July 22, 2020

SUBJECT: REQUEST FOR INFORMATION (RFI #10007) SITE-WIDE PROPERTY MANAGEMENT SERVICES AT THE

Dear Respondent:

The Port Authority of New York and New Jersey (“Port Authority”) is seeking industry feedback from experienced Building and Property Management service providers regarding site-wide property management services at the World Trade Center (WTC) site. The Port Authority may use the information it receives from firms who respond to this RFI (“Respondents”) (including information shared by Respondents during planned one-on-one RFI meetings) to further develop the Port Authority’s procurement approach and strategy for a future procurement to procure site- wide property management services at the WTC site.

I. RESPONDENT PROFILE Respondents to this RFI should be generally be able to demonstrate to the Port Authority that they possess extensive experience in providing broad management services of large, complex, mixed use sites that include significant transportation infrastructure, retail, or cultural components in urban environments similar to the location of the WTC site.

II. BACKGROUND The World Trade Center (WTC) campus is currently managed through a Site-Wide Property Management (“SWPM”) Contract (“Contract”). The Contract, awarded by the Port Authority in June 2013, is currently set to expire in June 2021. Under this Contract, the incumbent Contractor is responsible for all operations and maintenance functions for Port Authority owned assets and common infrastructure at the WTC. Unlike most other Port Authority facilities, the staff at the WTC who are responsible for operations and maintenance are almost entirely SWPM contractors and sub-contractors, with Port Authority managers overseeing the Contract. When the Port Authority first procured the Contract, the WTC campus was still a large construction site not yet open or accessible to the public, and the Contract scope of work was established based on anticipated, not actual, operations of the WTC. Responsibilities have evolved since the award of the Contract in 2013 as the WTC has shifted from a construction site to a fully operational 24/7 commuter hub, retail mall, commercial office hub, and tourist destination, with some development sites pending completion. Currently, the Contract includes extensive scope and responsibilities, and includes oversight of large amounts of complex critical infrastructure and assets including but not limited to: 1. The Oculus, PATH Transportation Hub, Supporting Infrastructure, and 24/7 Hub Operations Control Center 2. The River Water Pump House and Central Chiller Plant 3. The Vehicle Security Center (VSC) and Below-Grade Vehicle Roadway Network

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

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4. The Campus Security Plan and Exterior Plazas, Sidewalks, and Street Furniture Additionally, the WTC hosts over 300 special events annually, some of which are sponsored by the Port Authority, and some of which are sponsored by third parties. These events require support services such as porters, electricians, wayfinding staff, and elevator operators. Finally, the Contract provides the Port Authority with significant levels of flexibility to effectively meet the evolving needs of the WTC Department. Recent examples of this kind of flexibility includes:

• Example: Providing support for various operational priorities that may shift throughout the contract, such as important or unforeseen temporary special events or streets/sidewalk maintenance until such time as an agreement is reached between the City of New York and the Port Authority regarding ongoing maintenance responsibility going forward. • Example: Providing maintenance resources and oversight in support emergency response to a water main leak for another tenant (potentially outside of the SWPM area), and then billing later on a time and materials basis. • Example: Ability to quickly procure temporary signage production and installation to support urgent or temporary needs, such as COVID-19 social distancing guidance in the Oculus and PATH Transportation Hub areas.

III. WTC SWPM GOALS The Port Authority has several strategic goals for the current and future SWPM Contract (“Program Goals”) that Respondents should review and consider as they develop their responses to this RFI.

These WTC SWPM Program Goals include: 1. Maintaining the WTC’s status as a modern world-class facility. 2. Preserving and promoting the WTC Campus as a place of international significance and a regional gathering and connection point. 3. Providing strategic support to potential new assets and the WTC and Port Authority’s mission, priorities and objectives, which includes new assets becoming in-scope during the period prior to the future procurement, such as the Ronald O. Perelman Performing Arts Center (including vehicular access roadway and security equipment under the Performing Arts Center) and infrastructure to support the St. Nicholas National Shrine at the WTC. 4. Continually identifying opportunities to improve efficiency and outcomes (e.g. through technology and improved processes). 5. Strategic use and leverage of Maximo, the Port Authority’s asset management system.

