Parking Garage Management and Operating Agreement

Pier 40 Parking Garage 353 West Street New York City, NY 10014-3674

Contract No. F5220

TABLE OF CONTENTS

Section Page

1. Definitions 1

2. Engagement 3

3. Term of Agreement 5

4. Staff 6

5. Hours of Operation and Parking Rates 10

6. Management Fee, Deposit of Parking Revenues and Payment Terms 10

7. Incentive Management Fee 12

8. Costs of Operations, Expenses of the Operator, and Operator’s 13 Itemized Statements

9. Controlling Costs of Operations and Budget Approvals 16

10. Compliance with Laws 17

11. Maintenance And Purchase Of Equipment, And Security 19

12. Maintenance and Repairs of Garage 20

13. Receipts, Audits, Cash Deposits, Disbursements and Controls 21

14. Insurance 26

15. Indemnification 30

16. Access 32

17. Capital Improvements and Equipment 33

18. Procurement of Bids, Services and Goods; Tax Exemption 35

19. Meetings; Approvals 36

20. Assignment 37

Hudson River Park Trust Page 1 of 4 Table of Contents Section Page

21. Defaults; Cancellation and Termination 37

22. Permits and Licenses 39

23. Sales and Parking Taxes 39

24. Marketing Activities 40

25. Telephone and Internet Service 40

26. Free Parking, Exclusive Parking Area, and Reduced Rate Parking 41

27. Governing Law, Jurisdiction, Controversies 43

28. Set-Off Rights 43

29. MacBride Fair Employment Principles 43

30. Communications 44

31. Survival 44

32. Entire Agreement/Modification 44

33. Benefits and Burdens 45

34. No Waiver 45

35. Conflict of Interest 45

36. Non-Collusive Bidding Requirement 46

37. Omnibus Procurement Act of 1992 46

38. International Boycott Prohibition 47

39. Severability 47

40. Confidentiality 47

41. Acceptance of Final Payment; Release and Discharge 48

42. No Arbitration 48

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43. Service of Process 48

44. Interest of Others 49

45. Identifying Information and Privacy Notification 49

46. Property Loss, Damage 50

47. Disclosure of Lobbyists 50

48. Inability to Perform 50

49. No Property Interest 51

50. Penalties for Non-Performance 51

51. Operator as Independent Contractor 51

Hudson River Park Trust Page 3 of 4 Table of Contents APPENDICES

APPENDIX A: Aerial Photographs and Plans of the Garage

APPENDIX B: Certain Garage Duties and Obligations of Operator

APPENDIX C: Parking Rates, 2015

APPENDIX D: Management Fee

APPENDIX E: Expenses of the Operator

APPENDIX F: Budget

APPENDIX G: Approved Staffing Schedule

APPENDIX H: Job Descriptions and Qualifications

APPENDIX I: Required Monthly and Annual Reports

APPENDIX J: Inventory of Existing Equipment, Materials and Supplies

APPENDIX K: Penalties for Non-Performance

Hudson River Park Trust Page 4 of 4 Table of Contents PARKING GARAGE MANAGEMENT AND OPERATING AGREEMENT

THIS AGREEMENT (“Agreement”) made as of ______between the HUDSON RIVER PARK TRUST, a New York public benefit corporation, having an address at Pier 40, 353 West Street, Suite 201, New York, New York 10014 (“Trust”), and ______(“Operator”, and together with the Trust, the “Parties”).

RECITALS:

WHEREAS, the Trust, pursuant to the Hudson River Park Act, Chapter 592 of the laws of 1998 of the State of New York (as amended) (“Act”), is responsible for the development, operation and maintenance of Hudson River Park and the improvements thereon (“Park”), which is located along West Street in the Borough of Manhattan, New York, and

WHEREAS, the Act permits the use of Pier 40, located in the Park at 353 West Street (“Site”), for the parking of passenger cars and other commercial uses; and

WHEREAS, the Trust seeks to operate, maintain and improve the existing parking garage located at Pier 40 as delineated in Appendix A hereof (“Garage”); and

WHEREAS, the Trust desires to engage the Operator to manage, maintain, and operate the Garage and the Operator desires to manage, maintain, and operate the Garage on the terms and conditions set forth herein.

NOW, THEREFORE, the Trust and the Operator hereby agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used herein shall have the meanings ascribed to them for the purpose of interpreting the Agreement.

1.2. “Budget” means the Operator’s estimation of Parking Revenues, Costs of Operations (including Parking Tax), and Management Fee. The initial Budget is attached hereto as Appendix F.

1.3. “Trust” has the meaning set forth in the Preamble.

1.4. “Business Day” means any day other than a Saturday or Sunday or a legal holiday on which national banking associations in New York, New York are authorized or delegated by law, governmental decree or executive order, to be closed.

Hudson River Park Trust Page 1 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 1.5. “City” means the City of New York.

1.6. “Costs of Operations” means the reimbursable costs, fees, and expenses incurred and paid by the Operator in connection with the management, maintenance, and operation of the Garage as set forth in Section 8.1 of the Agreement.

1.7. “Emergency” means an imminent threat to public health, welfare or safety or to property in which the Trust has an interest.

1.8. “Expenses of the Operator” means all costs, fees, and expenses that are incurred and paid by the Operator that are not Costs of Operations as described in Section 8.2 and Appendix E of the Agreement.

1.9. “Garage” has the meaning set forth in the Recitals.

1.10. “Hazardous Materials” means the following:

Flammable explosives or radioactive materials; Petroleum products or petroleum hydrocarbons, including, but not limited to, gasoline, diesel, oil, grease, organic lead, benzene, toluene, ethyl benzene, halocarbons, xylene, cadmium, chromium, lead and zinc products; and Any other chemical, paint, material, substance or other matter of any kind whatsoever that is prohibited, limited or regulated or designated toxic or hazardous by any federal, state, county, regional or local authority or legislation, and any and all regulations promulgated from time to time under the foregoing.

1.11. “Management Fee” has the meaning set forth in Section 6.1 of the Agreement.

1.12. “Management Statement” has the meaning set forth in Section 8.5 of the Agreement.

1.13. “New Hires” means any employee that has not completed their labor union probationary period and has less than thirty (30) days of job experience after the end of the probationary period.

1.14. “Operating Account” has the meaning set forth in Section 6.4 of the Agreement.

1.15. “Operating Reserve” has the meaning set forth in Section 6.5 of the Agreement.

1.16. “Operator” has the meaning set forth in the Preamble.

Hudson River Park Trust Page 2 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement

1.17. “Parking Rates” means the parking rates detailed in Section 5.3 of the Agreement.

1.18. “Parking Revenues” means gross revenues, including without limitation, from parking fees, income, receipts, fees, proceeds and other forms of consideration or sums of any description, received or earned or derived by Operator from its management, maintenance and operations at the Garage whether directly or through any of its subtenants, sub-operators, occupants, concessionaires, licensees or vending, token or coin machine operators. Notwithstanding the foregoing, the Parking Revenues shall not include any transaction fee arising from third party aggregators.

1.19. “Parking Tax” means the parking tax described in Section 13.16 of the Agreement.

1.20. “Site” has the meaning set forth in the Recitals.

1.21. “Term” means the period of time commencing on the Commencement Date and expiring on the Expiration Date as provided in Section 3.1 of the Agreement.

1.22. “Uncollected Tickets” means those tickets that are issued by a ticket issuing machine at the Garage and are:

Missing and not associated with a lost ticket form completed by the customer; Missing and not associated with reported acts of intentional theft involving breaking of gates, or assault of a cashier; or Missing and not as a result of an emergency situation such as fire, chemical spill, collapse, acts of terrorism, police action, etc.

2. ENGAGEMENT

2.1. The Trust hereby engages the Operator, and the Operator hereby accepts engagement by the Trust, to manage, maintain and operate the Garage as a parking facility in accordance with the terms and conditions set forth herein.

2.2. The Operator shall provide all personnel necessary for the proper management, maintenance and operation of the Garage, including without limitation, off-Site executive and supervisory personnel.

2.3 The Operator shall maintain a full complement of on-site staff as set forth in Appendix G. All on-site staff on vacation, holiday, or other benefit days off shall be replaced by similarly trained and competent replacement staff that shall be paid at straight-time (no overtime) hours. The sole exception to this

Hudson River Park Trust Page 3 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement requirement is for replacement staff that replace on-site staff for a one (1) day illness.

2.4 The duties and obligations of the Operator include, without limitation:

2.4.1 The timely collection and remittal of Parking Revenues as provided in Section 6.2 of the Agreement and the payment of Costs of Operations as provided in Section 8.1 of the Agreement; 2.4.2 The “Certain Garage Duties and Obligations of Operator” detailed in Appendix B of the Agreement; 2.4.3 Enforcing applicable warranties for goods and services procured by the Operator for the Garage and maintaining updated copies of all warranties; 2.4.4 Optimizing the effectiveness of the Garage revenue control systems; 2.4.5 Performing periodic parked vehicle inventories to identify any unauthorized, unidentified and/or unpaid vehicle within the Garage in accordance with established inventory and follow-up procedures, including but not limited to, the Memorial Day holiday weekend, Independence Day holiday weekend, Labor Day holiday weekend, and the weekend following Thanksgiving; 2.4.6 Produce a standard operations, procedure and audit manual (“SOPAM”) specifically tailored for the Garage within sixty (60) days of the execution of the Agreement for the Trust’s review and approval. Upon the Trust’s approval, the SOPAM shall be incorporated as an Appendix to the Agreement and the Operator shall comply with the procedures, schedules and other provisions set forth therein. 2.4.6.1 The Operator shall update the SOPAM as needed and as required by the Trust, but in any event no less than annually on the anniversary date of the Agreement, to address any substantive changes in the operations of the Garage, including but not limited to, changes in vehicle traffic patterns, PARCS Hardware/Software, or other substantive operational procedures, equipment or personnel practices that may affect the operation of the Garage. All updates shall be submitted to the Trust for its review and approval. Upon approval by the Trust, the Operator shall comply with the updated provisions of the SOPAM; and 2.4.7 The Operator shall maintain and improve, as appropriate, the Pier40Parking.com website to ensure that the website provides, at a minimum, information about rates, available spaces, monthly parker application, Manhattan Resident Tax exempt application, and other pertinent customer information.

Hudson River Park Trust Page 4 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 2.5 The Operator shall submit the reports detailed in Appendix I detailing various vehicle counts on a monthly, daily and hourly basis, as well as other operational information.

2.6 The Operator shall submit all the reports in the form and by the date required under the Agreement and as provided in Appendix I; otherwise, the Trust shall deduct from the Management Fee such amount set forth in Appendix K for the month that the particular report(s) are not timely submitted or incomplete.

2.6.1 Notwithstanding the above, the Operator shall submit the missing/late report(s) with the subsequent month’s Management Statement (as defined in Section 8.5 of the Agreement). If the Operator fails to submit the missing/late report(s), the Trust shall enforce the default provisions in Section 21 of the Agreement.

2.7 Notwithstanding anything contained herein to the contrary, the Operator shall not wash, perform maintenance, and/or repair vehicles within the Garage.

3 TERM OF AGREEMENT

3.1 The term of the Agreement (“Term”) shall commence on January 1, 2021 (“Commencement Date”), and shall end on March 31, 2025, unless extended or sooner terminated by either Party in accordance with the provisions hereof (“Expiration Date”).

3.2 At the Trust’s sole and absolute option, the Agreement may be renewed for two successive two-year periods (“Extension Period(s)”).

3.3 Any (or each) election of Extension Period by the Trust shall be confirmed in a written notice from the Trust to the Operator not less than sixty (60) days prior to the commencement of such Extension Period.

3.3.1 During any (or each) Extension Period, the Agreement shall be extended on the same terms and conditions as are set forth herein, provided however, the Trust and Operator may modify the terms and conditions of the Agreement upon mutual agreement as set forth in writing as an amendment to the Agreement.

3.4 If the Commencement Date or the Expiration Date is not on the first day of the month, then any amounts payable on a monthly basis shall be pro-rated according to the number of remaining days for that partial month.

Hudson River Park Trust Page 5 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 4 STAFF

4.1 The Operator shall employ a sufficient number of trained, honest, competent, and courteous personnel capable of managing, maintaining, and operating the Garage in accordance with the terms and conditions hereof.

4.1.1 The approved staffing schedule is provided in Appendix G. 4.1.2 Job descriptions and qualifications of the Operator’s management personnel responsible for the Garage operations are provided in Appendix H.

4.2 The Operator shall screen all Garage staff prior to their assignment at the Garage and shall employ, discipline, discharge, promote, and direct the Garage staff in the performance of their duties.

4.2.1 The costs of screening, hiring, and training Garage staff are Expenses of the Operator and not Costs of Operations. 4.2.2 Initial and any periodic drug screenings of the Garage staff are Expenses of the Operator and not Costs of Operations. 4.2.3 The Operator shall provide an annual certification providing that all Garage staff have a valid state driver’s license and that said license is not expired, revoked, or suspended.

4.3 Operator shall cause Garage staff to wear neat and clean uniforms as approved by the Trust; Trust approval shall extend to the type and quality of the uniform and the name(s) to be displayed on the uniform.

4.3.1 The Garage staff’s first name and “Pier 40 Parking Garage” (or other location-specific identification, as agreed upon) shall be prominently displayed on outerwear and/or shirts of the Garage staff to be visible to customers. 4.3.2 The Garage staff shall wear ANSI ll or better vest/shirt/jacket over their uniform at all times when working in the Garage (not required when working in the parking office). 4.3.3 Uniforms for “floor” employees will consist of five (5) short sleeve shirts, five (5) long sleeve shirts, four (4) pants, two (2) 3-season jackets, one (1) ANSI ll rain jacket and pants, one (1) winter parka which should last for at least two winter seasons, and any other uniform, hats or shoes subject to Trust approval. 4.3.4 Uniforms for management employees (i.e., “Foreman” a/k/a “MODs”, “Facility Manager”) will consist of five (5) short sleeve collared business shirts with no pockets, five (5) long sleeve collared business shirts no pockets, four (4) slacks, two (2) blazers, three (3) ties, one (1) ANSI ll rain jacket, one (1) ANSI II pants, and one (1) winter parka which should last for at least two winter seasons and any other uniform or apparel subject to Trust approval.

Hudson River Park Trust Page 6 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 4.3.5 Inappropriately attired Garage staff shall not be permitted to work their shift. The Operator shall affect an immediate remedy either through provision of appropriate uniform(s) or the replacement of such Garage staff. 4.3.6 Lost uniform charges are Expenses of the Operator and not Costs of Operations.

4.4 The number of persons employed at the Garage shall be satisfactory to the Trust as initially provided in Appendix G, and, subject to applicable collective bargaining agreements, shall be increased or decreased as required by the Trust.

4.4.1 The Operator must, at a minimum, provide the staff detailed in Appendix G; otherwise, the Trust shall deduct from the Management Fee such amount set forth in Appendix K of the Agreement.

4.5 The Operator must provide a Senior/Area/Operation Manager, Facility Manager or Foreman at the Garage at all times unless otherwise approved by written authorization provided by the Trust to the Operator.

4.5.1 Historically, the Garage has been staffed on Thanksgiving Day, Christmas Day, and New Year’s Day without a Facility Manager. The Trust will not require Facility Manager presence on such aforementioned days unless a significant event is scheduled for any of those particular holidays that could affect operations at the Garage. All other Garage staff scheduled to work on these holidays shall report to work.

4.6 The Operator shall negotiate, obtain, maintain and comply with all labor union agreements applicable to the Garage staff.

4.7 All Garage staff salaries/wages, and any other fringe benefits not covered by collective bargaining agreements are subject to the advanced written approval of the Trust.

4.8 The Operator must provide trained and experienced Garage staff, including qualified management staff as provided in Appendix H. New Hires are not acceptable. Garage staff shall be paid at a rate not less than the greater of the Trust-approved wage schedule set forth below or the wages set by the governing collective bargaining agreement. The Trust-approved wage schedule below may be modified by the Trust upon notice to the Operator. Upon the Commencement Date the Trust-approved wage schedule shall be:

4.8.1 $16.00 hourly wage for Attendant/Janitorial staff. 4.8.2 $16.00 hourly wage for Valet staff.

Hudson River Park Trust Page 7 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 4.8.3 $18.00 hourly wage for Office Clerk staff. 4.8.4 $20.00 hourly wage for Attendant/Handyman staff. 4.8.5 $22.00 hourly wage for Foreman staff. 4.8.6 $33.65 hourly wage for Facility Manager. 4.8.7 The cost for the Senior Manager is included in the Management Fee.

4.9 The Operator shall not provide valet parking services unless as directed in writing by the Trust.

4.10 The Operator shall not be paid for Garage staff overtime except as provided in Appendix G or unless (i) the Operator receives advanced written authorization from the Trust for the particular overtime request or (ii) for a Garage emergency or system failure. The Operator must provide written notice to the Trust within twenty-four (24) hours of any Garage emergency or system failure in order to receive payment for such overtime.

4.11 Operator shall direct Garage staff to take time off for all earned vacation and/or benefit days. The Trust will not reimburse Operator if it allows Garage staff to receive any monetary compensation in lieu of unused earned vacation and/or benefit days.

4.12 The Trust will recognize the Garage staffs’ date of hire with the Operator when computing vacation/benefit accruals. However, the Trust will only reimburse the Operator for those portions of Garage staffs’ vacation/benefit accruals that were earned during their assignment to the Garage.

4.13 All vacation/benefit days shall be paid in eight (8) hour increments and shall be reimbursed to the Operator on a pro-rata share based upon the Garage staff’s service time at the Garage, but only after the Garage staff’s accrued hours are taken.

4.14. The Operator shall not recruit, solicit, or transfer any Garage staff to another facility for six (6) months before or following the expiration date of the Agreement without the advance written permission of the Trust, which the Trust shall not unreasonably withhold.

Hudson River Park Trust Page 8 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 4.15. The Trust may interview and approve any employee sponsored by the Operator to fill the Facility Manager, Foreman, or Clerk’s position, with such approval not to be unreasonably withheld. All such candidates must comply with the qualifications cited in Appendix H.

4.15.1. The proposed Facility Manager, ______, shall not be transferred, suspended, replaced or terminated by the Operator from the Garage during the Term of the Agreement without the prior written approval of the Trust. 4.15.2. Within 60 days of assignment to the Garage, all Facility Managers and Foreman must complete the OSHA ten (10) hour construction training and thirty (30) hour general industry training for CFR 1910 and 1926 compliance (“OSHA Training”). OSHA Training may be found online at http://www.oshaeducationcenter.com/index.aspx. All OSHA Training shall be completed by the Facility Managers and Foreman during non-scheduled work hours. The Operator shall be reimbursed by the Trust for the cost of the OSHA Training and for the staff hours expended to complete the OSHA Training upon the Operator’s submission of the certificate(s) of completion and course receipts to the Trust. 4.15.3. Within 60 days of assignment to the Garage, all Facility Managers and Foreman must complete the American Red Cross Adult First Aid/CPR/AED class (“Red Cross Training”). The Red Cross Training classes may be scheduled and found online at: http://www.redcross.org/take-a-class?loggedIn=false. All Red Cross Training shall be completed by the Facility Managers and Foreman during non-scheduled work hours. The Operator shall be reimbursed by the Trust for the cost of the Red Cross Training and for the staff hours expended to complete the Red Cross Training upon the Operator’s submission of the certificate(s) of completion and course receipts to the Trust.

4.17. The Operator shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, gender identity or expression, sexual orientation, national origin, age, disability, military status, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status pursuant to Article 15 of the Executive Law (also known as the Human Rights Law) and all other New York State, City and Federal statutory and constitutional non-discrimination laws. The Operator shall conspicuously post all non-discrimination notices regarding employment opportunities at the Garage that are provided to the Operator by the Trust. The Operator shall expressly state in all advertisements for employment posted at the Garage, or on the Operator’s website, that it is an equal opportunity employer.

4.18. In addition and without limitation to the Trust’s rights and remedies at law, in equity, and/or pursuant to the Agreement, if the performance or conduct of

Hudson River Park Trust Page 9 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement the Operator (or Garage staff), in the Trust’s sole and absolute discretion, is not reasonably satisfactory to the Trust, the Operator (and/or Garage staff) shall make all good faith efforts to improve such performance and/or conduct as directed by the Trust; otherwise, the Trust, at its sole and absolute discretion, may remove the Operator (by termination of the Agreement) and/or have the Operator remove or reassign the offending Garage staff, subject to applicable federal, state and local employment laws and any governing collective bargaining agreements.

