have delivered copies of such opinion and amendment to the MSRB.

(c) To the extent any amendment to this Agreement results in a change in the type of financial information or operating data provided pursuant to this Agreement, the first Annual Financial Information provided thereafter shall include a narrative explanation of the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

(d) If an amendment is made pursuant to Section 3.2(a) hereof to the accounting principles to be followed in preparing financial statements, the Annual Financial Information for the fiscal year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative and, to the extent reasonably feasible, quantitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information.

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Section 3.3. Benefit; Third-Party Beneficiaries; Enforcement . (a) The provisions of this Agreement shall constitute a contract with and inure solely to the benefit of the holders from time to time of the Bonds, except that beneficial owners of Bonds shall be third-party beneficiaries of this Agreement. The provisions of this Agreement shall create no rights in any person or entity except as provided in this subsection (a) and subsection (b) of this Section.

(b) The obligations of the Authority and the City to comply with the provisions of this Agreement shall be enforceable (i) in the case of enforcement of obligations to provide financial statements, financial information, operating data and notices, by any holder of Outstanding Bonds, or by the Trustee or Dissemination Agent on behalf of the holders of Outstanding Bonds or (ii) in the case of challenges to the adequacy of the financial statements, financial information and operating data so provided, by the Trustee or Dissemination Agent on behalf of the holders of Outstanding Bonds; provided, however, that the Trustee or Dissemination Agent shall not be required to take any enforcement action except at the direction of the holders of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding who shall have provided the Trustee or Dissemination Agent with adequate security and indemnity. The holders' and rights of the Trustee and/or Dissemination Agent to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the Authority's and the City's obligations under this Agreement. In consideration of the third-party beneficiary status of beneficial owners of Bonds pursuant to subsection (a) of this Section, beneficial owners shall be deemed to be holders of Bonds for purposes of this subsection (b).

(c) Any failure by the Authority, the City or the Dissemination Agent to perform in accordance with this Agreement shall not constitute a default or an event of default under the Resolution, and the rights and remedies provided by the Resolution upon the occurrence of a default or an event of default shall not apply to any such failure.

(d) This Agreement shall be construed and interpreted in accordance with the laws of the State, and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in the State; provided, however, that to the extent this Agreement addresses matters of federal securities laws, including the Rule, this Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof.

ARTICLE IV

DEFINITIONS

Section 4.1. Definitions . The following terms used in this Agreement shall have the following respective meanings:

(a) “Annual Financial Information” means, collectively, (a) the financial information and operating data for each fiscal year as follows: financial and operating data of the type included in the Official Statement with respect to the Bonds relating to the following: (i) property tax levies and collections; (ii) assessed value of taxable property; (iii) property tax rates; (iv) principal taxpayers and current assessments; (v) general revenues by source other than 5 506872.1

property taxes; (vi) outstanding debt and statutory borrowing power; and (vii) revenues and rates related to the utility system and (b) the information regarding amendments to this Agreement required pursuant to Sections 3.2(c) and (d) of this Agreement. Annual Financial Information shall include Audited Financial Statements, if available, or Unaudited Financial Statements.

The descriptions contained in clause (a) above of financial information and operating data constituting Annual Financial Information are of general categories of financial information and operating data. When such descriptions include information that no longer can be generated because the operations to which it related have been materially changed or discontinued, a statement to that effect shall be provided in lieu of such information. Any Annual Financial Information containing modified financial information or operating data shall explain, in narrative form, the reasons for the modification and the impact of the modification on the type of financial information or operating data being provided.

(b) “Audited Financial Statements” means the annual financial statements, if any, audited by such auditor as shall then be required or permitted by State law or the Resolution. Audited Financial Statements shall be prepared in accordance with the audit requirements prescribed by the Division of Local Government Services, Department of Community Affairs, State of New Jersey; provided, however, that pursuant to Section 3.2(a) hereof, if required by federal or State legal requirements, such accounting principles to be followed in preparing its financial statements may be modified from time to time. The notice of any such modification required by Section 3.2(a) hereof shall include a reference to the specific federal or State law or regulation describing such accounting principles, or other description thereof.

(c) “Counsel” means McManimon, Scotland & Baumann, L.L.C., or other nationally recognized bond counsel or counsel expert in federal securities laws.

(d) “Dissemination Agent” means the Trustee acting in its capacity as Dissemination Agent under this Agreement, or any successor Dissemination Agent designated in writing by the Authority and which has filed a written acceptance of such designation.