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IV. RFI QUESTIONS The Respondent is encouraged to provide responses to each of the questions set forth in this section, although the Respondent is not required to respond to all questions. We further encourage Respondents to note in their responses any pertinent market data, precedent transactions, or industry best practices that would help the Respondent elucidate on their proposed approach or point-of-view. Respondents should thoroughly review the relevant Attachments to this RFI for question context and background. A. Approach to Site-Wide Program Management 1. Please describe how you would structure management and oversight (including management of subcontractors and communication with key WTC divisions) at the WTC, considering the diverse assets, needs, and stakeholders of the WTC as a fully operational 24/7 commuter hub, retail mall, commercial office hub, and tourist destination. What Port Authority staffing and supporting roles would you recommend in support of the future SWPM contract? Where possible, please provide examples of other transactions where this structure was effective. 2. What tools and technologies (e.g., the Port Authority’s Maximo system, proprietary tools) would you utilize to manage the WTC assets, staff, finances, procurement, and other aspects of the work under the SWPM contract? 3. Please describe how have you used maintenance and asset management systems and emerging technologies to innovate on how a site comparable to the WTC is managed. Which tools were used? What was the nature of the site and your firm’s role? What outcomes were achieved? 4. Please describe what opportunities you see exist to incorporate existing and emerging technology (e.g., the Internet of Things) or practices to improve SWPM at WTC. Please provide examples from your prior experience and knowledge of innovative and emerging technologies. 5. What recommendations, based on your own experience or market precedent or industry best practices, do you have related to performance management for the vendor and subcontractors at the WTC, including reporting and Key Performance Indicators (KPIs), considering the goals of the WTC SWPM Program Goals? 6. Please describe how have your firm has ensured diversity and inclusive practices throughout your past contracts, including hiring, procurement, sub-contracting, and customer interaction. Please provide examples of the strategies and outcomes in other transactions or your firm’s current contracts. 7. Are there additional resources, activities, optional scope or services your firm would recommends the WTC Department add to the future SWPM scope? Please provide examples and outcomes from other transactions where this led to efficiencies or improved outcomes.

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B. Cost and Fee Structure 8. Please describe how would your firm structure would propose structuring its costs to ensure that vendors and the Port Authority’s interests are aligned under the future SWPM contract. (See Attachment E – SWPM Contract Key Term Sheet). 9. The Port Authority does not currently authorize any mark-up on SWPM costs incurred by the SWPM vendor. Please provide your feedback on this requirement, and what alternative approaches (if any) would your firm recommend and why. Please describe in detail any improvements in effectiveness, efficiency, and/or cost savings that would be achieved. 10. What would be your recommendation related to cost/fee structure to provide the WTC with the flexibility it will continue to need in order to achieve the WTC SWPM Program Goals? What would the impact of adding services or assets through contract amendments be on your cost and fee structure? C. Key SWPM Agreement Terms and Conditions 11. The Port Authority currently requires SWPM be completed by a vendor serving as a contractor, and not an agent of the Port Authority. This requires the vendor to indemnify the Port Authority from liability. Please provide your feedback on this Port Authority requirement as it relates to the original SWPM scope, and as it relates to any future contract modifications (e.g., added SWPM scope)? In your response, please provide any relevant market examples, and note industry best practices. 12. The Port Authority requires oversight of the vendor’s employee acquisition and termination decisions related to any SWPM staff engage in work under the SWPM contract. Please provide your feedback on this requirement. If there are any alternatives you would recommend, please describe in detail the improved effectiveness or efficiency it would provide to both the Port Authority and the SWPM Contractor.