5. HOURS OF OPERATION AND PARKING RATES

5.1. The Garage shall be operated, continuously open and available to the general public for parking twenty-four (24) hours per day, seven days per week unless otherwise directed by the Trust in writing.

5.2. The Trust may, in its sole and absolute discretion, limit parking in designated areas of the Garage or otherwise restrict parking during certain days and hours, and the Operator shall comply with any such limitations. In the event that the Trust limits parking on a long-term or permanent basis, the IMF Threshold shall be proportionally adjusted to account for the number of reduced or added parking spaces.

5.3. The management and operation of the Garage requires the application of different parking rates for different parking uses, different parking areas, and for different periods of time (“Parking Rates”), each as set forth in Appendix C or as otherwise approved in writing by the Trust.

5.4. The Operator shallevery quarter starting January 1st, perform a rate survey of competing parking facilities within a fifteen (15) block radius of the Garage as set forth in Appendix A, including the area surrounding the Battery Garage, Battery Park City and any other specific facilities as directed by the Trust. Rate survey shall also include online rates offered by the competing parking facilities as set forth in Appendix A. The Operator shall summarize its finding and propose changes to the Parking Rates, if any, in a memo to the Trust based upon this survey.

5.5. The Trust may accept, alter or reject such recommended changes to the Parking Rates.

5.5.1. Any modifications of the Parking Rates shall be subject to all applicable laws, ordinances and regulations. 5.5.2. The Operator shall timely implement all modifications and obtain all governmental approvals necessary for such modifications upon its written receipt of the Trust’s approval for such modifications.

Hudson River Park Trust Page 10 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 5.5.3. The Trust shall deduct from the Management Fee such amount set forth in Appendix K of the Agreement if the Operator fails to timely compile and submit the above reference surveys and/or fails to timely implement the Trust-approved modifications to the Parking Rates.

6. MANAGEMENT FEE, DEPOSIT OF PARKING REVENUES AND PAYMENT TERMS

6.1. The Operator shall be paid the management fee cited in Appendix D for each applicable year of the Term or Extension Period of the Agreement (“Management Fee”). The Trust shall pay the Management Fee in equal monthly installments and shall fund the Operating Account in accordance with this Section 6. 6.2. The Operator shall deliver all cash Parking Revenues to the Trust’s finance department on a daily basis by not later than 12:00 PM of the following Business Day. 6.3. Trust is the merchant of record and shall arrange for the collection of all credit and debit card Parking Revenues. 6.4. The Operator shall open and maintain a federally insured sub-account (“Operating Account”), which shall be maintained separately from the Operator’s personal and/or other accounts. All Operating Account deposits shall be held in trust for the benefit of the Trust. 6.5. The Operator shall draw on the Operating Account to pay the Costs of Operations. The Trust has deposited a sum equal to $DDD,DDD.cc (the “Operating Reserve”) representing approximately seventy-five (75) days of the annual estimated Costs of Operations to the Operating Fund to fund the initial Costs of Operations and to offset the cost of government-mandated Parking Taxes. The Operating Reserve may be adjusted from time to time upon the Trust’s approval of a new Budget in accordance with Section 9.7. 6.6. Within thirty (30) days after receipt of the Operator’s monthly Management Statement (submitted pursuant to Section 8.5 hereof), the Trust shall:

6.6.1. Fund the Operating Account with the amount expended by the Operator for the Costs of Operations for the prior month, and 6.6.2. Pay the Operator the monthly installment of the Management Fee subject to any deductions as set forth in Appendix K for the Operator’s non-performance. If the Trust fails to make the monthly Management Fee payment to the Operator within 30 days after receipt of the Operator’s monthly Management Statement, then: 6.6.2.1. The unpaid amount shall bear interest at the rate of one percent (one point) above the prime rate as disclosed in the Wall Street Journal on the last working day of the calendar month in question; and 6.6.2.2. The Operator may terminate the Agreement upon a written notice of one hundred twenty (120) days to the

Hudson River Park Trust Page 11 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement Trust, without waiving or limiting any of its legal remedies (including the right to recover reasonable attorneys’ fees and any other expenses incurred, but excluding lost profits, consequential or special damages) which the Operator may pursue to collect the amount owed. Notwithstanding the foregoing, the Operator’s termination of the Agreement shall be deemed voided if the Trust pays the Management Fee, together with interest thereon, within such 30-day period. In addition, if the Trust fails to reimburse the Operator for any amounts the Operator is permitted to expend on the Trust’s behalf pursuant to the Agreement and, if such funds are not available in the Operating Account, within thirty (30) days after the date that the Operator sends a notice to the Trust detailing the amount of the expenditure and the right of the Operator to such reimbursement, the unreimbursed amount shall bear interest at the rate of twelve percent (12%) per annum from such thirtieth (30th) day until the date such amount is paid to the Operator.

6.7. The Agreement is intended to be construed as a management agreement and not a lease. However, if any applicable governmental authority determines that for the purpose of commercial rent tax, the Agreement should be construed as a lease, and that commercial rent tax is due, then the amount of such tax will be deemed Costs of Operations.

7. INCENTIVE MANAGEMENT FEE

7.1. The Trust shall pay an Incentive Management Fee (“IMF”) to the Operator in addition to the Management Fee. The purpose of the IMF is to incentivize the Operator to take measures to increase Parking Revenues and control Costs of Operations so as to increase the NOI (hereafter defined).

7.2. Net Operating Income (“NOI”) is defined as income comprised of Parking Revenues (subject to the exclusions set forth below) less the Costs of Operations and the Management Fee and before any capital expense cost is deducted.

7.3. The following revenues are excluded from the IMF calculation:

7.3.1. All parking revenues received through third party parking aggregators, marketing firms, or websites that the Trust has directly contracted with (e.g., ParkWhiz, Inc., Parking Panda Corporation, Spot Hero, etc.), but excluding revenue received through third party parking aggregators contracted through Operator; and

Hudson River Park Trust Page 12 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 7.3.2. All parking revenues generated from parking agreements initiated or caused to enter into by the Trust (e.g., OSHA, Department of Labor, Homeland Security, Hornblower Cruises, and any other group accounts as may be added by The Trust) rather than the Operator. Group parking accounts initiated or caused to be created by the Operator, and other parking revenue generated through the website or other marketing efforts of the Operator, shall not be excluded from the IMF calculation.

7.4. The IMF shall be based upon an established monetary increase over the adjusted NOI set forth in the annual Budget (Appendix F), as amended for each year of the Agreement including any Extension Periods (“IMF Threshold”). The Operator shall receive XX% of the amounts in excess of the IMF Threshold for each year of the Agreement and for any Extension Periods.

7.5. The Trust is under no obligation to make IMF payments to the Operator if the Operator is in breach of the terms and conditions of the Agreement beyond any applicable notice and cure period.

7.6. Within ninety (90) days of the end of each agreement year, and at the same time as submittal of the Certified Annual Financial Statement (as defined below), Operator shall submit to the Trust for its review and approval an annual statement for the IMF (the “IMF Statement”). The IMF Statement shall be certified as accurate and complete by an officer of the Operator. Included as part of the IMF Statement, Operator shall provide a final calculation of the IMF due to Operator for previous year. The provisions of this paragraph shall survive the expiration or sooner termination of this Agreement.

7.7. The Trust shall pay the IMF on an annual basis within sixty (60) days of receiving the IMF Statement, provided however if the Trust shall determine that the IMF Statement is inaccurate or incomplete, the Operator shall resubmit a corrected IMF Statement and the Trust’s payment obligation shall run from the date of approval of such resubmitted IMF Statement.

8. COSTS OF OPERATIONS, EXPENSES OF THE OPERATOR, AND OPERATOR’S ITEMIZED STATEMENTS

8.1. Costs of Operations shall include, but are not limited to, the costs, fees and expenses incurred and paid by the Operator (but funded by the Trust) for the following:

8.1.1. Payroll of Garage staff as provided in Appendix G and Section 4 of the Agreement;

Hudson River Park Trust Page 13 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 8.1.2. Payroll taxes and Workers Compensation documented annually calculated at the rate for “Parking Operations” (Class 8392) as developed and adjusted periodically by the National Council of Compensation Insurers (NCCI) for the State of New York and applied to the total payroll; 8.1.3. Labor union health and welfare employee benefits; 8.1.4. Documented retirement, pension, or 401(k) contributions; 8.1.5. Non-structural repairs and janitorial maintenance, sweeping, and cleaning; 8.1.6. Charges for insurance (other than worker’s compensation) in accordance with Section 14 and Appendix L of the Agreement, provided, however, that if such insurance is maintained pursuant to blanket policies, then the charges shall be fair and reasonable, allocable to the Garage as if the Garage was the only property covered by such insurance, determined according to the rates published by the insurance rating organization having jurisdiction over the Garage, and in no event shall such charges exceed the amounts set forth in the Trust-approved Budget; 8.1.7. Costs of third party claim settlements as approved by the Trust (including court appearance fees and reasonable legal fees and costs of processing, administering and investigating claims) to the extent that the Operator is entitled under the Agreement and that are not reimbursed by insurance carried under Section 14 and Appendix L of the Agreement; 8.1.8. Supplies; 8.1.9. Uniforms; 8.1.10. Equipment; 8.1.11. Pest and rodent exterminator services; 8.1.12. Long distance telephone charges that are solely related to the operation of the Garage are acceptable as Costs of Operations, including: 8.1.12.1. Long distance telephone charges originating from the onsite Garage office and the Operator’s home office or its affiliates; 8.1.12.2. Long distance telephone charges originating from the on-site Garage office to vendors, consultants, and approved others. 8.1.13. Professional services approved by the Trust; 8.1.14. Licenses and permits; 8.1.15. Marketing services approved by the Trust; 8.1.16. Signage approved by the Trust, except that the Operator’s name or logo shall not appear on any sign other than as/where specifically required by law; 8.1.17. Security guard services to the extent required by the Trust and contracted for by the Operator;

Hudson River Park Trust Page 14 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 8.1.18. Bank charges for the Operating Account referenced in Section 6 of the Agreement and not incurred as the result of the malfeasance or misfeasance of the Operator; 8.1.19. The cost of any insurance policies (including deductibles) required under Section 14 and Appendix L of the Agreement; 8.1.20. Reasonable deposit and related processing or service fees (not including charges or other processing or service fees associated with credit card reversals where the Operator failed to respond and/or challenge a credit card charge reversal, refund or credit card charges directly related to the negligence of the Operator in posting a charge); 8.1.21. Purchases, improvements, repairs and replacements as directed by the Trust; and 8.1.22. Parking Taxes and all other sales taxes or other charges required to be remitted to any governmental agency.

8.2. “Expenses of the Operator” shall include:

8.2.1. The expenses set forth in Appendix E and referenced in the Agreement. 8.2.2. The costs, fees and expenses incurred by the Operator or the Trust as a result of breach of the Agreement by the Operator or by the negligence or other wrongful conduct of The Operator or its directors, officials, employees, agents, or contractors.

8.3. Expenses of the Operator shall be paid by the Operator from its own funds, and no portion of the Parking Revenues shall be allocated to the payment of the Expenses of the Operator. Notwithstanding any other provisions or definitions contained in the Agreement, Expenses of the Operator shall not be part of the Costs of Operations.

8.4. The Operator shall pay, when due and payable, all Costs of Operations out of the Operating Account. The Operator may transfer funds from the Operating Account to the Operator’s payroll account for payroll expenses. The Operator shall pay all charges and fees associated with the operation of the Garage on a timely basis so as to avoid the imposition of interest or penalties. Any such imposition of interest or penalties shall be paid as Expenses of the Operator.

8.5. The Operator shall submit an itemized monthly and year-to-date Management Statement to the Trust, (“Management Statement”) certified in writing by the regional accounting manager of the Operator on or before the fifteenth (15th) day of the succeeding month, which shall include the Parking Revenues for the prior calendar month, monthly and year-to-date comparison of revenue and percentage variance to previous year, and shall itemize:

8.5.1. All expenses that constitute Costs of Operations,

Hudson River Park Trust Page 15 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 8.5.2. Payroll reports for individual employees; 8.5.3. Copies of paid invoices for items or services delivered to or furnished at the Garage by third-party contractors; 8.5.4. Any Trust approved expenses partially paid or prepaid, to the extent paid; 8.5.5. A statement containing line items for individual expenditures and of the total amount of Costs of Operations paid out of the Operating Account for the subject month; 8.5.6. A statement of available parking spaces at the Garage and the Management Fee applicable for the subject month; 8.5.7. In addition to the monthly and year-to-date statements submitted to the Trust, the Operator shall also submit a copy of the bank statements and a monthly and yearly reconciliation of the Operating Account indicating all payments from, and deposits to, the Operating Account.

8.6. In the event the Management Statement is delivered after the 20th of the month, the Trust shall deduct from the Management Fee such amount set forth in Appendix K of the Agreement for the month that the Management Statement is not timely submitted or incomplete

9. CONTROLLING COSTS OF OPERATIONS AND BUDGET APPROVALS

9.1. All Garage purchases made by the Operator are subject to the limitations set forth in this Section 9 and elsewhere in the Agreement.

9.2. The Operator shall carefully control the Costs of Operations to minimize such costs.

9.3. The Operator shall obtain the prior written approval of the Trust before incurring any Costs of Operations (including professional services) in excess of One Thousand Five Hundred Dollars ($1,500.00).

9.3.1. Notwithstanding the preceding limits, the Trust-approved Budget shall not constitute the Trust’s pre-approval of the line items listed as Costs of Operations in the Budget. 9.3.2. The Operator may expend funds for Emergency costs without the Trust’s prior approval if the Operator does not have sufficient time to obtain such prior approval under the circumstances; provided however, that the Operator shall notify the Trust in writing as soon as possible, but in all instances within twenty-four (24) hours with respect to such Emergency. The Trust shall deposit additional funds into the Operating Account to fund the Emergency costs if there are insufficient funds in the Operating Account to pay the Emergency costs.

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9.4. All discounts for supplies and equipment purchased by the Operator for the Garage shall be passed through to the Trust and indicated in the monthly Management Statement.

9.5. The Operator shall not mark-up supplies and/or materials that are maintained in inventory at the Operator’s local or regional supply deposit facility that are intended to be used for the Garage.

9.6. All non-consumable items purchased by the Operator for the Trust valued at one hundred dollars ($100.00) or greater, and/or any tools or office equipment that can be removed from the Garage, must be identified and registered with a numbered Trust inventory control decal when such items are (i) invoiced for reimbursement in the Management Statement and (ii) tracked by the Operator on an inventory control database. The Operator shall make the inventory control database available to the Trust upon written notice of the Trust’s request.

9.7. No later than November 15th prior to the annual anniversary of the Commencement Date (including any Extension Periods), the Operator shall provide the Trust with a detailed Budget for the subsequent Agreement year. The Budget shall be prepared on a monthly basis for a one (1) year period or such lesser period as the Extension Period may comprise with starting month being April 1st The Trust may modify the Budget with the Operator. Thereafter, upon written approval by the Trust, the Operator shall implement the Budget. The Budget may be revised or amended in the course of any year of the Term upon agreement by the Operator and the Trust.

9.8. If in the course of any year the actual operating expenses for a particular line item are expected to exceed the amount allocated for that particular line item in the Budget, such increased line item shall require the Trust’s prior approval. Thereafter, the Operator and Trust shall agree on a revised Budget to include the increased line item.

9.8.1. Further, if the Costs of Operations noted in the Management Statement exceed the monthly budgeted estimates for three (3) consecutive months or if the Trust believes that the yearly Budget is inaccurate, the Trust may, at its sole and absolute discretion, require the Operator to submit a revised Budget for the remainder of such Agreement year for the Trust’s review and approval. In addition, within twenty (20) days after the end of each Agreement year, the Operator shall provide the Trust with analyses of actual income and expenses as compared to the estimated amounts in the Budget.

9.9. The Budget for the first year of the Term is set forth in Appendix F.

Hudson River Park Trust Page 17 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 10. COMPLIANCE WITH LAWS

10.1. The Operator covenants that it will comply with all federal, state and municipal laws, ordinances, orders, rules and regulations (“Laws”) (including without limitation, those imposed upon the Operator and the Trust) pertaining to the Garage and the maintenance and operation of the Garage, including, without limitation, Laws relating to sanitation, fire code, environmental conditions, Hazardous Materials, equal employment opportunity, labor Laws of the City and State of New York and various acts amendatory and supplementary thereto, and Federal, state and municipal tax and withholding laws and the Hudson River Park Act; provided, that, with respect to environmental conditions or Hazardous Materials, nothing contained herein shall be deemed to impose on the Operator the costs of any clean-up or other mitigation obligation for any environmental liability(ies) arising out of events that existed prior to the Commencement Date or were otherwise not caused, permitted or exacerbated by the Operator.

10.2. Costs arising from, as well as compliance with, requirements imposed by applicable Laws with respect to, building code violations or Americans with Disability Act claims at the Garage or the Site, if any, or systems violations for which the Operator is not responsible, by express terms of the Agreement, shall be the Trust’s responsibility. Any other expenses incurred by the Operator by reason of compliance with this Section 10 shall be included as Costs of Operations; provided, however, that any violations, penalties, interests, fines, awards or settlements imposed upon the Operator or the Trust as a result either Party’s failure to comply with applicable Laws shall be paid by the Party responsible for such non-compliance. The financial provisions for bearing the cost of any such fines shall not absolve the Operator from liability for non-compliance with the Laws. All provisions required by Laws to be included in the Agreement shall be deemed to be included in the Agreement with the same effect as if set forth in full.

10.3. The Operator shall notify the Trust promptly of any inspections of the Garage by municipal, State and/or Federal authorities, and whenever possible, shall notify the Trust in advance of any scheduled inspections so that a representative of the Trust may be present. The Operator shall deliver copies of any violations to the Trust within five (5) days of receipt.

10.4. The Operator shall not maintain, manage or operate the Garage (nor shall the Operator permit or suffer the Garage or any part thereof to be used or occupied) for any unlawful, illegal, or hazardous business, use or purpose or in any way in violation of any of the Laws or in such manner as may make void or voidable any insurance then in force with respect to the Garage, the Site or any part thereof. Immediately upon the discovery of any such unlawful, illegal or hazardous business, use or purpose, the Operator shall take all necessary

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steps, legal and equitable, to compel the discontinuance thereof. The Operator shall not keep, or permit to be kept, anything in the Garage except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization and other authority having jurisdiction. If by reason of Operator’s failure to comply with the provisions of this Section 10, insurance premiums shall be increased, then the Operator shall pay the amount of such increase as Expenses of the Operator.

11. MAINTENANCE AND PURCHASE OF EQUIPMENT, AND SECURITY

11.1. The Operator shall not engage in any act or omission, nor permit any act or omission, that would undermine, make void or voidable any warranties then in force and effect with respect to any Garage operating equipment or any other goods or equipment in the Garage.

11.2. The Operator shall obtain a minimum of three (3) quotes/bids for the procurement of supplies, services, and/or equipment in excess of $750.00. Purchases over $1,500.00 shall, in addition to the minimum of three (3) quotes/bids, also require written approval by the Trust before a purchase is made.

11.3. At the direction of the Trust, Operator shall contract for the installation and maintenance of identified security equipment and/or contract for security services personnel to patrol the Garage as provided in Appendix B unless otherwise directed by the Trust.

11.3.1. The Operator, on behalf of the Trust and at its direction, may purchase security equipment or manned services from a third party subject to Trust approval. 11.3.1.1. At a minimum, security guard service shall be provided 16 hours a day from 4:00 pm to 8:00 am the following morning. 11.3.1.2. The Operator shall request an additional security guard for scheduled events that require parking for at least 65 vehicles. The Trust shall determine the schedule for the additional guard and shall make good faith efforts to notify the Operator of such request in advance of the event.

11.3.2. The costs of any approved security equipment and/or services shall be considered Costs of Operations and any such security equipment and security personnel services shall be the property or for the benefit of the Trust, rather than that of the Operator. 11.3.2.1. The Operator shall submit a copy of the “Guard Security Rounds Report” from the “Guard One Security System” (or successor security guard

Hudson River Park Trust Page 19 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement tracking system) along with the security invoice from the security guard contractor showing that a minimum of six (6) security rounds were completed in an eight (8) hour shift. The Operator shall not be reimbursed by the Trust for any incomplete Guard Security Rounds Reports unless the Operator documents that the security guard(s) was instructed by the Operator to perform a different security activity.