(e) “Material Event” means any of the following events with respect to the Bonds, whether relating to the Authority, the City or otherwise, if material:

(i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting

6 506872.1

the tax status of the security; adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to rights of security holders, if material; (viii) bond calls, if material, and tender offers; (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) rating changes; (xii) bankruptcy, insolvency, receivership or similar event of the City; (xiii) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

(f) “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934.

(g) “Official Statement” means the “final official statement”, as defined in paragraph (f)(3) of the Rule, dated March 7, 2013 related to the issuance of the Bonds.

(h) “Rule” means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 CFR Part 240, §240.15c2-12), as in effect on the date of this Agreement, including any official interpretations thereof issued either before or after the effective date of this Agreement which are applicable to this Agreement.

(i) “SEC” means the United States Securities and Exchange Commission.

(j) “State” means the State of New Jersey.

(k) “Unaudited Financial Statements” means the same as Audited Financial Statements, except that they shall not have been audited.

(l) “Underwriter” means NW Capital Markets LLC, Hoboken, New Jersey as representative of the underwriters.

ARTICLE V

THE DISSEMINATION AGENT

Section 5.1. Duties of the Dissemination Agent . The Dissemination Agent (1) Upon receiving Annual Financial Information from the Authority and/or the City, shall file the same with the MSRB as soon as practicable and thereafter file a written report with the Authority and 7

City certifying that the applicable Annual Financial Information which has been provided to it from the Authority and/or the City, as the case may be, has been filed with the MSRB pursuant to this Agreement and stating the date it was provided, and (2) if the Dissemination Agent has not received the Annual Financial Information from either the Authority or the City, or both, as the case may be, by the date set forth in Section 1.2, herein, shall immediately send written notice of such failure to the Authority, City and Trustee and EMMA as set forth in Exhibit A .

Section 5.2. Immunities and Liabilities of the Dissemination Agent and Trustee . (a) The Dissemination Agent shall have only such duties under this Agreement as are specifically set forth in this Agreement, and the Authority and City respectively agree to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability resulting from an act or omission of the Authority or City, as the case may be, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct in the performance of its duties hereunder. The obligations of the Authority under this Section shall survive resignation or removal of the Trustee, Dissemination Agent or payment of the Bonds.

(b) The Dissemination Agent, or any successor thereto, may at any time resign and be discharged of its duties and obligations hereunder by giving not less than thirty (30) days written notice to the Authority. Such resignation shall take effect on the date specified in such notice.

(c) Article XI of the Resolution is hereby made applicable to this Agreement as if the duties of the Trustee under this Agreement were (solely for this purpose) contained in the Resolution.

Section 5.3. Additional Persons Obligated Under the Rule. The Authority agrees that it will cause any other person who becomes an “obligated person” as such term is defined in the Rule, to perform all of the duties of the Authority and City hereunder.

Section 5.4. Counterparts . This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

(SEAL) PARKING AUTHORITY OF THE CITY OF TRENTON

Attest: By:______Chairman

By: ______Secretary

(SEAL) THE CITY OF TRENTON, NEW JERSEY

Attest: By:______Mayor

By:______City Clerk

IN WITNESS WHEREOF , the Trustee and Dissemination Agent has caused this Agreement to be executed by its duly authorized representatives, and has caused its corporate seal to be hereunto affixed and attested by an authorized representative, all as of the date first above written.

U.S. BANK NATIONAL ASSOCIATION, as Trustee and Dissemination Agent

By:______Name: Title:

EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer: The Parking Authority of the City of Trenton

Name of Bond Issue: $28,325,000 Parking Revenue Refunding Bonds Consisting of $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed) Series 2013A and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed) Series 2013B

Name of Obligated Person: City of Trenton/Parking Authority of the City of Trenton

Date of Issuance: March 20, 2013

NOTICE IS HEREBY GIVEN that the above designated Obligated Person has not provided an Annual Report with respect to the above-named Bonds as required by a Continuing Disclosure Agreement dated as of March 20, 2013 among the Issuer, the City and the Dissemination Agent.

DATED: ______

Dissemination Agent (on behalf of the City and the Authority)

cc: the City the Authority the Dissemination Agent

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APPENDIX G

FORM OF LEGAL OPINION OF BOND COUNSEL

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March 20, 2013

Parking Authority of the City of Trenton Trenton, New Jersey

Dear Authority Members:

We have examined a record of proceedings relating to the issuance of $28,325,000 Parking Revenue Refunding Bonds of the Parking Authority of the City of Trenton consisting of $19,295,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013A (the “Series A Bonds”) and $9,030,000 Parking Revenue Refunding Bonds (City Guaranteed), Series 2013B (the “Series B Bonds” and together with the Series A Bonds, collectively, the "Bonds") of the Parking Authority of the City of Trenton (the "Authority"), a public body corporate and politic organized and existing under and by virtue of the laws of the State of New Jersey (the "State").