V. SUBMISSION REQUIREMENTS To respond to this RFI, please submit the following documents in the order listed below: A. A cover letter (on company letterhead) that includes: (i) an overview of your firm, (ii) relevant experience and qualifications demonstrating extensive experience and expertise in building and property management of assets similar to the WTC site, and (iii) the names and titles of the firm’s key leadership personnel. The Respondent may also provide any other relevant information regarding the Respondent that would be useful for the Port Authority to know in the context of this RFI. B. Your responses to the questions provided in Section IV of this RFI (no more than 20 pages). C. Agreement on Terms of Discussion (Attachment A), executed by an officer of your company.

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D. Each Respondent must email a PDF copy of its RFI response to Ms. Courtney Eddington, Senior Contract Specialist, at [email protected] by no later than 2:00 p.m. EST on August 12, 2020. The subject line of the email should clearly indicate the RFI #10007 and the title of the RFI. The body of the email should include contact information of the sender, and a description of the contents of the email. Respondents must not include any firm marketing materials or other promotional materials.

VI. PORT AUTHORITY CONTACT AND QUESTIONS Should your firm have any questions, please contact Ms. Courtney Eddington, Senior Contract Specialist, at [email protected]. All such correspondence must have your name, title, company, mailing address, telephone number, and state “RFI 10007” in the subject line. The Port Authority must receive all questions no later than 4:00 P.M. EST on August 7, 2020.

VII. INDUSTRY BRIEFING The Port Authority has conducted a public Industry Briefing via WebEx on July 22, 2020 regarding the SWPM and this RFI. The recorded version of the Industry Briefing is available on the Port Authority’s Procurement webpage. To access the Industry Briefing video, please click here: https://panynj1.webex.com/recordingservice/sites/panynj1/recording/playback/0be54540826f414 196cc6816d5bc3220.

VIII. ONE-ON-ONE MEETINGS At any time after the receipt of responses, the Respondent may be asked to attend a one-on-one meeting with Port Authority staff to discuss the Respondent’s responses, and for the Port Authority to receive further feedback from the Respondent. The Port Authority will communicate the date, time, and place of follow up of these one-on-one meetings in due course.

IX. CONDITIONS TO RESPONDING AND THE PORT AUTHORITY’S RESERVED RIGHTS A. Neither the expression of your organization’s interest, nor the submission of your organization’s qualifications and any documents or other information, nor the acceptance thereof by the Port Authority, nor any correspondence, discussions, meetings or other communications between your organization and the Port Authority impose any obligation on the Port Authority. The Port Authority has no obligation to Respondents. Respondents costs of participation or information preparation in response to this RFI are not compensable. B. This RFI is an inquiry only. No contract or agreement will be entered into as a result of this RFI. There are no guarantees made or implied by the Authority that the gathering of information as a result of this RFI will result in a public procurement process for the performance of any services contemplated herein, nor that any subsequent procurement will follow the approach described herein. C. The Port Authority reserves all its rights at law and equity with respect to this RFI including, but not limited to, the unqualified right, at any time and in its sole discretion, to change or modify this RFI, to seek clarification and additional information from Respondents, to request any or all Respondents to make a presentation, or to request to deny any one-on-one meetings between the Port Authority and the Respondent.

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X. ATTACHMENTS: Attachment A: Agreement on Terms of Discussion Attachment B: Asset Overview Attachment C: Current SWPM Scope of Work Attachment D: The Authority Mission and Priorities Attachment E: SWPM Contract Key Term Sheet

ATTACHMENT A REQUEST FOR INFORMATION FOR SITE-WIDE PROPERTY MANAGEMENT SERVICES AT THE WORLD TRADE CENTER SITE (RFI #10007)

AGREEMENT ON TERMS OF DISCUSSION

The Port Authority’s receipt or discussion of any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) shall not impose any obligations whatsoever on the Port Authority or entitle us to any compensation therefor (except to the extent specifically provided in such written agreement, if any, as may be entered into between the Port Authority and us). Any such information given to the Port Authority before, with or after this Agreement on Terms of Discussion (“Agreement”), either orally or in writing, is not given in confidence. Such information may be used, or disclosed to others, for any purpose at any time without obligation or compensation and without liability of any kind whatsoever. Any statement which is inconsistent with this Agreement, whether made as part of or in connection with this Agreement, shall be void and of no effect. This Agreement is not intended, however, to grant to the Port Authority rights to any matter, which is the subject of valid existing or potential letters patent.