12. MAINTENANCE AND REPAIRS OF GARAGE

12.1. The Operator shall be responsible for ordinary maintenance and repair of the Garage and Garage equipment as set forth in Appendix B and shall pay for such ordinary maintenance and repair as Costs of Operations.

12.2. The Operator will consult and cooperate with the Trust with regards to maintenance and repair matters to maximize efficiency efforts.

12.2.1. The Operator’s professional staff may consult with the Trust for such services and such professional staff costs shall be included as Costs of Operations as approved by the Trust.

12.3. The Operator shall keep the Garage clean, neat, sanitary, orderly, and free of objectionable odors; and shall sweep any paved portions of the Garage regularly to remove dirt, garbage, rubbish, debris, and any other refuse.

12.3.1. The Operator shall comply with the details, schedules and performance standards set forth in Appendix B in the course of its maintenance and operation of the Garage. 12.3.2. If the Operator fails to perform to the objective performance criteria identified in Appendix B, the Trust shall deduct from the Management Fee such amount set forth in Appendix K of the Agreement.

12.4. Except as otherwise provided in Appendix B, the Operator is not required to provide ice and snow removal within or outside of the Garage. The Trust will separately arrange for such service for the ramps and within the parking areas of the Garage as well as areas outside of the Garage. The Operator shall acquire and use calcium chloride after the removal of snow and/or ice for those areas of Operator responsibility noted in Appendix B. The Operator shall endeavor to use Peladow Calcium Chloride Ice Melter for these services.

12.5. The Operator shall notify the Trust in writing within forty-eight (48) hours after Operator’s discovery of any occurrence that results in patent structural or exterior disrepair. The Operator shall continually update the Trust with a status

Hudson River Park Trust Page 20 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement report of those items that are the Operator’s responsibility under the Agreement.

12.6. The Operator shall make all repairs (as Expenses of the Operator) to the extent the need for such repairs is caused by the negligence or willful misconduct of the Operator. In the case of hazardous conditions or emergencies that are the Operator’s responsibility under the Agreement, the Operator shall immediately take reasonable steps to prevent property damage and personal injury.

12.7. The Operator shall provide the Trust with a written monthly report for those items that require repair and are the Operator’s responsibility, along with the estimated cost of the repair and completion status for those items (“Monthly Repairs and Maintenance Report”).

12.8. Except as otherwise provided in Section 17 of the Agreement, the Operator shall not be required to perform repairs to and replacements of structural components, unless such repair and replacement is due to the negligence or other wrongful conduct of the Operator or its directors, officials, employees, agents, or contractors. The Trust shall be otherwise responsible for repairs to, and replacement of, structural components of the Garage.

13. RECEIPTS, AUDITS, CASH DEPOSITS, DISBURSEMENTS AND CONTROLS

13.1. The Operator shall implement and maintain an adequate system of internal controls to record income and expenses (“Records”) satisfactory to the Trust.

13.2. The Trust, the New York State and City Comptroller Offices and the New York State Attorney General and any other person or entity legally authorized to conduct an examination (“Authorized Auditors”) shall have access to the Records during normal business hours at an office of the Operator within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State of New York, for the purposes of inspection, auditing and copying the Records. The Authorized Auditors shall take reasonable steps to protect from public disclosure any of the Records that are exempt from disclosure under Section 87 of the New York State Public Officers Law (“Statute”) provided that:

13.2.1. The Operator timely requests in writing that the Records in question not be disclosed; identify the requested Records in sufficient detail; and provide the reason why the Record should be exempt from disclosure under the Statute. Nothing contained herein shall diminish, or in any way adversely affect, the Authorized Auditors’ right to discovery in any pending or future litigation.

13.3. The Operator shall implement and maintain an accurate and efficient accounting system for receipts and maintain (in an office provided by the

Hudson River Park Trust Page 21 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement Trust) all electronic and hard copy Records pertaining to receipts and other records concerning the Garage operation, including, without limitation, monthly parking records, coupon and validation stamp sales and redemption records, cash register tapes, cashier reports, daily reports, bank statements, deposit slips and parking tickets. The Records shall be made available for examination and audit upon five (5) Business Days’ notice during the Term of the Agreement and for an additional six (6) year period from the Expiration Date (except for parking tickets, which shall only be stored for ninety (90) days).

13.4. The cost of producing the Records shall be Expenses of the Operator.

13.5. The Operator shall be liable for all Uncollected Tickets with the exception that the Operator may deduct .004 (or 0.4%) of the total number of issued tickets in the self-park area of the Garage, on a calendar month basis, from the number of Uncollected Tickets.

13.6. Uncollected Tickets in excess of 0.004 (or 0.4%) of the monthly ticket volume shall be paid by the Operator at the penalty rate of either the maximum all day posted rate or at the average dollar value of all tickets collected for that calendar month, whichever is the greater amount, which shall be recorded as Parking Revenues not subject to Parking Tax on the applicable monthly Management Statement.

13.7. Notwithstanding the foregoing, the Operator shall not be liable for Uncollected Tickets under this Section 13 to the extent that (i) non-collection is the result of an equipment failure not caused by the negligence of the Operator, (ii) the Operator made reasonable efforts to collect the tickets and associated revenues during the period of equipment failure, (iii) the Operator placed a timely service call for repair at the time of the equipment failure, and (iv) the equipment failure and subsequent service call was documented and reported to the Trust in writing within forty-eight (48) hours of the occurrence of the equipment failure.

13.8. The Operator shall not be liable for Uncollected Tickets resulting from acts of nature, power failure, riots, insurrection or terrorism that has direct impact to the Garage

13.9. The Operator shall maintain continuous audit control of parking receipts and associated accounts receivable. Parking cashiers shall validate and confirm the parking ticket amount subject to collection with the amount actually collected by the parking cashier. The Operator shall audit one hundred (100%) percent of the parking transactions posted by each Garage staff on a daily basis as identified below:

13.9.1. All manual transient transactions.

Hudson River Park Trust Page 22 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 13.9.2. All validations manually entered by Garage staff. 13.9.3. All refunds, transient and/or to monthly customers. 13.9.4. All account balance adjustments for individual or group house accounts. 13.9.5. All access card exceptions including but not limited to, area, expired, limit, nest, pass back, time zone, void, and unpaid. 13.9.6. All lane alarm exceptions including but not limited to back out tickets, dupe bars, gate down auto use, gate up auto use, manual gate close, manual gate open, manual ticket issue, no tickets, remote open, system error, terminal power off, terminal power on, ticket not taken, and TSR communication malfunctions.

13.10. The Operator’s manager or other properly qualified Garage staff that is not a cashier shall perform such auditing.

13.10.1. A record shall be kept of the audited daily parking transactions including the name of the person that performs the audit. 13.10.2. The daily audited report shall be made part of the monthly Management Statement.

13.11. The Operator shall perform at least one (1) random total operational field audit during each year of the Term of the revenue for a calendar month; Transient, Monthly, Events, Accounts Receivable, Tickets Issued vs Tickets collected and Payroll. A report summarizing the results of each audit shall be promptly submitted to the Trust upon completion of each such audit.

13.12. In addition to and without limiting any other reporting requirement set forth in the Agreement, the Operator shall, at its sole cost and expense, perform an annual financial statement certified by an officer of the Operator as being in accordance with the good industry accounting practices and summarizing the fiscal operations of the Operator for the previous year with regard to the Operator’s management, maintenance and operation of the Garage (“Certified Annual Financial Statement”). The Certified Annual Financial Statement shall be submitted to the Trust no later than ninety (90) days after the close of each Term of the Agreement including any Extension Periods. The Certified Annual Financial Statement should be in a format consistent with the format of the monthly Management Statement detailed in Section 8 of the Agreement.

13.13. The Operator warrants and agrees that it shall deposit all cash revenues collected by Operator in accordance with Section 6 hereof and to properly expend the funds deposited in the Operating Account to pay for the Costs of Operations; provided however, that this warranty shall not extend to any losses due to:

Hudson River Park Trust Page 23 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 13.13.1. An occurrence covered by Comprehensive Crime Insurance (as required to be provided by the Operator pursuant to Section 14 and Appendix L), to the extent that the Operator collects under the particular policy (but only to the extent that the Operator remits the Trust’s proper share of such recovery to the Trust); and 13.13.2. Deposits in the custody of a bank, to the extent that such losses are not recovered by the Operator or the Operator’s affiliates under applicable deposit insurance and provided that the Operator remits the Trust’s proper share of any recovered deposits.

13.14. The Parking Revenues must be deposited (or credited) directly into the Revenue Account; accordingly, the Trust shall timely fund the Operating Account with an amount sufficient to pay all applicable sales, parking or similar taxes on the Parking Revenues (collectively, “Parking Tax”), subject to the Operator’s obligation to collect and remit such taxes to the Revenue Account in accordance with Section 23.1 hereof. Except as provided in Section 13.18 below, the Trust shall pay for any liability (including, without limitation, all penalties and reasonable attorney’s fees) imposed upon the Operator as a result of the Trust’s failure to fund the Operating Account with an amount sufficient to pay any Parking Tax due to taxing authorities. The Operator shall timely remit the Parking Tax to the applicable tax authorities and, except where the Trust has failed to fund the Operating Account as aforesaid, the Operator agrees to fully indemnify, defend and hold harmless the Trust from and against any and all costs, expenses, fees (including, without limitation, reasonable attorneys’ fees), damages, fines, penalties, judgments, and causes of action arising from or in connection with:

13.14.1. Operator’s failure to prepare Parking Tax filings; 13.14.2. Operator’s negligence in preparing Parking Tax filings; 13.14.3. Operator’s failure to collect the Parking Tax; 13.14.4. Operator’s failure to remit cash Parking Revenues (including all applicable Parking Tax) to the Trust; 13.14.5. Operator’s failure to charge credit and debit card customers for the amount of credit or debit card Parking Revenues (including all applicable Parking Tax) on the payment accounts maintained by the Trust with the applicable credit card and/or debit card companies for such purpose; or 13.14.6. Operator’s failure to pay any Parking Tax promptly after receipt of Operating Account funding for the applicable Parking Tax.

13.15. The Operator shall prepare the filings for the Parking Tax in a timely manner and promptly after receipt of copies of such filings, the Trust shall fund the Operating Account with the amount of any Parking Tax shown to be due in such filings, to the extent that the Operator has collected such Parking Tax and has remitted the same to the Revenue Account.

Hudson River Park Trust Page 24 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 13.16. The Operator shall implement and maintain, at its New York office, an accurate and efficient accounting system for disbursements. Such system shall evidence all monies disbursed by the Operator with respect to the management, maintenance and operations of the Garage and shall indicate which disbursements constitute Costs of Operations within the meaning of Section 8 of the Agreement. All records pertaining to disbursements shall be maintained by the Operator at its New York office for the period of time that such records are preserved in accordance with Section 13 hereof and shall be available to the Authorized Auditors and their representatives for examination and audit on ten (10) Business Days’ notice.

13.17. In addition to the obligations previously described, the Operator shall:

13.17.1. Maintain a supplies inventory control; and 13.17.2. Submit a written report to the Trust of each bodily injury claim or potential claim and each property damage claim arising from the operation of the Garage, within twenty-four (24) hours after the incident occurred or reported.

13.18. The Trust may conduct audits of the books and records of the Garage operations. The Operator shall cooperate with the Trust and its auditors and the Operator shall receive a copy of the audit report. If the audit discloses a discrepancy between the amounts properly payable to either the Trust or the Operator pursuant to the Agreement, the appropriate party shall reimburse the other within ten (10) days of written notice. The Operator shall indemnify the Trust against any monetary damages which it may suffer by reason of:

13.18.1. Operator’s failure to deposit all cash Parking Revenues in the Revenue Account as required herein; or 13.18.2. Operator’s misdirection of credit card and/or debit card Parking Revenues into accounts maintained by the Operator or other than as arranged between the Trust and such credit and/or debit card companies.

13.19. In addition, if the Trust’s audit demonstrates that the annual or annualized Costs of Operations previously reported by the Operator are less than the annual or annualized Costs of Operations disclosed by the audit by more than two percent (2%), then the Operator shall pay the auditor’s reasonable fee as Expenses of the Operator.

13.20. The Trust’s right to audit shall survive the termination or earlier expiration of the Agreement for the period of time that such records are preserved in accordance with Section 13 hereof, provided that the Trust shall reimburse the Operator for the actual reasonable out-of-pocket costs of such audit other than as set forth above.

Hudson River Park Trust Page 25 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 13.21. Within forty-five (45) days after the Expiration Date, the Operator shall perform a final accounting that will cover the Term of the Agreement. The Operator shall use best efforts to address the issues, if any, raised by the Trust with respect to the matters set forth in such final accounting.

14. INSURANCE

14.1. The Operator shall purchase and maintain throughout the Term the insurance required under Appendix L and shall provide the Trust with certificates of insurance (“COI” or “COIs”) for the insurance policies required hereunder evidencing compliance with all requirements contained in the Agreement. Such COIs shall be of form and substance acceptable to Trust.

15. INDEMNIFICATION

15.1. Except as described in Section 15.2 below and for those costs, fees and expenses that are Costs of Operations, the Operator shall defend, indemnify and hold the Trust, the State of New York, the City of New York, and their respective offices, departments, agencies, agents, employees, officials and officers (collectively, the “Indemnities”) harmless from and against any and all actions, claims, judgments, fines, losses, costs, fees, expenses, damages and liabilities of every kind (including without limitation reasonable attorneys’ fees) (collectively, “Claims”) incurred by, imposed upon, brought or asserted against any of the Indemnities by reason of Claims of third parties and attributable to: (i) the willful misconduct or negligence of the Operator, and/or its agents, servants, employees, contractors or, others under the Operator’s control (collectively, the “Operating Party”) and/or (ii) the Operating Party’s management or maintenance of the Garage or to any of its activities or operations at, in or about the Garage, including, without limitation by specification, those Claims arising from, relating to or in connection with accidents resulting in or contributing to property damage, and/or injury or death to any person. The Trust shall defend, indemnify and hold harmless Operator from and against any and all Claims caused by the Trust’s breach of this Agreement or caused by the negligent acts or omissions of the Trust, its agents or employees, or by reason of the physical or structural condition of the Garage, or equipment contained therein, or by fire, gas, water, electricity failure or malfunction, or by the breaking, overflowing or leaking of roofs, pipes, or walls of the Garage, or for such other damage or injury caused by acts or omissions of third parties in or about the Garage. The foregoing indemnification of Operator by the Trust shall include, without limitation, any and all Claims arising out of any breach of Trust’s PCI DSS or FACTA covenants pursuant to Section 17.3 below or Claims otherwise caused by the Trust’s failure to abide by PCI DSS or FACTA requirements, in whole or in part.

Hudson River Park Trust Page 26 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 15.2. Except as otherwise set forth in the Agreement, if by reason of either party’s violations of, or failure to comply with any governmental law, order, rule or regulation for which it is required to comply pursuant to the terms hereof (“Breaching Party”), the other party (“Damaged Party”) shall incur any fines, interest or penalties payable to any government authority due to such violation of law, then the Breaching Party shall pay the full amount of such fines, interest and penalties to said governmental authority within the time specified in such notice from said governmental authority. If the Damaged Party pays any such fines, interest or penalties, the Breaching Party shall reimburse the Damaged Party upon demand for the amount of any such payments made with interest equal to the prime rate (posted on the date of the breach) at JP Morgan Chase Bank or any such successor-in-interest bank plus one (1%) percent. The obligations described in this paragraph shall be deemed to be Expenses of the Operator or expenses of the Trust as the case may be (unless specifically otherwise provided in the Agreement). Notwithstanding anything to the contrary set forth in the Agreement, following the payment of all such fines, interest and penalties, the Breaching Party or the Damaged Party shall have the right to avail itself, at its cost, of any right of appeal or review permitted with respect to breach of or failure to comply with any such order, law or regulation, and if such party ultimately prevails, any governmental refunds shall be paid to the party who initially made the payment. If the Damaged Party made such payment and was fully reimbursed by the Breaching Party pursuant to the terms hereof, then the Damaged Party shall pay over to the Breaching Party any sums refunded to the Damaged Party by governmental authorities. The provisions of this paragraph (2) are intended only to apply to fines, interest and penalties payable to governmental authorities. Any other liabilities or damages resulting from violations of laws shall be governed by the provisions of Section 15.1. above.

15.3. The Trust shall defend, indemnify and hold the Operator harmless from and against any and all actions, claims, judgments, fines, losses, costs, fees, expenses, damages and liabilities of every kind (including without limitation reasonable attorneys’ fees) incurred by, imposed upon, brought or asserted against the Operator by reason of the Trust’s failure to fund the Operating Account in amounts sufficient for the Operator to pay the Parking Tax in a timely manner based upon the Operator’s filings with the Trust. The Trust’s indemnification of the Operator with regard to sales tax liability on goods and services purchased by the Operator is set forth in Section 18.4. hereof.

15.4. The Trust shall defend, indemnify and hold the Operating Party harmless from and against any and all actions, claims, judgments, fines, losses, costs, fees, expenses, damages and liabilities of every kind (including without limitation reasonable attorneys’ fees) incurred by, imposed upon, brought or asserted against the Operating Party arising out any ice and/or snow removal operations by the Trust.

Hudson River Park Trust Page 27 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement

15.5. This Section 15 shall survive the expiration or earlier termination of the Agreement.

16. ACCESS

16.1. The Operator shall permit the Trust’s employees, agents, representatives, contractors, consultants, and public utility companies that service the Site to enter the Garage at all reasonable times upon reasonable prior notice (except in case of actual or suspected emergency in which event no notice shall be required), which notice may be oral, whether or not the Operator shall be present, for any of the following purposes:

16.1.1. To examine or inspect the Garage; 16.1.2. To show the Garage to existing or prospective parking clients, lenders or ground lessors; 16.1.3. To comply with any Laws or the requirements of any insurance policies, mortgage or ground lease affecting the Building; 16.1.4. To perform any alterations, repairs, improvements, additions, replacements or restorations which the Trust deems necessary or desirable; 16.1.5. To comply with any of the Trust’s obligations under the Agreement; 16.1.6. To exercise any right or remedy of the Trust under the Agreement, including, without limitation, the Trust’s rights to cure any default of the Operator under the Agreement (provided that any notice of default the Trust shall give to the Operator shall also serve as any prior notice required to be given under this Section 16 and no further notice of the Trust’s entry under this Section shall be required); and 16.1.7. To show the Garage to prospective operators during the last eighteen (18) months of the Term.

16.2. The Trust may alter the size of the Garage and the layout and number of parking spaces in the Garage, in its sole and absolute discretion, upon reasonable notice (or, in case of any emergency or any other circumstances which may materially adversely affect the Trust on such lesser notice, or without notice, as may be reasonable under the circumstances) to the Operator.

16.3. If the Trust decides to alter the Garage, the terms and conditions of the Agreement (including, but not limited to, duration of Term and Management Fee, subject to the calculation of the Management Fee based on the number of parking spaces in the Garage in accordance with Appendix D) shall remain in full force and effect with regard to the Garage as altered.

Hudson River Park Trust Page 28 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 16.4. The Trust may store materials and/or equipment in the Garage as required for any on-going repairs, restorations, improvements, replacements, additions or alterations and such work shall not entitle the Operator to any compensation based upon interruption to or loss of business, nor will such on-going work be the basis for any liability on the part of the Trust.

16.5. The Trust shall use reasonable efforts to minimize interference in the normal conduct of the Operator’s business during any such Garage access by the Trust, provided that the Trust shall not be obligated to pay Garage staff overtime or premium pay rates if additional Garage staff is required.

16.5.1. The Operator shall be obligated to continue the operation of the Garage pursuant to Section 5.1 hereof during any such access. 16.5.2. If the Operator is not present when Garage access is necessary or desirable, the Trust’s employees, agents, representatives, contractors or employees may enter the Garage without rendering the Trust or such parties liable, provided that such parties shall use reasonable care under the circumstances to avoid damage to the Operator’s property.

17. CAPITAL IMPROVEMENTS AND EQUIPMENT

17.1. The Operator accepts the Garage in its “as-is” condition as of the Commencement Date.

17.2. The Trust, at its expense, may supply and, where necessary, install at the Garage, the equipment, materials and supplies reasonably necessary, in the opinion of the Trust, for use by the Operator in the operation of the Garage. Any such equipment, materials and supplies shall at all times remain the sole property of the Trust or the Trust’s permitted assignee pursuant to Section 20 of the Agreement. As of the date of this Agreement, the equipment, materials and supplies referenced in Appendix J are installed in the Garage (“Existing Equipment”).