The Bonds are being issued pursuant to the Parking Authority Law, constituting Chapter 198 of the Pamphlet Laws of 1948 of the State, as amended and supplemented (the "Act"), and a resolution of the Authority duly adopted June 15, 1999 entitled "Resolution Authorizing The Issuance Of Parking Revenue Bonds Of The Parking Authority Of The City of Trenton, In The County Of Mercer, New Jersey" (the "Bond Resolution"), as amended and supplemented, including by a supplemental resolution adopted by the Authority on January 24, 2013 entitled "Supplemental Bond Resolution Of The Parking Authority Of The City Of Trenton Supplementing The General Bond Resolution And Providing For The Issuance Of Not To Exceed $29,500,000 Parking Revenue Refunding Bonds (City Guaranteed, Series 2013)" (the "Supplemental Bond Resolution") and by Certificate of the Chairman of the Authority dated the date of sale of the Bonds (the "Award Certificate" and, together with the Bond Resolution and the Supplemental Bond Resolution, the "Resolution").

The Series A Bonds are dated March 20, 2013, mature, as described below, on each of the dates, in each of the years and in the respective principal amounts set opposite each such year in the table below, and bear interest at the interest rates per annum set forth in the table below, payable on October 1, 2013 and semiannually thereafter on the first day of April and October in each year until the Authority's obligation with respect to the payment of the principal amount of the Bonds shall be discharged, subject to prior redemption.

April 1 Principal Interest Rate April 1 Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2014 $ 850,000 1.500% 2023 $ 1,180,000 2.750% 2015 885,000 2.000 2024 1,210,000 3.000 2016 905,000 3.000 2025 1,250,000 3.000 2017 930,000 4.000 2026 1,290,000 3.000 2018 970,000 4.000 2027 1,325,000 3.125 2019 1,005,000 4.000 2028 1,365,000 3.250 2020 1,050,000 4.000 2029 1,405,000 3.250 2021 1,090,000 4.000 2030 1,455,000 3.375 2022 1,130,000 4.000 March 20, 2013 Page 2

The Series B Bonds are dated March 20, 2013, mature, as described below, on each of the dates, in each of the years and in the respective principal amounts set opposite each such year in the table below, and bear interest at the interest rates per annum set forth in the table below, payable on October 1, 2013 and semiannually thereafter on the first day of April and October in each year until the Authority's obligation with respect to the payment of the principal amount of the Bonds shall be discharged, subject to prior redemption.

October 1 Principal Interest Rate October 1 Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2014 $ 355,000 1.500% 2024 $ 455,000 3.000% 2015 355,000 2.000 2025 440,000 3.000 2016 365,000 2.000 2026 470,000 3.000 2017 370,000 2.000 2027 495,000 3.125 2018 380,000 2.500 2028 520,000 3.250 2019 390,000 2.000 2029 495,000 3.250 2020 380,000 2.250 2030 530,000 3.375 2021 405,000 2.375 2031 555,000 3.375 2022 420,000 2.750 2032 590,000 3.500 2023 440,000 2.750 2033 620,000 3.500

The Bonds will be issued in the form of one certificate for each year of maturity registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as Securities Depository for the Bonds. The Record Date for purposes of the payment of interest on the Bonds shall be the fifteenth day of March and September preceding an interest payment date (whether or not a business day) in each year.

We have also reviewed a record of proceedings of the City of Trenton, in the County of Mercer, New Jersey (the "City"), in connection with the adoption of an ordinance of the City finally adopted October 24, 2005 (the “Guaranty Ordinance”) and a guaranty agreement by and between the Authority and the City, dated the date hereof (the “Guaranty Agreement” and with the Guaranty Ordinance, the "Guaranty"). The Guaranty has been provided by the City for the purpose of securing the timely payment of the principal of and interest on the Bonds. To the extent that Revenues or other funds of the Authority are not available to pay the principal of or interest on the Bonds, the Guaranty provides that the City of Trenton, in the County of Mercer, a municipal corporation of the State of New Jersey (the “City”) is obligated to provide for such payment.

As the basis for the opinions that are set forth below, we have examined such matters of law, including the Act, such documents and such other statutes, resolutions, certificates and records of the Authority as we have considered necessary in order to enable us to express the opinions hereinafter set forth. As to matters of fact, we have relied upon the representations of the Authority, and, where we have deemed appropriate, representations or certifications of public officials. Further, in expressing such opinions, we have relied upon the genuineness, truthfulness and completeness of the resolutions, documents, certificates and records referred to above.