17.3. In addition to the Existing Equipment, the Trust has installed a Secom PARCS system of traffic control equipment, ticket and revenue control equipment CCTV’s and LPR CCTV’s at the Garage, with each being the sole property of the Trust or the Trust’s permitted assignee pursuant to Section 20 of the Agreement.

17.3.1. The Trust represents and warrants that the Existing Equipment, Secom PARCS system and all other revenue control equipment, software and systems owned by the Trust and used in connection with the parking operations at the Garage comply with (i) Payment Card Industry’s Data Security Standard, as currently in effect and as may be amended from time to time (collectively, “PCI DSS”), (ii)

Hudson River Park Trust Page 29 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement the Payment Application Data Security Standard, as currently in effect and as may be amended from time to time (collectively, “PA DSS”), (iii) the Fair and Accurate Credit Transaction Act of 2003, as currently in effect and as may be amended from time to time (collectively, “FACTA”), and (iv) any federal, state and local laws applicable to data security, as currently in effect and as may be amended from time to time (“Applicable Laws”). PCI DSS, PA DSS, FACTA and Applicable Laws shall collectively be deemed the “Data Protection Laws”. During the term of this Agreement, Operator shall not be required to use any systems, equipment or software at the Garage or process any credit cards through the revenue control equipment and systems at the Garage unless Operator can verify (as determined by Operator in its sole discretion) that all systems, equipment and software are compliant with Data Protection Laws, and any costs relating to such verification shall be reimbursed as approved operating expenses. Operator may (subject to the Trust’s reasonable approval) make modifications, upgrades or replacements so that the systems, equipment or software at the Garage are compliant with Data Protection Laws and any related costs or expenses shall be reimbursed as Costs of Operations. If the Trust does not approve any verification or remediation work that Operator recommends for compliance purposes (including, without limitation, testing, upgrades or replacement of any system, equipment, or software), then Operator shall not be in breach of this Agreement for failure to comply with any Data Protection Laws or failure to use any system, equipment or software at the Garage.

17.3.2. The Operator shall enter into a contract for equipment service maintenance with Secom PARCS system for the revenue control systems at the Parking Garage (“Maintenance Contract”). All costs associated with the Maintenance Contract and any other maintenance contract referenced in Sections 17.2 and 17.3 of the Agreement shall be considered Expenses of the Operator under Appendix E of the Agreement.

17.4. The Operator is encouraged to propose improvements resulting in enhanced revenue or cost savings.

17.5. The Operator shall keep the Garage free and clear from any liens arising out of any work performed by the Operator or its contractors. Any such liens shall be paid as Expenses of the Operator and not as Costs of Operations.

17.6. The Trust, at its sole cost and expense, may make any alterations or improvements to the Garage that, in its opinion, is required or desirable.

Hudson River Park Trust Page 30 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 17.7. The Trust anticipates undertaking certain alterations/improvements to the Garage and the Site to expand the number of parking spaces and provide areas for active recreation use and/or performing waterproofing and related repairs to the rooftop level and ramp of the Garage. The Operator shall take all reasonable actions prudent and necessary to accommodate any and all such Garage alterations/improvements, if undertaken, and to maintain Garage operations and available parking spaces to the maximum extent feasible during such work. The Operator further acknowledges that the Trust is under no obligation to undertake any Garage alterations/improvements and that the scheduling and manner of performance, whether in whole or in part, of such work is at the sole and absolute discretion of the Trust.

17.8. If the Trust requests that the Operator purchase any equipment or material other than the Existing Equipment, or take responsibility for alterations or improvements as a general contractor or otherwise, then in such event, the cost of such equipment or materials or alteration or improvement, shall be reimbursed to the Operator by the Trust as Costs of Operations.

17.9. If the Trust requests that the Operator utilizes an architect or engineer that is a staff professional(s) of the Operator for the Trust work referenced in Section 17.8, then the Operator shall be paid for such services pursuant to Paragraph 17 of Appendix E. If the Operator, with the Trust’s written approval, retains a third party to provide such services, then the Operator shall be entitled to a reasonable fee for such services based upon prevailing and commercial reasonable rates.

17.9.1. The Operator shall provide a cost estimate for the above services and obtain the prior written approval from the Trust for the aforementioned services before providing the service.

17.10. The Operator shall obtain the Trust’s prior written approval for any capital improvements to the Garage, including without limitation, improvements to the Garage and appurtenances to the Garage, interior painting and lighting, installation of customer amenities, operating equipment, and security equipment, which approval may be withheld in the Trust’s sole discretion.

17.11. The Operator shall respond to any objections to design or selection which may be raised by the Trust and modify such plans accordingly.

17.12. The Operator acknowledges that all improvements, materials and equipment installations, shall become the property of the Trust or the Trust’s permitted assignee hereunder, and furthermore that the Trust shall not be liable to any contractor or materialman for any improvements and betterments made to the Garage by the Operator.

Hudson River Park Trust Page 31 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 17.13. No signs shall be posted in the Garage, including, without limitation, advertising and rate charts, unless the Trust grants its prior written consent thereto.

17.14. No signs shall be posted in the Garage with the Operator’s name and/or logo unless the Operator’s name is required by City, State, or Federal regulations.

17.15. The Garage shall be known as “Pier 40 Parking” and no forms, business cards, email addresses, uniforms, or other material used for daily work or correspondence shall be used in the Garage with the Operators name and/or Logo unless the Operator’s name is required by City, State, or Federal Regulations.

18. PROCUREMENT OF BIDS, SERVICES AND GOODS; TAX EXEMPTION

18.1. The Operator shall enter into, or cause to be entered into, contracts for goods or services in connection with the operation of the Garage (“Subcontracts”). The Operator shall comply with all applicable M/WBE requirements for the Subcontracts described in Section 36 hereof and as directed by the Trust. The M/WBE goal for the Agreement is thirty percent (30%) of the total dollar value of the Subcontracts procured by the Operator, and Operator shall provide such documentation as the Trust determines to be reasonable to evidence compliance with such requirement.

18.2. The Trust represents that it is a not-for-profit entity and, as such, is tax exempt.

18.3. Upon execution of the Agreement, the Trust shall provide the Operator with a sales tax exemption certificate issued by the taxing authority(ies).

18.4. The Trust represents that payment for goods and services included as Costs of Operations shall be exempt from assessment and/or payment of State of New York sales or use tax pursuant to Article 28 of the New York State Tax Law. The Operator may rely upon such representations by the Trust based upon the following:

18.4.1. In the event the State of New York or any of its subdivisions or agencies shall assess or attempt to assess any such taxes on the Operator’s purchase or use of goods or services for the Garage, the Trust agrees to pay or to have paid, and be solely responsible for, any and all such taxes payable to the taxing authority(ies); 18.4.2. The Operator agrees to take all reasonable steps and provide assistance to the Trust to eliminate or minimize the impact of any such taxes including participation in any hearing, appeal or other legal action;

Hudson River Park Trust Page 32 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 18.4.3. The Trust agrees that the Operator and its contractors shall have no obligation or responsibility for the payment of any such taxes; and 18.4.4. The Trust agrees to indemnify, defend and hold harmless the Operator and the Operator’s contractors from and against any and all costs, expenses, fees (including, without limitation, reasonable attorneys’ fees to contest or defend against any such assessment, whether actual or threatened), damages, fines, penalties, judgments, and causes of action arising from or in connection with the assessment and/or payment of any such taxes.

18.5. The Operator shall instruct all contractors that may sell materials and/or equipment used in connection with the Garage, that the title to such materials and/or equipment shall be in the name of the Trust and vest in the Trust.

18.6. The Operator shall submit a list of all prospective bidders to the Trust for approval, including the identity of the principals of such bidders, before the Operator’s selection of a bidder for the particular work or services. The Trust may perform a PASSPORT/VENDEX or other background check of the prospective bidders (as required by the NYC Mayor’s Office of Contract Services) and advise the Operator within ten (10) Business Days after receipt of the list as to which bidders are acceptable or unacceptable and, if unacceptable, the reasons therefor.

18.7. The Trust shall not unreasonably reject a prospective bidder.

18.8. The Operator shall use reasonable efforts to obtain proposals from at least three (3) qualified bidders from the list of acceptable bidders.

18.9. The Operator shall cause each contractor in which the cost its work will exceed One Hundred Thousand Dollars ($100,000.00) to create an account and submit information on the Mayor’s Office of Contracts Services Procurement and Sourcing Solutions Portal (PASSPort). The Operator shall cause each such contractor to complete the required PASSPort background and disclosure submissions in a timely fashion but in no event later than the commencement of the work to be performed by such contractor.

19. MEETINGS; APPROVALS

19.1. The Trust and the Operator shall each appoint an individual to serve as a liaison to the other Party to review any matter of concern under the Agreement.

19.2. The Parties may change their designated liaison by written notice to the other Party.

Hudson River Park Trust Page 33 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 19.3. The Parties shall meet from time to time, but not less than once every sixty (60) days, and as specifically requested by either Party, to review any matters of concern under the Agreement.

20. ASSIGNMENT

20.1. The Operator shall not assign, convey, sublet or transfer the Agreement or its rights or delegate any of its duties hereunder, including to any affiliates, without the prior written consent of the Trust.

20.2. The Trust shall have the right to assign, convey, or transfer the Agreement or the Trust’s rights hereunder (“Assignment”) without the consent of the Operator to any corporation or partnership, the City or State of New York, or any agency or instrumentality of the City or State of New York having authority to accept the assignment, conveyance, or transference.

20.3. In connection with any Assignment, the Trust may, in the sole discretion of the Trust and such assignee, continue to administer the Agreement on behalf of such assignee, or the Trust may elect thereafter to be released from all obligations under the Agreement provided that in the event of such release, such assignee shall agree in the instrument of Assignment to assume the obligations of the Trust under the Agreement arising after the date of such Assignment.

21. DEFAULTS; CANCELLATION AND TERMINATION

21.1. In the event of either the discovery of a structural condition which significantly impairs Garage operations or the adoption by the Trust of a redevelopment plan for all or part of the Site, the Trust shall have the right to cancel the Agreement for convenience and without cause upon not less than sixty (60) days’ notice to the Operator and the Trust shall have no liability to the Operator by virtue of such cancellation, except for such matters as specifically provided in the Agreement that survive the termination or earlier expiration of the Agreement.

21.2. Notwithstanding Section 21.1 herein, either Party may terminate the Agreement for convenience and without penalty by providing One Hundred and Fifty (150) days’ written notice to the other Party, with the effective termination date to be detailed in the notice.

21.3. All provisions of the Agreement related to the payment of moneys, adjustments of amounts payable, indemnification, audit and reporting shall survive the cancellation, expiration or termination of the Agreement.

Hudson River Park Trust Page 34 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 21.4. The terms “cancel” and “terminate” and the terms “cancellation” and “termination” may be used interchangeably and shall have the same meaning, impact, and effect for the purposes of the Agreement.

21.5. If the Operator defaults in any payment due under the Agreement or the performance of its obligations under the Agreement, then the Trust may serve a notice upon the Operator specifying the nature of the default and demanding a cure within five (5) days after such notice.

21.6. Subject to the Trust’s right of cancellation or termination under Section 21, if a non-monetary default cannot be reasonably cured within five (5) days, then the Operator shall (i) cure the non- monetary default within a reasonable time as determined by the Trust, (ii) undertake remedial measures (if available) within five (5) days of such notice and (iii) diligently and continuously prosecute the remediation to completion.

21.7. If the Operator fails to correct any default within the applicable time period, the Trust shall have the right, but not the obligation, to cure the default at the Operator’s expense and/or to terminate the Agreement upon serving a three (3) days’ notice to the Operator.

21.8. Notwithstanding the foregoing, the Trust shall have the right to terminate the Agreement upon the Operator’s voluntary or involuntary bankruptcy or assignment for the benefit of creditors, unless the Operator is able to obtain the dismissal of the petition within thirty (30) days of the filing.

21.9. Subject to the Trust’s obligations and direction hereunder, upon termination and/or expiration of the Agreement, the Operator shall deliver possession of the Garage to the Trust in the same condition as existed on the Commencement Date, except for capital improvements and less reasonable wear and tear, unless otherwise directed in writing by the Trust.

21.10. Upon termination and/or expiration of the Agreement, the Operator shall promptly account for all monies received by it under the Agreement and shall be liable for any deficiencies or other damages suffered by the Trust in connection with such deficiencies or damages either at law or in equity.

21.11. Any representation of warranty made or deemed to have been made under the Agreement by the Operator that shall be untrue in any material respect shall constitute a default under the Agreement.

21.12. Nothing contained in the Agreement shall limit in any manner any and all rights or remedies otherwise available to the Trust by reason of a default by the Operator under the Agreement.

Hudson River Park Trust Page 35 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 21.13. The Operator agrees that any agreement or contract entered into by the Operator in connection with the Garage services shall be subject to the terms and conditions of the Agreement and shall include termination provisions consistent with the Agreement.

21.14. If the Operator fails to terminate a contractor for cause when grounds for such termination exist, and the Trust has requested such termination, such inaction by the Operator shall be deemed grounds for termination of the Agreement for cause.

22. PERMITS AND LICENSES

22.1. The Operator shall apply, maintain and secure in its own name, all federal, state and municipal permits and licenses required for the operation of the Garage (but specifically excluding a Certificate of Occupancy and any special permits with respect to zoning).

22.2. Any expenses incurred by the Operator under this Section 22 shall be payable as Costs of Operations and shall be set forth in the Budget to the extent feasible.

22.3. Any penalties, interest, fines, awards or settlements incurred by the Operator as a result of failure by the Operator to comply with the Laws shall be Expenses of the Operator.

23. SALES AND PARKING TAXES

23.1. The Operator shall collect Parking Tax on all Parking Revenues that Operator collects at the Garage and shall deliver such Parking Tax concurrently with the delivery of the Parking Revenues as set forth in Section 6. The Trust shall collect Parking Tax on all Parking Revenues that the Trust collects or receives from a third-party parking aggregator.

23.2. The Trust shall submit to tax audits by the City, produce records and materials for the City in connection thereof, and cooperate with the City in connection with such submittals and record keeping. The Operator shall prepare all returns for the Trust on a quarterly and year-end basis and shall provide the Trust with proof of filing for the returns.

23.3. Notwithstanding anything to the contrary contained herein, Parking Revenue collected directly by the Trust and all Parking Tax due on such Parking Revenue, shall be reported to the Operator within ten (10) days after the end of each calendar month.

Hudson River Park Trust Page 36 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 23.4. The Parking Tax filings provided under Section 13.15 hereof shall include the Parking Tax payable for Trust-collected revenues. The Trust shall fund the Operating Account in accordance with Section 13.14 hereof to also include the amount of Parking Tax due for Trust-collected revenues. Thereafter, the Operator shall pay the Parking Tax due for the Trust-collected revenues.

24. MARKETING ACTIVITIES

24.1. The Operator shall cooperate with advertising and/or public relations personnel designated by the Trust in the preparation and prompt implementation of a detailed and coordinated program for the promotion and advertisement of the Garage to the public.

24.2. The Operator shall not place any advertisement or otherwise market the Garage without first obtaining the Trust’s prior written consent and approval.

24.3. To the extent that the Trust deems advisable, the Operator shall undertake such marketing activities in a sound and efficient manner and the expense thereof shall be included as Costs of Operations.

24.4. The Senior/Area/Operations Manager and a representative from the marketing department shall meet with the Trust and its designated representatives on a monthly basis (at a minimum) specifically to discuss the progress on and results of the various marketing initiatives and to update the marketing program.

25. TELEPHONE AND INTERNET SERVICE

25.1. The Trust provides all landline telephone service and Internet service to the Parking Garage office.

25.2. The Trust provides a cell phone and restricted service to the assigned Facility Manager at the expense of the Trust.

25.2.1. The use of the cell phone is for Garage related calls when the Facility Manager is off Site and/or for the Garage staff to contact the Facility Manager in the event of an emergency. 25.2.2. Any calls that are personal in nature or are not related to the operation of the Garage shall be Expenses of the Operator and shall be deducted from the monthly Management Fee.

Hudson River Park Trust Page 37 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 25.3. Long distance telephone charges originating from the Parking Garage office that are solely related to the operation of the Garage are acceptable as Costs of Operations.

26. FREE PARKING, EXCLUSIVE PARKING AREA, AND REDUCED RATE PARKING

26.1. The Operator shall not establish any exclusive parking areas nor permit any vehicles to park free or at special rates not available to the general public in the Garage, except as specifically designated in writing by the Trust.

26.2. The Facility Manager, executive, and supervisory staff of the Operator that are not stationed at the Garage may park free of charge while performing duties at the Garage.

26.2. The Operator’s staff noted in Section 26.2 may only park free at the Garage through the use of an access card authorized by the Trust. The taking and signing of a parking ticket is an unacceptable alternative and the value of any ticket so taken for such Operator staff shall be deemed Expenses of the Operator.

26.3. Operator shall issue parking access cards as specified by the Trust from time to time in which case industry standard anti-pass back systems will be employed.

26.4. The Operator may allow, at any one time, up to five (5) of its employees stationed at the Garage to park their personal vehicles at no charge in a designated area in the Garage solely during the working hours for such employees.

26.5. The parking for all stationed employees, Facility Manager, executive, and supervisory employees shall be limited to “the Roof Level. No Garage staff parking shall be permitted in any other lined space designated for potential customers.

26.6. The value of any free parking given by the Operator without advance written authorization from the Trust shall be Expenses of the Operator deducted from the Management Fee.

26.7. Undocumented “No Charge” Parking tickets shall be considered free parking authorized by the Operator and shall be Expenses of the Operator deducted from the Management Fee.

26.7. At a minimum, the acceptable documentation for “No Charge” Parking tickets shall be the Customers Name, Address, Telephone number, Driver’s License number and Vehicle License Plate number, and a brief description of the reason that the parking was

Hudson River Park Trust Page 38 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement not charged. Acceptable reasons shall be agreed-upon and documented by the Trust and the Operator, although it is recognized that the list of acceptable reasons may be modified from time to time by the Trust.

26.8. Emergency vehicles that respond to an emergency within the Garage shall not be charged for access. Garage staff should document the agency responding to such emergency, the vehicle number and the badge/shield number of the vehicle driver on the ticket or on a report if a ticket is not issued.

26.9. The Trust permits up to a one (1) hour free grace period for parking customers that require road assistance for a tire change or to jump start their vehicle(s) while at the Garage. If the customer requires more than one (1) hour for such assistance, then that customer shall pay the prevailing parking rate for such additional time.

26.9.1. The Operator and/or its employees shall not engage, assist, or provide equipment/tools for road assistance identified in Section 26.9 above.

26.10. As of the date of the Agreement, there are 2,498 parking spaces in the Garage of which only 1,851 are open and usable for parking, as agreed upon between the Parties pursuant to a physical count of the parking spaces in the Garage. 26.10.1. There are currently 517 spaces blocked off for construction that are not available for public access or use. 26.10.2. The number of available spaces will fluctuate during the Term of the Agreement due to continued construction projects within the Garage’s parking areas and ramps. Additionally, the Trust’s leasing/permitting efforts may also affect the number of available parking spaces within the Garage. 26.10.3. The Trust will notify the Operator’s Senior Manager, in writing, of changes to the number of available parking spaces within the Garage. It is the Operator’s responsibility, upon being notified by the Trust, to make appropriate adjustments to the insurance premiums based upon the number of available parking spaces within the Garage.

26.11. For the purposes of the Agreement, parking spaces shall include standard, compact car and handicapped parking spaces maintained or permitted to be maintained in the Garage, in accordance with the Hudson River Park Act and all other applicable laws and regulations; and any change in the number of parking spaces in the Garage shall be confirmed, annually, by a physical count of the number of such spaces by representatives of both the Trust and the Operator.

Hudson River Park Trust Page 39 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 27. GOVERNING LAW, JURISDICTION, CONTROVERSIES

27.1. The Agreement will be performed in the State of New York and the parties consent to its interpretation according to the law of the State of New York. The Parties agree to be subject to and submit to personal jurisdiction in the State and Federal Courts located in the City in connection with any action, suit or proceeding arising from the Agreement. To the extent permitted by law, the Parties shall waive trial by jury in any action or proceeding or counterclaim brought on any matter whatsoever arising out of or in any way connected with the Agreement, or the management, maintenance, operation, use or occupation of the Garage.

27.2. Section 27.1 shall survive the expiration or earlier termination of the Agreement.

28. SET-OFF RIGHTS

28.1. The Trust shall have all of its common law, equitable and statutory rights of set- off. These rights shall include, but not be limited to, the Trust's option to withhold for the purposes of set-off, any moneys due the Operator under the Agreement up to any amounts due and owing to the Trust with regard to the Agreement, any other contract with the Trust, any other State department or agency, including any contract for a term commencing prior to the Term of the Agreement, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The Trust and the State shall exercise such set-off rights in accordance with standard State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives or the State Comptroller.

29. STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

29.1. The Appendix A Standard Clauses for New York State Contracts attached hereto at Appendix M is hereby incorporated and made a part of this Agreement.

30. COMMUNICATIONS

Any notice, approval or other communication required hereunder shall be deemed given if sent by in person or by certified mail or reputable nationally recognized overnight courier to the Trust’s or to the Operator’s address as set forth below:

To Operator: ______

Hudson River Park Trust Page 40 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement ______Attn: ______

With a copy to:

______Attn: General Counsel

To the Trust:

Hudson River Park Trust 353 West Street, Suite 201 New York, New York 10014 Attn.: Daniel P. Kurtz, CFO/EVP Finance & Real Estate

With a copy to:

Hudson River Park Trust 353 West Street, Suite 201 New York, New York 10014 Attn.: General Counsel

Notice shall be deemed to be given three (3) days after U.S. postmark or one (1) business day after deposit with such reputable nationally recognized overnight courier.

31. SURVIVAL

31.1. Upon the Expiration Date, any amounts due to either Party shall be reconciled, so that the Operator receives any unpaid Management Fees and any other amounts due it, minus any outstanding penalties and the Trust receives the balance in the Operating Account, and any amounts which may be due to or claimed against the Trust under the provisions of Section 15 of the Agreement, to the extent not covered by applicable insurance policies.

31.2. The requirements and obligations set forth in Sections 13,15 and 18.4.4 of this Agreement shall survive the expiration or early termination of the Agreement.

32. ENTIRE AGREEMENT/MODIFICATION

32.1. The Agreement shall constitute the entire agreement between the Parties hereto, and no statement, promise, condition, understanding, inducement or representation, written or oral, expressed or implied, which is not contained

Hudson River Park Trust Page 41 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement herein shall be binding or valid. The Agreement may not be amended or modified, in any way, except by writing executed by the Parties.

33. BENEFITS AND BURDENS

33.1. The terms and conditions hereof shall be binding upon and shall inure to the benefit of the Trust, the Operator and their respective successors.

34. NO WAIVER

34.1. No failure by the Trust to insist upon the strict performance of any term or condition of the Agreement or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial performance during the continuance of any such breach, shall constitute a waiver of any such breach or such term or condition. No term or condition of the Agreement to be performed or complied with by the Operator and no breach thereof shall be waived, altered or modified except by a written instrument executed by the Trust. No waiver of any breach shall affect or alter the Agreement, but each and every term and condition of the Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

35. CONFLICT OF INTEREST

35.1. The Operator shall not knowingly permit any officer, employee, agent or director of the Trust or any of its subsidiaries to share in any benefit that arises from the Operator’s work.

35.2. The Operator shall not knowingly permit any officer, employee, agent or director of the Trust, or any of its subsidiaries, to participate in any decision relating to the Agreement that affects the personal interest of the aforementioned individuals, or the interests of any corporation, partnership, or association in which those individuals are directly or indirectly interested; nor shall any officer, agent, director or employee of the Trust, or any of its subsidiaries be permitted by the Operator to have any interest, direct or indirect, in the Agreement or the proceedings thereof.

35.3. The Operator shall cause, for the benefit of the Trust, every contract or agreement with any contractor to include the representations contained in paragraphs 35.1. and 35.2. of this Section. The Operator shall take such action in enforcing such provisions as the Trust may direct, or, at the Operator’s option, assign such rights as it may have to the Trust for enforcement by the Trust.

Hudson River Park Trust Page 42 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement 36. EQUAL EMPLOYMENT OPPORTUNITY

36.1. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining to equal employment opportunities for minority group members and women and Article 17-B pertaining to Service-Disabled Veteran-Owned Businesses shall apply to the Agreement.

36.2. The Operator shall submit a Workforce Utilization Report (Form EEO101), and shall require each of its contractors to submit a Workforce Utilization Report, in such form as shall be required by the Trust on a monthly basis during the term of the Agreement.

36.3. The Operator shall meet a M/WBE participation goal of 30 percent as provided in Appendix N attached hereto and a SDVOB participation goal of six (6) percent as provided in Appendix O attached hereto.

37. SEVERABILITY

37.1. If any term or provision of the Agreement or the application thereof to any person or in any circumstance shall to any extent be determined to be invalid or unenforceable, the remaining provisions of the Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is found to be invalid or unenforceable, shall in no way be affected thereby, and each term and provision of the Agreement shall be valid and binding upon the Parties, and enforced to the fullest extent permitted by law.

38. CONFIDENTIALITY

38.1. The Operator hereby agrees that all documents, data, recommendations, reports and other materials developed in the course of the work authorized by the Agreement are strictly confidential between the Operator and the Trust, and the Operator may not at any time reveal or disclose such materials in whole or in part to any third party without first obtaining permission from the Trust or as may be required by any order of a Court of competent jurisdiction. Notwithstanding the preceding sentence, the Operator shall cooperate fully with such third parties as the Trust may designate by written request. The Operator shall also cooperate with any Trust requests made in connection with the Freedom of Information Law (“FOIL”).

39. ACCEPTANCE OF FINAL PAYMENT; RELEASE AND DISCHARGE

39.1. The Operator’s acceptance of the final payment under the Agreement shall constitute a waiver and release of the Trust solely from any claim arising from disputed (i) Management Fees or IMF allegedly due Operator, or (ii)

Hudson River Park Trust Page 43 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement reimbursement(s) of a third-party invoice paid by Operator as a Cost of Operation (excluding any deductible that may be due as a result of an insurable claim), unless notice of such claim is delivered to the Trust in writing not later than ninety (90) days after the Operator’s receipt of the final payment. It is expressly understood and agreed that the Trust’s termination of the Agreement pursuant to Section 21 of this Agreement shall not give rise to any claim against the Trust for damages, compensation or otherwise as a result of such termination, and that under such circumstances the Trust’s liability to make payments to the Operator on account of any and all services shall be limited to the payments set forth in the applicable section(s) of the Agreement.

40. NO ARBITRATION

40.1. Any Disputes involving the Agreement, including the breach or alleged breach thereof, may not be submitted to binding arbitration but must, instead, be heard in a court of competent jurisdiction in the State of New York.

41. SERVICE OF PROCESS

41.1. In addition to the methods of service allowed by the State Civil Practice Law & Rules (“CPLR”), the Operator hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon the Operator’s actual receipt of process or upon the Trust’s receipt of the return thereof by the United States Postal Service as refused or undeliverable. The Operator must promptly notify the Trust, in writing, of each and every change of address to which service of process can be made. Service by the Trust to the last known address shall be sufficient. The Operator shall have thirty (30) calendar days after service hereunder is complete in which to respond.

42. INTEREST OF OTHERS

42.1. Nothing in the Agreement shall be construed to give any person other than the Trust and the Operator any legal or equitable right, remedy or claim. The Agreement shall be held to be for the sole and exclusive benefit of the Trust and the Operator.

43. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION

43.1. Federal Employer Identification Number and/or Social Security Number requirements for all invoices or vouchers.

43.1.1. All invoices or vouchers submitted for payment by the Trust for the sale of goods or services or for the lease of real or

Hudson River Park Trust Page 44 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement personal property to the Trust must include the payee’s identification number, i.e., the seller’s or lessor’s identification number; 43.1.2. The identification number is either the payee’s Federal employer identification number or social security number, or both numbers when the payee has both numbers; 43.1.3. The payee’s failure to include such number(s) on its invoices or vouchers may delay payment(s) to the payee; and 43.1.4. The payee must provide and explanation on its invoice or voucher if the payee does not have such number(s).

43.2. Privacy Notification.

43.2.1. Section 5 of the State Tax Law confers upon the Trust the legal authority to request and maintain the identification numbers reference in Section 45.1. Disclosure of this information to the Trust is mandatory. The principal purpose of this disclosure is to enable New York State to identify individuals, businesses and others that may be delinquent in filing tax returns or may have understated their tax liabilities, and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purpose and for any other purpose authorized by law. 43.2.2. The identification numbers shall be maintained by the Trust and will be provided to the New York State Commissioner of Taxation upon request in accordance with Section 5.4 of the State Tax Law. Any such submission to the State Tax Commissioner is exempt from State Public Officers Law disclosure of information requirements.

44. PROPERTY LOSS, DAMAGE

44.1. The Trust shall not be liable for any damage to the property of the Operator or of others entrusted to the Operator or its employees, nor for loss of or damage to any property of the Operator by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by the negligence of the Trust; nor shall the Trust be liable for any such damage caused by tenants or persons in, upon or about the Garage.

45. INABILITY TO PERFORM

45.1. The Agreement and the obligation of the Operator to perform and comply with all of the other covenants and agreements hereunder on the part of the Operator to be performed or complied with, shall in no way be affected,

Hudson River Park Trust Page 45 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement impaired or excused in the event that the Trust shall be delayed, hindered or prevented:

45.1.1. By reason of strikes or labor troubles; 45.1.2. By reason of governmental preemption in connection with a national emergency; 45.1.3. By reason of any rule, order or regulation of any government agency or any department or subdivision thereof, whether in connection with a drought, energy shortage or other like event or otherwise; 45.1.4. By reason of the conditions of supply and demand which have been or are affected by war or other emergency; 45.1.5. By reason of fire, casualty or other acts of God, including, without limitation, floods, hurricanes, blizzards or other natural disasters, or materially adverse weather conditions; or 45.1.6. By reason of any other cause whatsoever beyond the reasonable control of the Trust from performing or complying with any of the covenants and agreements to be performed or complied with by the Trust under the Agreement, or to furnish any service or facility (collectively, “Force Majeure”).

45.2. No such delay or failure by the Trust in the performance of any of the Trust’s obligations under the Agreement by reason of Force Majeure shall constitute an actual or constructive eviction in whole or in part or impose any liability upon the Trust or its agents because of inconvenience to the Operator or injury to or interruption or loss of the Operator’s business or entitle the Operator to any diminution or abatement of amounts due hereunder.

46. NO PROPERTY INTEREST

46.1. No ownership, leasehold or other property interest shall vest in the Operator by virtue of the Agreement.

47. PENALTIES FOR NON-PERFORMANCE

47.1. In addition to other provisions herein, should the Operator’s failure to comply with any Laws or detailed performance standards identified in the Agreement result in a reduction of Parking Revenues that otherwise would have accrued to the Trust, the Operator shall be liable to the Trust for such revenue, or a portion thereof, as determined by the Trust and the provisions in the Agreement.

47.1.1. The amount of such revenue loss shall be determined by the Trust and its Authorized Auditors as provided in Section 13 of the Agreement.

Hudson River Park Trust Page 46 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement

47.2. The Operator shall be subject to penalties for non-performance as detailed in Appendix K or as otherwise provided in the Agreement.

48. OPERATOR AS INDEPENDENT CONTRACTOR

48.1. Notwithstanding anything contained herein to the contrary, it is specifically understood and agreed that in the performance of the terms, covenants and conditions of the Agreement, the Operator and its representatives shall not be deemed to be acting as agents, servants or employees of the Trust, the State of New York, or the City by virtue of the Agreement or by virtue of any approval, permit, license, grant, right, or other authorization given by the Trust or any of their representatives in connection with the Agreement, but shall be deemed to be an independent contractor performing work or professional services for the Trust, and shall be deemed solely responsible for all acts taken by them pursuant to the Agreement.

Hudson River Park Trust Page 47 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement

IN WITNESS WHEREOF, the Trust and the Operator have caused the Agreement to be executed as of the date first set forth above.

HUDSON RIVER PARK TRUST

By: ______

Name: ______

Title: President

______

By: ______

Name: ______

Title: ______

Hudson River Park Trust Page 48 January 6, 2020 Draft 3 Parking Garage Management and Operating Agreement APPENDIX A Aerial Photographs and Plans of the Garage

APPENDIX A Aerial Photographs and Plans of the Garage

Rate Survey Area

The boundaries are: North to 14th Street but include Chelsea Pier East to Union Square/Broadway South to Morris Street including the Battery Garage and Battery City Garages

APPENDIX A Level 1 North and South Shed

APPENDIX A Level 2 and Mezzanine Area

APPENDIX A Roof Level

APPENDIX A Space Count

Space Reconciliation by Area December 2019 Regular ADA Compact Reserved Leased Out of Blocked Total Usable Name Spaces Spaces Spaces Spaces Space Service Spaces Spaces Spaces Mezzanine 52 0 1 0 0 0 1 54 53 Level 2 225 3 0 0 69 8 2 307 297 Indoor Level 1 North 259 8 10 12 7 34 2 332 296 Roof Phase l 633 8 0 14 0 0 1 656 655 & ll Level 1 South 189 6 2 0 0 0 3 200 197 Tenant 23 1 0 0 2 0 0 26 26 Mezzanine North Nest 147 2 3 0 0 71 2 225 152 Level 2 Prime 170 2 3 0 0 0 6 181 175 Sub Total 1,698 30 19 26 78 113 17 1,981 1,851 Gotham 140 2 Area Closed 142 0 Level 2 Phase 169 2 Area Closed 171 0 lll Roof Phase lll 204 0 Area Closed 204 0 Sub Total 513 4 0 0 0 0 0 517 0 Totals 2,211 34 19 26 78 113 17 2,498 1,851

APPENDIX B

Certain Garage Duties and Obligations of Operator

In addition and without limitation to those duties and obligations of the Operator set forth elsewhere in the Agreement, the following is a compilation of Operator’s duties and obligations in conjunction with the management, maintenance, and operation of the Garage. The list below sets forth the minimum acceptable standards and frequency mandated for each identified task. Due to conditions and circumstances, the Operator may need to perform one or more of the identified tasks more frequently than set forth below to maintain and operate the Garage in good order.

All duties and obligations of the Operator set forth in this Appendix B and elsewhere in the Agreement must be performed for the benefit of the Garage in accordance with the terms and conditions of the Agreement. This Appendix is not intended to be and shall not be deemed to be an exhaustive statement of the Operator’s duties and obligations under the Agreement. Other than Space Striping every three years, all work is to be performed by using the existing scheduled on-Site personnel of the Operator. Since all roadways in the facility are State property, employees using the sweeper, Toro Workman vehicle or any other moving vehicles or pieces of equipment shall have a valid driver’s license to operate the equipment and/or vehicle.

Requirements Schedule or Other Details 1. Garage Inspection: Facility Manager and Daily - by Facility Manager and/or Foreman MODs shall complete a physical inspection of (MOD) within twenty (20) minutes of starting the entire Garage, parking control equipment, their shift. four (4) stair towers from Playing Field Level to Roof Level, Roof Elevator Lobby, and Storage room. Facility Manager and MODs shall complete an inspection check list noting their findings/observations and assigned maintenance tasks for each daily inspection. Such checklist shall be included in the Monthly Management Statement report. 2. General Duties: a. Sweep (using the mechanical sweeper) As noted in sub-sections i., ii., iii. large paved portions of the Garage regularly to remove dirt, debris, and salt accumulation, and use push brooms to do the same in small areas and/or corners. i. Sweep Ramps, Main Entrance Lanes Daily - Weather permitting. ii. Sweep individual Parking Areas Weekly, weather permitting (suggested schedule is to sweep (Saturday/Sunday have the least number of sections of the Garage on a re- vehicles present). occurring basis e.g., sweep area 2 on Fridays, area 3 on Saturday mornings, The Garage shall be swept once weekly area 4 on Saturday afternoons, area 5 weather permitting. on Sunday mornings, and area 1 on Sunday evenings). iii. Tenants Mezzanine Level 2 Daily. b. Trash and Debris Removal. Daily. c. Paint/Replace Trash Receptacles. As needed, and as requested by the Trust, but not less than quarterly.

Requirements Schedule or Other Details d. Graffiti Removal. Immediately upon discovery. Operator shall send the Trust an email noting the exact location of such graffiti along with a digital photo of such graffiti. e. Paving of Potholes. Immediately upon discovery. f. Repairs of sidewalks, curbs and special Monthly. pedestrian paved areas. g. Apply absorbent to oil and gas spills/leaks Immediately upon discovery. to prevent slip/fall accidents. h. Pressure wash oil and gas spills. Monthly, weather permitting i. Repaint pavement traffic markings. Annually before the spring season, as weather permits. j. Repaint curb lines. Annually as weather permits and before May 15. k. Restripe Garage. Once every 2 years l. Maintain and clean the existing Sign Monthly. Package including aisle/area locators; repair or replace signs upon discovery of damage, defacing, or other problems. m. Clean drainage systems including catch Quarterly or as directed by The Trust. basins. n. Clean windows on South, North, North Every two months. Nest, Mezzanine Level, Level; 2 and Level 2 Prime. o. Clean Stair Towers “B”, “C”, “D”, and “E” Mopping and sweeping as needed, based on and the Roof Elevator Lobby. shift inspections, not less than once daily. p. Replace broken windows and remove all Immediately upon discovery. glass shards as a safety issue. q. Paint Tops of all Traffic Islands. Annually as weather permits and before May 15. r. Paint Main South and North Entry/Exit Annually Tunnel. s. Pressure Wash Main South and North Annually in May as weather permits. Entry/Exit Tunnel. t. Pressure Wash Stair Towers. As necessary, but not less than in April and August or as otherwise directed by The Trust. u. Paint Stair Towers. Every Other Year (i.e., year 2, 4, and 6). v Paint Touch up Touch up paint on walls, columns, and stair towers as necessary, weather permitting. w. Clean Lane Equipment with suitable Daily Stainless Steel Cleaner. x Clean lane traffic cones, stanchions, and Daily delineator posts y. After Audit, pack all records, tickets, Monthly. reports, deposit slips, and data runs from the previous month and submit to the Trust for placement into storage. z. Provide copies to the Trust of the Daily, submitted with the Management implemented cleaning schedule (check- Statement. off list) and an operations schedule of what was assigned and completed for the day.

Requirements Schedule or Other Details 3. Maintenance and Repair of Garage Operating Equipment and Systems: a. The Operator maintains a full service Service requests must be called immediately repairs and maintenance agreement with upon discovery of SECOM equipment not SECOM on the PARCS system. Service working/malfunctioning. The Operator must is available on Business Days with same make a telephone call to schedule SECOM day service, provided that the Operator service. If the call is outside normal hours, an has called in the service request prior to emergency must be declared for a response; 12:00 PM EST. Calls to SECOM outside otherwise, the service is scheduled for the of Monday - Friday 9:30 AM PST - 5:00 next business day. Emergency calls are PM PST are to an answering service. A either at 1.5 or 2.0 the normal rate depending follow-up call is necessary after 9:30 AM on the day/time of call and a minimum of four PST and a service response number (4) hours portal to portal charge. Thus, a call must be obtained from SECOM to on a Sunday could be a minimum of $800.00 indicate the Service Call has been made with current rates, so only true emergencies and logged. Calls after 12:00 PM EST warrant such a call to SECOM. have a 24-hour response time. b. The Trust maintains the telephones, Immediately upon discovery of a problem with telephone lines, Internet, fire alarms, and telephones, internet access, fire alarms or fire extinguishers. The Operator must extinguishers, Operator must notify either the notify either the IT Department or Trust's IT Department or O& M of the Operations and Maintenance of any problem. Follow up with an e-mail to the issues, first by telephone and then by e- person to whom they spoke with and copy the mail follow up to document the problem Trust’s Property Manager and Parking and copy the Trust’s Property Manager Consultant. Only the Trust may address the and Parking Consultant. telephone and Internet issues. c. Lighting Maintenance including bulb, All OSHA required safety equipment must be lamp, ballast replacement and fixture worn when using scaffold or lift. Cleaning of cleaning. fixtures and bulbs twice annually. Replacement of bulbs at their 70% efficiency life span. d. Keep the adjoining sidewalks and streets Daily. Operator must become familiar with to the extent required by the law to which New York City requirements. the property owner is subject, in a clean, neat, orderly and sanitary condition, reasonably free of dirt, garbage and rubbish and calcium chloride and other refuse and free of objectionable odors and in such manner as the Trust may request. e. Maintenance and repair of Guard Booths Daily. and Office without limitation, including glazing and painting. 4. Ice and Snow Removal from the traffic islands As needed. where PARCS equipment is present, ice and snow droppings from vehicles in the South Shed and North Shed entrance/exit lanes, on the pedestrian island in the main entry/exit tunnel to the end of the sidewalk curb line at the roadway and along all sidewalks within the garage. 5. Establish and enforce security measures to ensure the safety and security of the Garage:

Requirements Schedule or Other Details a. Keep and use Timecards showing start Daily, each employee. and ending shift time. Handwritten time sheets are not acceptable. b. Patrol the facility using a Uniformed Daily 4:00 pm to 08:00 am the following Security Guard with a Radio to morning, 365 days. communicate with the parking office or MOD. c. Confirm, using Guard One system or Six (6) complete security rounds per each other Trust equipment, that complete security guard’s eight (8) hour shift. rounds are made of the Garage as required. d. Assist with Traffic Direction during Event As directed by the Trust, an additional Parking Entry and Exit. security guard may be required when more than 65 vehicles are expected for an event.