March 20, 2013 Page 3

Based upon and subject to the foregoing, we are of the opinion that:

1. The Authority has been duly created and is validly existing under the provisions of the Constitution and statutes of the State of New Jersey, including the Act.

2. The Authority had and has the right and power under the Act to adopt the Resolution and to authorize the issuance of the Bonds, and the Resolution has been duly adopted by the Authority, is presently in full force and effect and is valid and binding upon the Authority and is enforceable in accordance with its terms, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights, and no other authorization for the Resolution is required.

3. The Bonds have been duly authorized and issued by the Authority in accordance with law and in accordance with the terms of the Resolution, and are valid, binding, direct and general obligations of the Authority, are payable out of the Revenues of the Authority, and are enforceable in accordance with their terms and the terms of the Act and the Resolution, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights. The Bonds are not a debt or liability of the State of New Jersey or of any county or municipality, except by the City to the extent provided in the Guaranty.

4. The City has the power and authority to adopt the Guaranty, and the Guaranty has in all respects been duly adopted and published as required by law and creates the valid and binding obligation of the City, enforceable in accordance with its terms, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, moratorium or similar laws relating to the enforcement of creditors' rights. The City is obligated to make any required payments under the Guaranty out of the first funds becoming legally available to the City for this purpose and to provide the funds for such purpose, if not otherwise available, from the levy of ad valorem taxes upon all the taxable real property in the City without limitation as to rate or amount. The Bonds are entitled to the benefits of the Guaranty and, pursuant to the terms of the Resolution, the rights of the Authority under the Guaranty have been assigned to the Trustee for the benefit of the holders of the Bonds. The Guaranty will remain in full force and effect as long as the Bonds remain outstanding.

5. The Authority has covenanted to comply with any continuing requirements that may be necessary to preserve tax exemption under the Internal Revenue Code of 1986, as amended (the "Code"). In the event that the Authority continuously complies with its covenant, interest on the Bonds is not includable in gross income for federal income tax purposes under the current law. The Bonds are not "private activity bonds" as defined in the Code and interest on the Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals. Interest on the Bonds held by a corporate taxpayer is included in the relevant income computation for calculation of the federal alternative minimum tax as a result of the inclusion of interest on the Bonds in "adjusted current earnings." We express no opinion regarding other federal tax consequences arising with respect to the Bonds. March 20, 2013 Page 4

6. Interest on the Bonds and any income from the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act.

This opinion is issued as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may come to our attention after the date of this opinion, or any changes in law or interpretations thereof that may occur after the date of this opinion, or for any reason whatsoever.

Very truly yours,

APPENDIX H

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

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MUNICIPAL BOND

INSURANCE POLICY

ISSUER: Policy No: -N

BONDS: $ in aggregate principal amount of Effective Date: Premium: $

ASSURED GUARANTY MUNICIPAL CORP. ("AGM"), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the "Trustee") or paying agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing the Bonds) for the Bonds, for the benefit of the Owners or, at the election of AGM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer.

On the later of the day on which such principal and interest becomes Due for Payment or the Business Day next following the Business Day on which AGM shall have received Notice of Nonpayment, AGM will disburse to or for the benefit of each Owner of a Bond the face amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by AGM, in a form reasonably satisfactory to it, of (a) evidence of the Owner's right to receive payment of the principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in AGM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by AGM is incomplete, it shall be deemed not to have been received by AGM for purposes of the preceding sentence and AGM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in respect of a Bond, AGM shall become the owner of the Bond, any appurtenant coupon to the Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Bond, to the extent of any payment by AGM hereunder. Payment by AGM to the Trustee or Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge the obligation of AGM under this Policy.

Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's Fiscal Agent are authorized or required by law or executive order to remain closed. "Due for Payment" means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity unless AGM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. "Nonpayment" means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the

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United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. "Notice" means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to AGM which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds.

AGM may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (a) copies of all notices required to be delivered to AGM pursuant to this Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to AGM and shall not be deemed received until received by both and (b) all payments required to be made by AGM under this Policy may be made directly by AGM or by the Insurer's Fiscal Agent on behalf of AGM. The Insurer's Fiscal Agent is the agent of AGM only and the Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or any failure of AGM to deposit or cause to be deposited sufficient funds to make payments due under this Policy.

To the fullest extent permitted by applicable law, AGM agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to AGM to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy.

This Policy sets forth in full the undertaking of AGM, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity and (b) this Policy may not be canceled or revoked. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

In witness whereof, ASSURED GUARANTY MUNICIPAL CORP. has caused this Policy to be executed on its behalf by its Authorized Officer.

ASSURED GUARANTY MUNICIPAL CORP.

By Authorized Officer

Form 500NY (5/90)