6. Maintain Rodent and Pest Controls in all Not less than twice (2) monthly. Parking Areas. 7. Undertake Marketing Activities. As directed by the Trust. 8. Vehicle Inventory - The inventory is the direct See Section 2.4.5 of the Agreement. responsibility of the Facility Manager. No overtime hours shall be permitted for conducting the physical inventory or reports required thereof. However, up to twelve (12) additional regular hours of labor will be permitted for payroll reimbursement supported by timecard audit for other employees of the Operator if the inventory is conducted by employees other than those assigned to the Garage (manager’s hours are not included as this is a salaried position). The hourly rate of pay for those hours used in the inventory shall not exceed the current rate of pay for onsite employees. A report of the Inventory shall be published within five (5) days after the completion of the inventory. 9. Purchase improvements, provide As directed by the Trust. construction management for repairs, and maintenance. 10. Valet Parking. As directed by the Trust. In addition and without, in any manner, limiting the duties and obligations set forth above, the Operator (using existing Operator labor force on-site) shall utilize, keep, and maintain the Garage and all the equipment and elements situated at the Garage in good and safe order and condition including without limitation the Detail Elements as listed below. 11. Detail Elements of the Parking Areas, Points of Access and Exit, Access Ramps, and Roadway are as follows: a. Benches. Inspect Monthly and report any problems to Trust. b. Bicycle racks (but Operator shall not have Inspect Monthly and report any problems to any liability for the security of any bicycles Trust. in such racks, absent the gross negligence or willful acts of Operator’s employees).

Requirements Schedule or Other Details c. Maintain a decal sticker system of all Ongoing. registered bicycles. (For Parking Patrons Only). d. Remove unregistered, unpaid, or illegally As found. parked bicycles from any area of the Garage. e. Bollards, inspect and re-anchor. Inspect and Repair Monthly. f. Fences, gates (rolling and swing) and Inspect and Repair Monthly. locks. g. Wheel stops. Inspect and Repair and/or Replace Monthly.

Repair/Maintenance Items Light Fixtures Drains Striping 8' LED 764 Roof 75 Item Ft/Units 4' LED 748 Level 2 24 10" Curbing 5,220 MH 99 Mezz 8 8" Traffic Line 176 LED Ramp 20 Total 107 4" Hatch 16,083 Stairs 40 1' Letters 183 Total 1,671 Signs 2' Letters 55

Hanging 50 3' Letters 20 Windows Walls 40 1 Head Arrows 130 Mezz 76 Columns 1,000 2 Head Arrows 25 Gotham 28 Posts 20 3 Head Arrows 2 L2 72 Total 1,110 4" Lines 47,941 L2P 40 4" ADA Lines 5,920 South 36 Square Feet ADA Logo 32 Nest 36 Roof 193,525 Stop Logo 17 North 48 L2 94,030 Total 260 L2P 51,810 Miscellaneous Gotham 39,730 Traffic Lanes 20 Trash Cans Mezz 46,165 Garage CCTV's 31 44 Gal 40 T Mezz 11,375 Secured Doors 9 S Ramp 29,610 Fire Extinguishers 82 Exterminator South 56,640 Sand Bags 1,000 Traps 50 N Tunnel 9,000 North 97,680 Security Stations Nest 58,755 Winter 54 Total 688,320 Other 48

The above Table does not include counts of any items in Closed Areas as reported in the Appendix A Table “Space Reconciliation By Area”.

APPENDIX C Parking Rates, 2019

Rates Effective 1/1/19 Rate/Area New 10.375% 18.375%

Transient Rates Day Rate Enter 4:00am - 8:00pm, Seven Days Up to 3.0 hours 16.90 20.00 Up to 9.0 hours 25.34 30.00 Maximum up to 24 hours 38.01 45.00 Lost Ticket Fee Maximum for each day parked 38.01 45.00 Night Rate Enter 8:00pm - 4:00am, Seven Days Nights 38.01 45.00 Early Bird North Level 1 Only, Credit Card Only, No Cash Enter Monday - Saturday 4am - 8:30am, Exit by 6pm Early Bird 16.90 20.00 Event Rate Starts 2 hours before a scheduled Event Rate is valid for 10 hours, over 10 hours pays posted rate. Event 33.79 40.00 Monthly Rates Rate/Area New 10.375% 18.375% Oversize Vehicle 88.70 97.90 105.00 Oversize Vehicle CCOF 63.36 69.93 75.00 Level 1 South 418.16 461.55 495.00 Level 1 South CCOF 401.27 442.90 475.00 Level 1 North 401.27 442.90 475.00 Level 1 North CCOF 375.92 414.93 445.00 Tenant Mezzanine 371.70 410.26 440.00 Tenant Mezzanine CCOF 350.58 386.95 415.00 Mezzanine 363.25 400.94 430.00

Mezzanine CCOF 342.13 377.63 405.00 Level 2 Indoors 375.92 414.93 445.00 Level 2 Indoors CCOF 354.80 391.62 420.00 Level 2 Prime 388.60 428.91 460.00 Level 2 Prime CCOF 367.48 405.60 435.00 Roof 354.80 391.62 420.00 Roof CCOF 333.69 368.31 395.00 Day North CCOF Only 257.66 284.39 305.00 Day Roof CCOF Only 232.31 256.41 275.00 Nights/Weekends CCOF Only 236.54 261.08 280.00 Miscellaneous Fees Area Violation, per day 20.00 Bank Denied Credit Card 20.00 Boot Removal 25.00 Card Activation 20.00 Expired Credit Card 20.00

Lost/Damaged Card 20.00 Nest Violation, per day 20.00 Returned Check 35.00 Suspended Account, per month 75.00 Time Zone Violation, per day 20.00

APPENDIX D

Management Fee

Year Amount of Management Fee

One $000.00 Two $000.00 Three $000.00 Four $000.00 Five $000.00 Option Six $000.00 Option Seven $000.00 Option Eight $000.00 Option Nine $000.00

APPENDIX E

Expenses of the Operator

“Expenses of the Operator” shall include the costs, fees, and expenses incurred by the Operator set forth below:

1. Salaries of all executive and supervisory personnel of the Operator not stationed at the Garage except that the salary of anyone substituting full time for a Garage manager who is stationed at Garage shall be included in Costs of Operations, provided, however, that the amount deemed to be Costs of Operations shall not exceed the regular salary for the job-slot being filled.

2. Salary or wages of any person employed by the Operator or its affiliated companies, other than for employees stationed at Garage.

3. Cost of bookkeeping, administration, accounting or other services performed by or for the Operator away from the Garage premises.

4. Payables processing, including the cost of data processing, payroll processing, Accounts Payable and Accounts Receivable processing.

5. Cost of monthly parking invoicing other than the use of services from within the Secom system.

6. Long distance telephone charges that are solely related to the operation of the Garage are acceptable as Costs of Operations, including long distance telephone charges between the Operator’s home office and its affiliates and the Garage and long distance telephone charges between the on-site parking office and Cashier Booth to Vendors, Consultants, and approved others.

7. Cost of unearned Vacation, Holiday, or Benefit Days and associated Payroll Tax

8. Cost of Unauthorized Overtime and associated Payroll Tax

9. Cost of Regional or Corporate allocation charges for 800 numbers, Customer Service Desk, computer access, etc.

10. Cost of VPN to Operators Network

11. HR Employment advertising, pre-employment screening, training, and/or, pre-employment background checks, and annual Driver License certification

12. Shopper services

13. Postage/Courier services between Parking Garage office and local city, regional or corporate offices of the Operator.

14. Preparation of federal, state, city payroll tax returns.

15. Preparation of sales or similar tax returns.

16. Auditing of receipts.

17. Planning and supervision of alterations and improvements to Garage, but not including architect’s or engineer’s fees. If the Trust requests the Operator take responsibility for alteration or improvement as a general contractor pursuant to Section 17.9 of the Agreement and the Operator utilizes an architect or engineer that is a staff professional of the Operator, then the Operator shall be entitled to charge a fee for such work as Costs of Operations at Operator’s standard labor rate, without markup and in no event higher than the rate that would be charged, on an hourly basis for such services by an outside architect or engineer charging prevailing and commercially reasonable rates. In either case such architect’s or engineer’s fees shall be deemed to be a part of the cost of alterations or improvement being planned or supervised.

18. The cost of all forms used in Garage which are standard forms of the Operator, but not including parking tickets, monthly stickers, coupon books, and special forms required for Garage, the cost of which shall be Costs of Operations.

19. The Operator’s corporate business taxes.

20. General and administrative expenses of the Operator except as otherwise provided herein.

21. Profit Sharing

APPENDIX F

Budget

Revenue Total Transient Monthly A/R Collected Miscellaneous Sub-Total IMF Event Aggregators (Monthly) Monthly (HRPT Groups) Sub-Total TOTAL

Expenses Total Payroll - Direct Payroll Tax Pension Workers Comp Health Welfare Garage Liability Insurance Garage Supplies Postage Office Supplies Signs Forms, Printing, Tickets & Receipts Uniforms Garage Repairs/Maintenance Equipment Repairs/Maintenance Damage Claims Parking Sales Tax Security Advertising Bank Charges Miscellaneous Management Fee Total Operator Expenses

Owner R&M Owner Capital Total Expenses

Operator IMF NOI Net Operating Income

The Budget line items in the Table above are the only line Items recognized in the Trust-approved Budget. All Income or Costs of Operations that do not meet the line item criteria shall be reported in the “Miscellaneous” line item for Income or Costs of Operations as applicable and as approved by the Trust.

APPENDIX G Approved Staffing Schedule

APPENDIX G HRPT LABOR SCHEDULE 4/6/19 PIER 40 PARKING POSITION SAT SUN MON TUE WED THUR FRI TOTAL MANAGER 7:00 AM 7:00 AM 7:00 AM 7:00 AM 7:00 AM 1 OFF OFF Salaried 5:00 PM 5:00 PM 5:00 PM 5:00 PM 5:00 PM 40.00 Event 4:30 PM 4:30 PM 4:30 PM 4:30 PM 4:30 PM 2 OFF OFF MOD 1:00 AM 1:00 AM 1:00 AM 1:00 AM 1:00 AM 40.00 Foreman 7:30 AM 10:00 AM 4:00 PM 4:00 PM 4:00 PM 3 OFF OFF MOD 5:00 PM 9:00 PM 1:00 AM 1:00 AM 1:00 AM 45.00 Foreman 4:00 PM 8:00 PM 12:00 AM 4:00 PM 4:00 PM 4 OFF OFF MOD 1:00 AM 8:00 AM 8:30 AM 1:00 AM 1:00 AM 45.00 Foreman 12:00 AM 12:00 AM 12:00 AM 12:00 AM 12:00 AM 5 OFF OFF MOD 11:00 AM 8:30 AM 8:30 AM 8:30 AM 8:30 AM 42.50 Attendant 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8:15 AM 6 OFF OFF Clerk 4:45 PM 4:45 PM 4:45 PM 4:45 PM 4:45 PM 40.00 12:00 AM 12:00 AM 12:00 AM 12:00 AM 12:00 AM 7 Attendant OFF OFF 8:30 AM 8:30 AM 9:00 AM 9:00 AM 8:30 AM 41.00 Attendant 12:00 AM 12:00 AM 12:00 AM 12:00 AM 12:00 AM 8 OFF OFF Driver 8:30 AM 8:30 AM 9:00 AM 9:00 AM 9:00 AM 41.50 Attendant 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8:15 AM 9 OFF OFF Handyman 4:45 PM 4:45 PM 4:45 PM 4:45 PM 4:45 PM 40.00 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8:15 AM 10 Attendant OFF OFF 4:45 PM 4:45 PM 4:45 PM 4:45 PM 4:45 PM 40.00 8:15 AM 8:15 AM 4:30 PM 8:15 AM 8:15 AM 11 Attendant OFF OFF 4:45 PM 4:45 PM 1:00 AM 4:45 PM 4:45 PM 40.00 Attendant 1:30 PM 1:30 PM 1:30 PM 1:30 PM 1:30 PM 12 OFF OFF Clerk 10:00 PM 10:00 PM 10:00 PM 10:00 PM 10:00 PM 40.00 Attendant 11:30 AM 11:30 AM 4:30 PM 4:30 PM 4:30 PM 13 OFF OFF Clerk 8:00 PM 8:00 PM 1:00 AM 1:00 AM 1:00 AM 40.00 Attendant 4:30 PM 4:30 PM 4:30 PM 4:30 PM 4:30 PM 14 OFF OFF Driver 1:00 AM 1:00 AM 1:00 AM 1:00 AM 1:00 AM 40.00 4:30 PM 4:30 PM 4:30 PM 4:30 PM 4:30 PM 15 Attendant OFF OFF 1:00 AM 1:00 AM 1:00 AM 1:00 AM 1:00 AM 40.00 4:30 PM 4:30 PM 4:30 PM 4:30 PM 4:30 PM 16 Attendant OFF OFF 1:00 AM 1:00 AM 1:00 AM 1:00 AM 1:00 AM 40.00 640.00 Regular Hours 40.00 Salaried Manager Hours TOTAL 655.00 Day Shift 15.00 Over Time Hours 160.00 Foreman MOD Afternoon Shift 12.50 Scheduled OT Foreman Hours Overnight Shift 81.00 Attendant/Maintenance/Clerk Hours Split Shift 359.00 Floor/Maintenance Hours Guaranteed OT 2.50 Scheduled OT Attendant Hours A All schedules include a 30 minute meal break including Manager B All Schedules have two consecutive days off C All positions require valid Driver’s License D All Employees do Maintenance and can be used to direct Event Traffic as needed E Daily Maintenance items posted by MRG/Foreman and inspected for compliance F All Employees must be able to operate Fee Terminal to fill in as a Cashier if needed G Over Night Foreman completes Transient Inventory between 2:30 - 3:30am Employees trained and assigned Tenant Sweeper and Scissors Jack Lift duties receive $1.50/hour H bonus but bonus is not part of the base wage. Over Night Attendants receives $1.00/hr. shift differential bonus but bonus is not part of the base I wage

APPENDIX G Approved Staffing Schedule Covid-Coverage

APPENDIX G HRPT COVID REDUCED LABOR SCHEDULE 4/10/2020 PIER 40 PARKING POSITION SAT SUN MON TUE WED THUR FRI TOTAL 7:00 AM 7:00 AM 7:00 AM 7:00 AM 7:00 AM 1 Manager OFF OFF 5:00 PM 5:00 PM 5:00 PM 5:00 PM 5:00 PM 40.00 Foreman 7:30 AM 10:00 AM 4:00 PM 4:00 PM 4:00 PM 2 OFF OFF MOD 5:00 PM 9:00 PM 1:00 AM 1:00 AM 1:00 AM 45.00 Foreman 4:00 PM 8:00 PM 12:00 AM 4:00 PM 4:00 PM 3 OFF OFF MOD 1:00 AM 8:00 AM 8:30 AM 1:00 AM 1:00 AM 45.00 Foreman 12:00 AM 12:00 AM 12:00 AM 12:00 AM 12:00 AM 4 OFF OFF MOD 11:00 AM 8:30 AM 8:30 AM 8:30 AM 8:30 AM 42.50 Attendant 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8:15 AM 5 OFF OFF Clerk 4:45 PM 4:45 PM 4:45 PM 4:45 PM 4:45 PM 40.00 12:00 AM 12:00 AM 12:00 AM 12:00 AM 12:00 AM 6 Attendant OFF OFF 8:30 AM 8:30 AM 8:30 AM 8:30 AM 8:30 AM 40.00 8:15 AM 12:00 AM 12:00 AM 8:15 AM 8:15 AM 7 Attendant OFF OFF 4:45 PM 8:30 AM 8:30 AM 4:45 PM 4:45 PM 40.00 Att- 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8:15 AM 8 OFF OFF Handyman 4:45 PM 4:45 PM 4:45 PM 4:45 PM 4:45 PM 40.00 Attendant 12:30 PM 12:30 PM 4:30 PM 4:30 PM 4:30 PM 9 OFF OFF Clerk 9:00 PM 9:00 PM 1:00 AM 1:00 AM 1:00 AM 40.00 4:30 PM 4:30 PM 4:30 PM 4:30 PM 4:30 PM 10 Attendant OFF OFF 1:00 AM 1:00 AM 1:00 AM 1:00 AM 1:00 AM 40.00 400.00 Regular Hours 40.00 Salaried Manager Hours TOTAL 412.50 Day Shift 12.50 Over Time Hours 120.00 Foreman MOD Afternoon Shift 12.50 Scheduled OT Foreman Hours Overnight Shift 56.00 Attendant/Handyman/Clerk Hours Split Shift 184.00 Floor/Maintenance Hours Guarenteed OT 0.00 Scheduled OT Attendant Hours A All schedules include a 30 minute meal break including Manager B All Schedules have two consecutive days off C All positions require valid Drivers License D All Employees do Maintenance and can be used to direct Event Traffic as needed E Daily Maintenance items posted by MRG/Foreman and inspected for compliance F All Employees must be able to operate Fee Terminal to fill in as a Cashier if needed G Over Night Foreman completes Transient Inventory between 2:30 - 3:30am Employees assigned Tenant Sweeper & Siccors Lift duties receive $1.50/hour bonus but bonus H is not part of the base wage. Over Night Attendants receives $1.00/hr shift differential bonus but bonus is not part of the base I wage

The above schedule was enacted 4/10/20 as a result of the down turn of business due to Covid-19. As business returns to a pre COVID occupancy; staff positions will be gradually added back to the schedule. The Operator will have seven (7) consecutive days to rebid the schedule per the terms of the Local CBA and fill the vacant position.

APPENDIX H

Job Descriptions and Qualifications

Job Description: Senior Manager Reports To: Regional Manage/VP Operations Assigned To: Off-Site Administration

BASIC FUNCTION: Responsible for the daily operation of several facilities including Pier 40. Ensures that all existing facilities operate in accordance with the specific SOPAM specific to the Garage and the requirements of the Trust. A minimum of 25% of this position hours should be spent at Pier 40.

Essential Duties and Responsibilities:

1. Supervision of day-to-day activities of the Facility Manager; 2. Responsible for maintaining the staffing of the facilities at the Garage; 3. Directly responsible for filling shift vacancies; 4. Direct responsibility for the administration of vacation requests submitted by Facility Manager and filling of the position while such employee is on vacation to the extent of allowing vacations only when qualified relief labor can be provided; 5. Direct responsibility for obtaining all quotes for goods and services; 6. Ensuring the prompt completion of daily paperwork for the Garage; 7. Supervision of the safe handling of cash and the timely deposit of cash for the Garage; 8. Ensuring the proper revenue trails are established for all transactions, including, but not limited to, proper ticket control, control over monthly permits, validations, and the accurate maintenance of receipts, card lists, card fees, and inventories; 9. Resolution of customer complaints and problems that cannot be immediately resolved by the Facility Manager; 10. Function as liaison between the Trust and field and executive staff as necessary; 11. Establishment of SOPAM customized for the Garage and updating existing SOPAM as needed; 12. Supervision of the training of all employees at the Garage; 13. Ensure the compliance of all labor union rules and regulations were deemed necessary; 14. Uphold all Operator policies and procedures as stated in the Operator’s employee handbook; 15. Personally inspect the Garage on a regular basis during all shifts of Operations. The site inspections are to ensure that proper operating procedures, corporate policies, and that the SOPAM rules and regulations are being followed by the Operator’s staff; 16. Developing and implementing customer service and marketing programs; 17. Directly responsible for completing a thorough inspection of the complete parking facility no less than bi-monthly with emphasis on facility cleanliness, appearance of employees, revenue control system, safety, and security issues. The

inspection report is to be submitted directly reported to the Trust’s Property Manager and included with the monthly Management Statement; 18. Identify all existing and potential operational problems and make appropriate recommendations to the Trust; 19. Inspect and recommend improvements to upgrade the appearance and cleanliness of the Garage; 20. Provide a mandatory and prompt response to emergency situations; 21. Review, originate, and evaluate priorities for all non-routine assignments in accordance with established procedures; 22. Review the monthly Management Statements prior to submitting to the Trust; and 23. Address any procedural violation or possible theft uncovered as a result of a field audit, which is to result in disciplinary action against the offending employee or employees.

Positions Directly Supervised: Facility Manager and MODs

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty and responsibility satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions

Education Required: Bachelor’s Degree preferred.

Experience Required: Minimum of five (5) years parking management experience with multiple location supervision.

Specific Knowledge: Strong analytical and interpersonal skills. Knowledge of accounting, general knowledge of computer systems, and clear and effective writing skills are an integral part of this position. Employee must possess experience and skills with Microsoft Office Suite. Working knowledge of the PARCS with A/R balances.

APPENDIX H

Job Descriptions and Qualifications

Job Description: Facility Manager Reports To: Senior Manager Assigned To: On-Site Facility

BASIC FUNCTION: Responsible for the operational effectiveness within contractual guidelines of the Garage, ensuring profitability, fostering good client relations, and promoting a professional image and approach to the business. In addition, the on-Site Management ensures a smooth running operation by guaranteeing that all staff members are performing their job functions in an efficient manner.

Essential Duties and Responsibilities:

1. Implementing and monitoring procedures necessary to facilitate a quality parking operation; 2. Meeting with the Trust to discuss parking issue(s) that arise and determining the resolution to such parking issue(s); 3. Maintaining the required staffing levels as a result of Operator’s employees calling out sick and/or failing to report to the Garage as scheduled; 4. Preparing a daily janitorial/maintenance punch list for employees, and inspecting the previous day’s maintenance list for completion; perform Garage inspection, including stair towers, upon arrival daily; 5. Follow up on any SECOM service requests for revenue control system repairs and maintenance; 6. Submit revenue control system error report to SECOM for resolution; 7. Review previous shift’s security contractor rounds to ensure security rounds were satisfactorily completed; 8. Review daily, weekly and monthly reporting provided by the on-Site staff and managerial team; 9. Administer all sub-contractor and vendor agreements; 10. Ensure compliance with all aspects of the SOPAM; 11. Organizing and developing employee training programs; 12. The Facility Manager is also responsible for daily report preparation, bank deposits, monthly access card inventory and distribution, ordering supplies, assisting in the accounts payable process, validation bookkeeping, ticket auditing, and other administrative duties; and 13. Conducting four (4) Garage-wide physical inventories annually.

Positions Directly Supervised: MODs, Clerk, Cashiers, Parking Attendants, Maintenance/Porters, Valets and any other Garage employee(s).

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of

the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions

Education Required: A minimum of an Associates Degree in Accounting, Computer Science, Engineering, or IT; or any Bachelor’s degree.

Experience Required: Four (4) years in parking supervisory position. A credit of two (2) years’ experience will be granted for candidates with a Bachelor’s degree.

Language Skills: Ability to read and interpret documents such as administrative procedure manuals, employee handbooks, safety rule, and operating/maintenance instructions. Must have the ability to write routine reports, correspondence and communicate effectively before groups of customers and/or employees.

Mathematical/Bookkeeping Skills: Ability to add, subtract, multiply, and divide in all units of measure, using whole numbers, common fractions, decimals and the ability to compute rate, ratio, and percent. Must have general accounting skills to maintain A/R and A/P balances of monthly accounts.

Specific Knowledge: Possess strong analytical and interpersonal skills. Knowledge of accounting, general knowledge of computer systems, and clear and effective writing skills are an integral part of this position. Must be experienced with Microsoft Office Suite (i.e., Excel, Word, Outlook, etc.). Must have previous experience with PARCS that have an A/R and payment posting platform.

Physical Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this role. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to talk and/or hear. The employee is frequently required to stand; walk; use hands to handle cash and equipment and reach with hands and arms. The employee is occasionally required to sit, climb, and/or balance. The employee must frequently lift and/or move up to 40 pounds. The employee must be able to perform daily Site inspections of the entire Garage.

APPENDIX H

Job Descriptions and Qualifications

Job Description: Foreman (“MOD”) Reports to: Facility Manager Assigned To: On-Site Facility

Basic Function: Assisting in the day-to-day management of the Garage. Administering the Agreement to manage and operate the Garage. Fostering good client relations and promoting a professional image and approach to the business.

Positions Directly Supervised: Clerk, Cashiers, Parking Attendants, Maintenance/Porters, and Valets.

Essential Duties and Responsibilities:

1. Provide the appropriate training and ensure the SOPAM is adhered to; 2. Monitor the performance of each associate and complete the necessary documentation to track such employee’s performance; 3. Meeting all staffing requirements at the Garage; 4. Issue and verify all starting change funds for the cash register within the parking office; 5. Verify all exception transactions; 6. Coordinate with cashiers, attendants, and other support personnel to ensure transactions are processed properly and the appropriate documentation is included with the end of shift reports and in accordance with SOPAM; 7. Verify cashier drops and process the cash drops in a timely manner; 8. Interact with cashiers and customers during fee disputes and other difficult instances; 9. Provide information requested by a customer should it be required; 10. Interview candidates for employment at the Garage; 11. Supervise and participate in the training sessions as directed by the Operator; 12. Review activity logs at the beginning of each shift to become familiar with the activity that occurred prior to the start of such MOD’s shift; 13. Perform Site inspections of the Garage and stair towers at the beginning and end of each MOD’s shift; 14. Meet with the Facility Manager to discuss details of the operation and provide direction for the effective utilization SOPAM; 15. Review payroll, cashier, and other reports and/or logs to ensure complete and accurate information prior to the Facility Manager's final review; 16. Provide a detailed analysis of such reports and/or logs relating to cashier activity and auditing such reports and/or logs; 17. Act on the behalf of the Facility Manager in his/her absence and provide a detailed synopsis should any actions be taken to the Senior Manager.

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education/Experience Required: High School Graduate, College Associate Degree preferred. A minimum of twelve (12) months working in a parking facility. A credit of six (6) months parking experience may be granted to candidates with an Associate’s Degree, and the one (1) year parking experience requirement may be waived for candidates with a Bachelor’s Degree.

Language Skills: Ability to read and interpret documents such as administrative procedure manuals, employee handbooks, safety rules and operating and maintenance instructions. Ability to write routine reports, correspondence, and the ability to speak effectively before groups of employees.

Mathematical Skills: Ability to add, subtract, multiply and divide in all units of measure, using whole numbers, common fractions, decimals and the ability to compute rate, ratio and percent.

Specific Knowledge: Possess analytical and interpersonal communication skills. Basic knowledge of accounting, general knowledge of computer systems, and clear and effective writing skills are an integral part of this position. Employee must be experienced with Microsoft Office Suite (i.e., Excel, Word, Outlook, etc.).

Physical Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this role. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to stand; walk; and use hands to handle cash and equipment. The employee is required to reach with hands and arms and talk and/or hear. The employee is occasionally required to sit, climb, and/or balance. The employee must occasionally lift and/or move up to 40 pounds. The employee is required to perform Garage-wide inspections during each shift.

APPENDIX H

Job Descriptions and Qualifications

Job Description: Event Foreman ("EMOD") Reports to: Facility Manager Assigned To: On-Site Facility

This position, at a minimum, is exclusive from May 1st – September 30th, or as event dates may require and/or if the season is extended due to additional Event bookings as decided by HRPT in their sole discretion. Because this position is a flexible work schedule outside of the current May 1 - September 30 prime event season and requires covering all staff positions of Attendant, Clerk, MOD and Facility Manager, the minimum base starting wage as defined in §4.8.5 of this Agreement shall be an additional $1.50/hour above that of an operations MOD. However, if the EMOD elects to bid down to an open operational MOD staffing schedule, the $1.50/hour bonus will be forfeited from the hourly rate of the EMOD.

Basic Job Function: Supervise the setup of the required road and lane traffic patterns, manage employees assigned to Event Prepay on entry and exit lanes. Ensure that all assigned employees have the appropriate equipment; i.e., equipment keys, prepay cards, roving cashier cards, safety vests, traffic direction flashlights, radios are fully charged and are in clean uniforms etc.

If the Event does not produce sufficient traffic to warrant using all the SP Plus staff in the lanes, the EMOD may release a suitable number of employees back to the Garage Operational MOD for normal duties within the Garage.

This position requires the EMOD to be in the lanes working during various weather conditions, directing customers to the proper areas, answering patron's questions and assisting in keeping traffic moving.  The EMOD is not to direct Traffic on any roadways outside of the Garage. This is the responsibility of PEP and/or Hornblower employees.

Due to the limited overnight staffing levels after 12:45am; the EMOV shall determine the number of prepay vehicles remaining in the facility before 12:30am.  If there are 40 or less vehicles remaining; one (1) Attendant is required for exit coverage,  If there are greater than 40 vehicles but less than 80 vehicles remaining; two (2) Attendants are required to cover the exits when the boat returns to the dock,  If there are greater than 80 vehicles remaining, two (2) Attendants and the EMOD are required to address the exit traffic situation.  Once the prepay exit has ended, the EMOD shall inspect the garage areas for housekeeping issues and to ensure that Hornblower is notified of their obligation to clean residual derbies and to pick up and store all traffic cones and signs to the appropriate area.

 Overtime shall be offered in accordance with Article XV §3 - Hours and Overtime of the current CBA with Local 272. The Facility Manager shall inform HRPT the following day of the use of overtime.

During Event Season, the EMOD may not do any MOD/Manager/Clerk or other Vacation relief coverage. If the EMOD is on vacation during prime Event season, the position must be filled with another MOD level employee.

Secondary Job Function Outside of Prime Event Season Outside of Prime Event season, the EMOD will provide vacation relief for the Facility Manager, other operations MOD's, Clerk, and finally Attendants as coverage is necessary.

When the EMOD takes vacation outside of the Prime Event Season, that vacation period does not have to be covered.

Positions Directly Supervised: Clerk, Parking Attendants, Maintenance/Porters, and Valets.

Essential Duties and Responsibilities: 1. Provide the appropriate training and ensure the SOPAM is adhered to, 2. Know the number of available spaces in the North, North Nest, South Daily and Roof areas in the event those spaces need to be used, 3. Document and ensure that required number of Hornblower employees are also present to assist with traffic/customer control/relations, 4. With assistance from PEP, keep the interior Pier 40 roadway traffic moving so that vehicle backup onto West or Houston Streets does not occur and directing said traffic from public street into North and/or South entrances, 5. If the queue of vehicles is too long for North Garage, break the incoming traffic and redirect them to South Garage, 6. Instructing customers to have Credit Cards ready for prepayments, (the concept is to work the line in advance of the TD to get customers paying with Credit Card on Entry and to minimize cash in the lanes), 7. Have the T-Square Credit Card payment option available and setup in the event of problems in the lanes, 8. Have prepaid receipts available as needed, 9. Immediately resolve exiting problems to ensure that there is no addition back up queue of vehicles per established and written SOP, 10. Coordinating with Event sponsor on boat departure or boat over sale situation, 11. Inform arriving customers of the above situation(s) before prepaying parking, 12. Ensure the Prepay and Roving Cashier cards are properly programmed, 13. Ensure the TD's are properly set for the Event Rate Prepay Val, 14. Reset the TD's for EB or other settings after Event Prepay is completed, 15. Document and resolve any Credit Card Denied in the lanes or unknown prepay tickets on exit, 16. Ensure enough petty cash on hand to make change from cash customers,

17. After the end of the prepay event, confirm the numbers and cash collection against the PARCS reports, 18. Provide a detailed analysis of such reports and/or logs relating to cashier activity and auditing such reports and/or logs, and 19. Act on the behalf of the Facility Manager in his/her absence and provide a detailed synopsis should any actions need to be taken by the Senior Manager.

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. All candidates applying for this position shall have a 60 day probationary and training period in the position before permanent assignment to the position and wage base adjustment. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education/Experience Required: College Associate Degree is preferred with a minimum of twelve (12) months working in a parking facility. A credit of six (6) months parking experience may be granted to candidates with an Associate's Degree, and the one (1) year parking experience requirement may be waived for candidates with a Bachelor's Degree.

Language Skills: Ability to read and interpret documents such as administrative procedure manuals, employee handbooks, safety rules and operating and maintenance instructions. Ability to write routine reports, correspondence, and the ability to speak effectively before groups of employees or to effectively communicate with parking patrons.

Mathematical Skills: Ability to add, subtract, multiply and divide in all units of measure, using whole numbers, common fractions, decimals and the ability to compute rate, ratio and percent.

Specific Knowledge: Possess analytical and interpersonal communication skills. Basic knowledge of accounting, general knowledge of computer systems, and clear and effective writing skills are an integral part of this position. Employee must be experienced with Microsoft Office Suite (i.e., Excel, Word, Outlook, etc.).

Physical Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this role. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to stand; walk; and use hands to handle cash and equipment. The employee is required to reach with hands and arms and talk and/or hear. The employee is occasionally required to sit, climb, and/or balance. The employee must occasionally lift and/or move up to 40 pounds. The employee is required to perform Garage-wide inspections during each shift.

APPENDIX H

Job Descriptions and Qualifications

Job Description: Handyman Reports to: Foreman (“MOD”) Assigned To: On-Site Facility

Basic Function: Conducts daily minor repairs to the parking facility and assists in parking operations during scheduled events as required. Can perform the duties of an “Attendant” as necessary.

Positions Directly Supervised: None

Essential Duties and Responsibilities: 1. Sweeping the facility manually and/or using the mechanical sweeper, 2. Paint/Replace Trash receptables, 3. Graffiti Removal, 4. Patching of potholes, 5. Pressure Wash floor slab and walls, 6. Repaint Curb lines, 7. Repaint Ramp/Slab Traffic Arrows, Logos and parking stall lines, 8. Clean drainage catch basins, 9. Clean windows, 10. Replace broken windows, 11. Paint walls and columns, 12. Clean Lane Equipment with stainless steel pickling solution, 13. Lighting Maintenance, including bulb, lamp and ballast replacement, 14. Prepare supply list of replacement cleaning or maintenance items, 15. Maintain in an orderly manner the Parking storage/maintenance room, 16. Install bollards and wheel stops, 17. Use power tools such as but not limited to drills, saws, air compressor, portable generator and drain snake.

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

1. Valid Driver’s License 2. Ability to operate a manual transmission vehicle 3. Valid NYC OSHA 10-hour Construction Industry Safety and Health Certification 4. Valid OSHA Aerial and Scissor Lift Certification

Education/Experience Required: High School Graduate.

Language Skills: Ability to read and interpret documents such as administrative procedure manuals, employee handbooks, safety rules and operating and maintenance instructions. Ability to write routine reports, correspondence, and the ability to speak effectively before groups of employees.

1. Must be able to communicate in both written and oral English with other employees, parking patrons and the general public.

Mathematical Skills: Ability to add, subtract, multiply and divide in all units of measure, using whole numbers, common fractions, decimals and the ability to compute rate, ratio and percent.

Physical Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this role. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to stand; walk; and use hands to handle cash and equipment. The employee is required to reach with hands and arms and talk and/or hear. The employee is occasionally required to sit, climb, and/or balance. The employee must occasionally lift and/or move up to fifty (50) pounds. The employee is required to perform Garage-wide inspections during each shift.

Exceptions: 1. This position is exempt from the Vacation/Benefit Day direct replacement requirement as required for all other employees by this Agreement. 2. This position is exempt from the new hire requirement as required for all other employees by this Agreement; however, this employee is subject to a 90 day probationary period at which time the employee must enter the CBA unit covering the facility. 3. This employee may be used for vacation shift coverage of other “Day Shift” employees only and if said vacation relief coverage does not adversely affect the employees primary schedule of repairs as described herein.

APPENDIX I

Required Monthly and Annual Reports

In addition to the Management Statement due on or before the 15th of each month, the following is a list of the various reports required by the Agreement. Previously, many of the reports have been generated from the onsite parking office via data from the Secom PARCS system.

The Trusts reserves the right, at any time, to add additional reports as it deems necessary.

In addition to a hard copy of the report with the Management Statement, Operator will also supply an electronic copy of each report in either MS Word or MS Excel format.

1. Tickets daily by month, Monthly, and Y-T-D Ticket Volume by rate increment and validation

2. Tickets Monthly and Y-T-D by increment and validation as a percentage of volume

3. Tickets Monthly and Y-T-D by increment and validation as a percentage of income

4. Tickets Monthly and Y-T-D by increment and validation as a cash values

5. Tickets Monthly and Y-T-D by increment and validation compared to previous year as cash values.

6. Tickets Montly and Y-T-D by increment and validation compared to previous year as percentage.

7. Monthly Census by Area Y-T-D

8. Monthly Census by House Accounts Y-T-D

9. Monthly Occupancy daily by month by area by time of day (4 a.m., 8 a.m., noon, 4 p.m., 8 p.m., midnight) noting maximum level of occupancy

10. Monthly Accounts opened by Area

11. Monthly Accounts closed by Area with explanation for termination

12. Space available by Area

13. ATB of Monthly Accounts at 30, 60, 90, and +90 days

14. Abandoned Vehicles

15. Vehicles on Lien

16. Running Claims report by Claimant detailing claim, area parked, reserve, amount paid, denied, or settled

17. Payroll overtime hours paid and explanation with proof of written approvals from the Trust.

18. Payroll other hours paid (i.e., vacation, holiday, benefit days)

19. Supervisors Report showing Senior/Area Manager and/or executive level site visits and areas addressed.

20. Daily/Monthly Audit report by Operator.

21. Sales Tax reports showing details of tax determination.

22. Monthly Account Balance adjustments with documentation.

23. Credit Card refunds report with documentation.

24. Transient Vehicles over 30 days.

25. Open Maintenance items detailing the item, responsible party, time lime for completion or reason for delay.

26. Waiting list by parking area.

27. Security Issues.

28. Daily MOD Maintenance Guard One exception tour report.

29. Daily MOD Maintenance checks list reports and completed assignments.

30. Guard One Security Patrol station exception tour report and documentation as to exceptions.

29. Variance report for all revenue and expense lines comparing current month to budget, current month to prior year, YTD variance to budget and prior year, and explanation for variances +/- $1,000.00.

30. M/WBE and SDVOB expense totals and percentage of overall expenses to date.

APPENDIX J

Inventory of Existing Equipment, Materials and Supplies

An inventory of existing equipment, materials and supplies will be provided to and confirmed with the Operator on the Commencement Date of the Agreement and included in this Appendix J.

APPENDIX K Management Deduction Fee for Non-Performance

Management Deduction Fee for Non-Performance of Contract Requirements $200 Management Deduction Section Occurrence Agreement Per Day for Explanation s Section Non- Performance Other Action Failure to submit on- First √ time reports: Second √ 2.6. Each report to be considered Third √ Default of contract separately. Failure to staff First √ garage as Second √ prescribed. 4.4.1. Each position to be Third √ Default of contract considered separately Parking rates: 1. annual survey Each √ Reimbursement 5.6. 2. new rate √ Occurrence of lost revenue implementation on prescribed schedule Late delivery of First √ 6.6.2 Management Second √ 8.6 Statement Third √ Default of contract Appendix B – First √ operator duties & Second √ 12.3.2. performance criteria: Each duty to be considered Third √ Default of contract separately

Appendix L Insurance Requirements

Upon the execution date of the Agreement or as of the date indicated in a “Notice to Proceed”, Operator shall provide the Trust with (i) Certificates of Insurance naming the Additional Insureds set forth below and, (ii) at the request of the Trust, the “Schedules of Forms and Endorsements” and copies of the Forms and Endorsements evidencing compliance with all coverage requirements contained in this Appendix. Such certificates and Schedules of Forms and Endorsements shall be in form and substance acceptable to the Trust. Acceptance and/or approval of such certificates and/or Schedules of Forms and Endorsements and copies of the Forms and Endorsements by the Trust do not, and shall not, be construed to relieve the Consultant of any obligations, responsibilities or liabilities under this Appendix. b) All insurance required by this Appendix shall include the following as “Additional Insured” if such coverage is available under such insurance policies: Hudson River Park Trust, the State of New York, the City of New York, and each of their offices, departments, and agencies. The Trust offices are located at Pier 40 - 353 West Street, Suite 201, New York, NY 10014 - Attn: Insurance Manager. The Additional Insured protection on the General Liability policy shall be provided on form CG 20 10 11 85 or its equivalent, or may be obtained through a combination of CG 20 10 07 04 and CG 20 37 07 04 or their equivalents. Additional Insured coverage must apply to direct and vicarious liability for both on-going and completed operations. c) Operator shall require that any contractors or subcontractors that perform work for the Operator under this Agreement in an amount of Five Thousand Dollars ($5,000) or more carry insurance with the same limits and provisions provided herein unless otherwise approved by the Trust on a case-by-case basis. All contractor insurance policies must include ISO Endorsement CG 20 38 or its equivalent to ensure additional insured protection is afforded the Trust without regard to privity of contract. d) Each insurance carrier must be rated at least “A-” Class “VII” in the most recently published A.M. Best’s Insurance Report. If, during the term of the policy, a carrier’s rating falls below “A-” Class “VII”, the insurance policy must be replaced no later than the renewal date of the policy with an insurer acceptable to the Trust and rated at least “A-” Class “VII” in the most recently published A.M. Best’s Insurance Report. e) Operator shall cause all insurance to be in full force and effect as of the execution date of the Agreement, or as of the date indicated in a “Notice to Proceed” if issued by the Trust, and to remain in full force and effect

throughout the Term of the Agreement and as further required by this Appendix. Operator shall not take any action, or omit to take any action, that would suspend or invalidate any of the required coverages during the period of time such coverages are required to be in effect. Coverage shall:

1. Be primary and non-contributing to any insurance or self-insurance maintained by the Trust.

2. Be obtained at the sole cost and expense of Operator or its respective (sub)contractor(s), and shall be maintained with insurance carriers authorized to do business in New York State and acceptable to the Trust.

3. Provide written notice to the Trust, at least thirty (30) days prior to the termination, cancellation or non-renewal or material alteration of such insurance policies; notice shall be sent, via express or certified mail to:

Hudson River Park Trust Attn: Insurance Manager 353 West Street Pier 40, Second Floor New York, NY 10014

4. Be solely responsible for the payment of their respective deductibles and self-insured retentions to which such insurance policies are subject. Self-Insured Retentions may not exceed Ten Thousand ($10,000) per claim unless otherwise approved by the Trust. General liability and umbrella/excess policies shall contain no deductibles in excess of Ten Thousand Dollars ($10,000) per claim unless otherwise approved by the Trust. f) Under no circumstances shall any insurance policies exclude coverage for claims that result from the imposition of New York Labor Law or for any Public Open Space or any portions of the premises used or for Public Access and Public Benefit Uses. g) Upon the renewal date of any insurance policies, Operator shall supply the Trust with updated replacement proofs of coverage on Certificates of Insurance. h) Operator shall cause to be included in each of its insurance policies a waiver of the insurer’s right of subrogation against the Trust and/or any Additional Insureds.

i) Operator, throughout the Term of the Agreement or as otherwise required by this Appendix, shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of this Appendix, or as required by law, whichever is greater (limits may be provided through a combination of endorsements, primary and umbrella/excess policies):

(1) Commercial General Liability Insurance with a limit of not less than Five Million Dollars ($5,000,000)] per occurrence. Such insurance shall be written on ISO Form CG 00 01 12 07 or substitute form providing equivalent coverage and shall cover liability arising from premises operations, independent contractors, products-completed operations, personal and advertising injury, cross liability coverage, blanket contractual liability (including tort liability of another assumed in a contract), extended bodily injury coverage, pollution liability (including broad form bodily injury and property damage, under Coverage A and B exclusions), cybercrime liability fire legal liability (property) and explosion, collapse & underground coverage, and damage to rented premises, If such insurance includes an aggregate limit, it shall apply separately on a per project or per location basis.

(2) Comprehensive Business Automobile Liability Insurance with a limit of not less than Five Million Dollars ($5,000,000) Combined Single Limit. Such insurance shall cover owned, leased, hired and non-owned automobiles; shall cover bodily injury, property damage and medical payments, and include uninsured and underinsured motorists’ coverage. If endorsement under the Comprehensive Business Automobile Liability coverage is not available, the Operator must provide an Equipment Policy in an amount not less than Three Million Dollars ($3,000,000.00) per occurrence. Such coverage shall apply to liability, property damage and physical injury for non-licensed off-road vehicle(s) used in connection with the Operator’s operations.

a. All operators of Trust vehicles shall submit a NYSDMV MV-15GC form to the Trust for evaluation and approval prior to being authorized to operate Trust vehicles. All drivers will then be entered into the Trust’s NYSDMV License Event Notification System Account.

b. Damage to Trust vehicles caused by authorized Operator’s staff shall be reimbursed to cover the full extent of damage and repair costs attributable to the Operator. Trust vehicles and property shall be repaired, and/or replaced to full working condition resulting from any cause of loss due to the operation of the Operator’s staff

(3) Garage Keepers Liability coverage with a limit of Five Million Dollars ($5,000,000.00) per occurrence at any one location, including full comprehensive and collision coverage on a primary basis for damage to any automobile or equipment held in the Operator’s care, custody or control; including but not limited to the transport or towing of vehicles of others.

(4) Workers Compensation, Employers Liability and Disability Benefits Insurance at statutory limits as applicable to the Operator’s operations and required by law. Proof of Workers Compensation coverage must be presented on the NYS WCB C- 105.2 or equivalent form; proof of Disability coverage must be provided on a DB-120.1 form.

i. The NY State Workers Compensation Board guideline regarding these requirements is available at: http://www.wcb.ny.gov/content/main/forms/AllForms.jsp

ii. If Exempt from Worker Compensation please refer to the following link and provide proof on the CE200 form issues by the NY State Workers Compensation Board: http://www.wcb.ny.gov/content/ebiz/wc_db_exemptions/r equestExemptionOverview.jsp

iii. If the Operator is not a NY State based business, then the Operator must provide a copy of its Workers’ Compensation policy’s Declarations Page to show that New York is listed in Part 3A and to confirm the policy provides statutory Employer’s Liability coverage applicable in NYS.

(5) If Operator is providing or subcontracting professional services, Operator shall certify that that the Operator and/or its consultant(s) and subconsultant(s) maintain Errors and Omissions Liability Insurance with coverage of not less than Three Million Dollars ($3,000,000) per claim and as an aggregate annual limit. Policy limits must be adequate to cover both the cost of defense and damages arising out of any resulting judgments and court costs.

a. Such insurance shall apply to professional errors, acts, or omissions arising out of the scope of services covered by the Agreement.

b. If coverage is written on a claims-made policy, Operator warrants that any applicable retroactive date precedes the effective

date of the Agreement; and that continuous coverage will be maintained, or an extended period exercised for not less than three (3) years and shall cover third party claims resulting from invasion of privacy, theft of data, data corruption and restoration.

(6) Cyber Liability, Information (or Data) Security Insurance coverage, or equivalent coverage or endorsement under an approved policy, with a limit of not less than Two Million Dollars ($2,000,000) per each claim; such insurance policies shall include coverage for the unauthorized access, accidental or deliberate disclosure of any person or organization’s confidential or personal information or data exchanged through oral, written or electronic means. Coverage shall apply to any data or information disclosure related liability arising from access or use of any confidential or personal information; including but not limited to trade secrets, processing methods, customer lists, financial information, credit card information or any other nonpublic information accessed or disclosed as indicated. Coverage shall also cover third party claims resulting from invasion of privacy, theft of data, data corruption and data restoration.

(7) The Operator shall obtain and maintain Comprehensive Crime Insurance, including holdup, robbery and other third party crime, employee theft, premise, transit and depositor’s forgery coverage, with limits as to any given occurrence of One Million Dollars ($1,000,000.00)

(8) Commercial Property Insurance covering at a minimum, the perils insured under the ISO Special Causes of Loss Form (CP 10 30), or a substitute form providing equivalent coverage, for loss or damage to any owned, borrowed, leased or rented capital equipment, tools, including tools of their agents and employees, staging towers and forms, and property of Trust held in their care, custody and/or control, which shall include but not be limited to Business Personal Property, Data Processing Equipment and Data Processing Media. Such coverage shall be in an amount not less than the full insurable value of the property held in the Operator’s care, custody and/or control. The Commercial Property Insurance Policy shall name Trust at Loss Payee;

(9) If during the performance of any construction work, restoration or alteration, “All Risk” Builder’s Risk completed value form covering

the perils insured under the ISO special causes of loss form extended coverage, including fire, vandalism, malicious mischief, collapse, water damage, and transit and theft of building materials, with deductible reasonably approved by the State, in non-reporting form, covering the total value of work performed and equipment, supplies and materials at the location of the job as well as at any off-Site storage location used with respect to the Garage. The policy shall cover the cost of removing debris, including demolition as may be legally necessary by the operation of any law, ordinance or regulation

Exhibit M Standard Clauses

[insert PDF of State Standard Clauses]

Exhibit N MWBE Requirements

PARTICIPATION BY MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES: REQUIREMENTS AND PROCEDURES

I. General Provisions

A. The Hudson River Park Trust (“Trust”) is required to implement the provisions of New York State Executive Law Article 15-A and Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations (“NYCRR”) for all State contracts, as defined therein, with a value (1) in excess of $25,000 for labor, services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property renovations and construction.

B. The operator or contractor/consultant to the subject contract (the “Contractor” and the “Contract,” respectively) agrees, in addition to any other nondiscrimination provision of the Agreement and at no additional cost to the Trust, to fully comply and cooperate with the Trust in the implementation of New York State Executive Law Article 15-A and the regulations promulgated thereunder. These requirements include equal employment opportunities for minority group members and women (“EEO”) and contracting opportunities for New York State-certified minority and women-owned business enterprises (“MWBEs”). The Contractor’s demonstration of “good faith efforts” pursuant to 5 NYCRR § 142.8 shall be a part of these requirements. These provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination provisions required by New York State Executive Law Article 15 (the “Human Rights Law”) and other applicable federal, state, and local laws.

C. Failure to comply with all of the requirements herein may result in a finding of non-responsiveness, non-responsibility and/or a breach of contract, leading to the assessment of liquidated damages and such other remedies are available to the Trust pursuant to the Agreement and applicable law.

II. Contract Goals

A. For purposes of this Agreement, the Trust hereby establishes an overall goal of 30 percent for MWBE participation, XX percent for New York State-certified minority-owned business enterprise (“MBE”) participation and XX percent for New York State-certified women-owned business enterprise (“WBE”) participation (collectively, “MWBE Contract Goals”) based on the current availability of MBEs and WBEs.

B. For purposes of providing meaningful participation by MWBEs on the Agreement and achieving the MWBE Contract Goals established in Section II-

A hereof, the Contractor should reference the directory of MWBEs at the following internet address: https://ny.newnycontracts.com.

Additionally, the Contractor is encouraged to contact the Division of Minority and Women’s Business Development at (212) 803-2414 to discuss additional methods of maximizing participation by MWBEs on the Contract.

C. The Contractor understands that only sums paid to MWBEs for the performance of a commercially useful function, as that term is defined in 5 NYCRR § 140.1, may be applied towards the achievement of the applicable MWBE participation goal. The portion of a contract with an MWBE serving as a broker that shall be deemed to represent the commercially useful function performed by the MWBE shall be twenty five percent (25%) of the total value of the contract.

D. The Contractor must document “good faith efforts,” pursuant to 5 NYCRR § 142.8, to provide meaningful participation by MWBEs as subcontractors and suppliers in the performance of the Contract. Such documentation shall include, but not necessarily be limited to:

1. Evidence of outreach to MWBEs; 2. Any responses by MWBEs to the Contractor’s outreach; 3. Copies of advertisements for participation by MWBEs in appropriate general circulation, trade, and minority or women-oriented publications; 4. The dates of attendance at any pre-bid, pre-award, or other meetings, if any, scheduled by the Trust with MWBEs; and, 5. Information describing specific steps undertaken by the Contractor to reasonably structure the Contract scope of work to maximize opportunities for MWBE participation.

III. Equal Employment Opportunity (“EEO”)

A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining to equal employment opportunities for minority group members and women shall apply to the Contract.

B. In performing the Agreement, the Contractor shall:

1. Ensure that each contractor and subcontractor performing work on the Contract shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

2. The Contractor shall submit an EEO policy statement to the Trust within seventy-two (72) hours after the date of the notice by the Trust to award the Agreement to the Contractor. 3. If the Contractor, or any of its subcontractors, does not have an existing EEO policy statement, the Trust may require the Contractor or subcontractor to adopt a model statement. 4. The Contractor’s EEO policy statement shall include the following language:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability, or marital status, will undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force. b. The Contractor shall state in all solicitations or advertisements for employees that, in the performance of the contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. c. The Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein. d. The Contractor will include the provisions of Subdivisions (a) through (c) of this Subsection 4 and Paragraph “E” of this Section III, which provides for relevant provisions of the Human Rights Law, in every subcontract in such a manner that the requirements of the subdivisions will be binding upon each subcontractor as to work in connection with the Contract.

C. Form EEO101 - Workforce Utilization Report

1. The Contractor shall submit a Workforce Utilization Report, and shall require each of its subcontractors to submit a Workforce Utilization Report, in such form as shall be required by the Trust on a monthly basis during the term of the Contract. 2. Separate forms shall be completed by the Contractor and any subcontractors.

D. The Contractor shall comply with the provisions of the Human Rights Law, and all other State and Federal statutory and constitutional non-discrimination provisions. The Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, creed

(religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest.

IV. Subcontractor Utilization Plan (MWBE)

A. The Contractor represents and warrants that the Contractor has submitted a Subcontractor Utilization Plan , or shall submit a Subcontractor Utilization Plan at such time as shall be required by the Trust,.

B. The Contractor agrees to adhere to such Subcontractor Utilization Plan in the performance of the Contract.

C. The Contractor further agrees that failure to submit and/or adhere to such Subcontractor Utilization Plan shall constitute a material breach of the terms of the Contract. Upon the occurrence of such a material breach, the Trust shall be entitled to any remedy provided herein.

V. Waivers

A. If the Contractor, after making good faith efforts, is unable to achieve the MWBE Contract Goals stated herein, the Contractor may submit a request for a waiver through the NYSCS, or a non-electronic method provided by the Trust. Such waiver request must be supported by evidence of the Contractor’s good faith efforts to achieve the maximum feasible MWBE participation towards the applicable MWBE Contract Goals. If the documentation included with the waiver request is complete, the Trust shall evaluate the request and issue a written notice of approval or denial within twenty (20) business days of receipt.

B. If the Trust, upon review of the monthly Actual Subcontractor Utilization Plan or any other relevant information, determines that the Contractor is failing or refusing to comply with the MWBE Contract Goals, and no waiver has been issued in regards to such non-compliance, the Trust may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven (7) business days of receipt. Such response may include a request for partial or total waiver of MWBE Contract Goals.

VI. Monthly Subcontractor Utilization Plan

The Contractor is required to submit monthly Actual Subcontractor Utilization Plan using the form provided by the Trust during the term of the Contract.

VII. Liquidated Damages - MWBE Participation

A. Where the Trust determines that the Contractor is not in compliance with the requirements of this Appendix and the Contractor refuses to comply with such

requirements, or if the Contractor is found to have willfully and intentionally failed to comply with the MWBE participation goals, the Contractor shall be obligated to pay to the Trust liquidated damages.

B. Such liquidated damages shall be calculated as an amount that is no greater than the difference between: 1. All sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE goals; and 2. All sums actually paid to MWBEs for work performed or materials supplied under the Contract.

C. In the event a determination has been made which requires the payment of liquidated damages and such identified sums have not been withheld by the Trust, the Contractor shall pay such liquidated damages to the Trust within sixty (60) days after they are assessed; provided however, that if the Contractor has filed a complaint with the Director of the Division of Minority and Women’s Business Development pursuant to 5 NYCRR § 142.12, liquidated damages shall be payable only in the event of a determination adverse to the Contractor following the complaint process.

Exhibit O SDVOB Requirements

PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED SERVICE-DISABLED VETERAN OWNED BUSINESSES

Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service- Disabled Veteran-Owned Businesses (“SDVOB”) thereby further integrating such businesses into New York State’s economy. The Trust recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of the Trust contracts.

In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, proposers are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

I. Contract Goals

A. The Trust hereby establishes an overall goal of 6% for SDVOB participation, based on the current availability of qualified SDVOBs. For purposes of providing meaningful participation by SDVOBs, the Operator should reference the directory of New York State Certified SDVOBs found at: http://ogs.ny.gov/Core/SDVOBA.asp. Additionally, following contract execution, Operator is encouraged to contact the Office of General Services’ Division of Service-Disabled Veterans’ Business Development at 518-474-2015 or [email protected] to discuss additional methods of maximizing participation by SDVOBs on the Agreement.

B. Operator must document “good faith efforts” to provide meaningful participation by SDVOBs as contractors or suppliers in the performance of the Agreement (see clause IV below).

II. Subcontractor Utilization Plan (SDVOB)

A. The Subcontractor Utilization Plan shall list the SDVOBs that the Operator intends to use to perform the contract services, a description of the work that the Operator intends the SDVOB to perform to meet the goals in the Agreement, the estimated dollar amounts to be paid to an SDVOB, or, if not known, an estimate of the percentage of contract work the SDVOB will perform. By signing the Subcontractor Utilization Plan, the Operator acknowledges that making false representations or providing information that shows a lack of good faith as part of, or in conjunction with, the submission of a Subcontractor Utilization Plan is prohibited by law and may result in penalties including, but not limited to, termination of a contract for cause, loss of eligibility to submit future bids, and/or withholding of payments. Any modifications or changes to the agreed participation by SDVOBs after the contract award and during the term of the Agreement must be reported on a revised Subcontractor Utilization Plan and submitted to the Trust.

B. The Trust will review the submitted Subcontractor Utilization Plan and advise Operator of the Trust’s acceptance or issue a notice of deficiency within twenty (20) days of receipt.

C. If a notice of deficiency is issued, Operator agrees that it shall respond to the notice of deficiency, within seven (7) business days of receipt, by submitting to the Trust a written remedy in response to the notice of deficiency. If the written remedy that is submitted is not timely or is found by the Trust to be inadequate, the Trust shall notify Operator and direct Operator to submit, within five business days of notification by the Trust, additional information to cure the noted deficiency. Failure to file the waiver form in a timely manner may be grounds for disqualification of the bid or proposal.

D. Operator agrees that a failure to use SDVOBs as agreed in the Subcontractor Utilization Plan shall constitute a material breach of the terms of the Agreement. Upon the occurrence of such a material breach, the Trust shall be entitled to any remedy provided herein.

III. Request for Waiver

A. Prior to submission of a request for a partial or total waiver, Operator shall speak to the Designated Contacts at the Trust for guidance.

B. In accordance with 9 NYCRR § 252.2(m), an operator that is able to document good faith efforts to meet the goal requirements may submit a request for a partial or total waiver, accompanied by supporting documentation.

C. Operator shall attempt to utilize, in good faith, the SDVOBs identified within its Subcontractor Utilization Plan, during the performance of the Agreement. Requests for a partial or total waiver of established goal requirements made subsequent to contract award may be made at any time during the term of the Agreement to the Trust, but must be made no later than prior to the submission of a request for final payment on the Agreement. Waiver requests should be sent to the Trust.

IV. Required Good Faith Efforts In accordance with 9 NYCRR § 252.2(n), contractors must document their good faith efforts toward utilizing SDVOBs on the Contract. Evidence of required good faith efforts shall include, but not be limited to, the following:

(1) Copies of solicitations to SDVOBs and any responses thereto.

(2) Explanation of the specific reasons each SDVOB that responded to Operator’s solicitation was not selected.

(3) Dates of any pre-bid, pre-award or other meetings attended by Operator, if any, scheduled by the Trust with certified SDVOBs whom the Trust determined were capable of fulfilling the SDVOB goals set in the Agreement.

(4) Information describing the specific steps undertaken to reasonably structure the contract scope of work for the purpose of subcontracting with, or obtaining supplies from, certified SDVOBs.

(5) Other information deemed relevant to the waiver request.

V. Monthly Subcontractor Utilization Plan (SDVOB) In accordance with 9 NYCRR § 252.2(q), Operator is required to report Monthly SDVOB Contractor Compliance to the Trust during the term of the Agreement for the preceding month’s activity, documenting progress made towards achieving the contract SDVOB goals. This information must be submitted using the Actual Subcontractor

Utilization Plan form which shall be completed by Operator for the preceding month’s activity.

VI. Breach of Contract and Damages In accordance with 9 NYCRR § 252.2(s), any contractor found to have willfully and intentionally failed to comply with the SDVOB participation goals set forth in the Agreement, shall be found to have breached the contract and Operator shall pay damages as set forth therein.