Any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, or other material communicated or exhibited by us or on our behalf) provided in connection with this procurement is subject to the provisions of the Port Authority Public Records Access Policy adopted by the Port Authority’s Board of Commissioners, which may be found on the Port Authority website at: http://corpinfo.panynj.gov/documents/Access-to-Port- Authority-Public-Records/. The foregoing applies to any information, whether or not given at the invitation of the Authority.

______(Company)

______(Signature)

______(Title)

______(Date) ORIGINAL AND PHOTOCOPIES OF THIS PAGE ONLY. DO NOT RETYPE.

Rev. 01/27/17

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

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Attachment B: Asset Overview

Port Authority-Owned Assets & Equipment

• WTC Oculus Transportation Hub, WTC PATH Station, and other interiors: o White Carrera marble and radiant heat floors o Retractable skylight with smoke purge system o Operations Command Center o Central Fan Plant o 47 escalators and 21 elevators o Six fire command stations and 26,500 fire detection systems o 70 radio locations and 76 radio channels • River Water Pump House and Central Chiller Plant: o Four large pumps, pumping 15,000 gallons per minute from the Hudson River o Provides 10,000 tons of central cooling per hour to the Hub, PATH, retail, 9/11 Memorial and VSC • Exteriors and Campus Security Plan: o One-Acre (50 Trees, 1,000 Shrubs) o One-of-a-kind Living Wall with built in irrigation system o Pedestrian plazas and sidewalks (e.g. Oculus Plaza) o In-ground security equipment (license plate readers, raptors, bollards, barriers, booths, etc.) integrated with vehicle scheduling software • Vehicle Security Center (VSC) and Below-Grade Vehicle Roadway Network (VRN): o State-of-the-art processing/security systems o Below-grade roadway connecting to all property loading docks, car parking, and bus parking ``

Attachment C: Current SWPM Scope of Work

SWPM Current Scope (1/2) All activities to meet Building Owners and Managers Association standards and quality consistent with industry best practices and Class-A standards

General Maintenance of Major Assets/Components Security and Equipment Support Tenant Coordination Services • HVAC heating & cooling, including Central Chiller Plant • CCTV & fiber optic infrastructure • Special Events • High tension systems • Access control • Film and Photo Shoots • Utility management (including billing): chilled water, domestic • Vehicle credentialing • Concerts & Performances water, hot water, electric, steam • Vehicle arrest devices • Work Coordination • Vertical transportation • Site 5 PAPD Trailers • Fire alarm and suppression systems • Campus Plan equipment • Campus-wide radio systems o Booths • Campus-wide streets o Bollards • Major works & minor capital projects o Raptor cabinets and barriers • Hub Operations Control Center (OCC) o Weight scales • PAPD and SWPM Facilities Maintenance o Lighting • Grounds maintenance: Living Wall & Liberty Park o Signage • Site-wide wayfinding • Snow removal and Flood Mitigation • Cleaning and Janitorial • Marble maintenance • Oculus Roof • Slurry Walls SWPM Current Scope (2/2) All activities to meet with Building Owners and Managers Association standards and quality consistent with industry best practices and Class-A standards

Other Management and Administrative Services • Staffing / employment of personnel & vendors • Technology solutions / management • Financial management & reporting • Development of SOPs • Operating budget development • Strategic sourcing & inventory management • Capital budget development • Inspection of managed areas • Stakeholder invoicing / collections • Emergency preparedness / training • Record keeping / administration • Project management • Service call center • Procurement plan • Communications / functional representation • Sustainability performance management & reporting • Maintenance schedules & program development • Radio communications maintenance • Computerized maintenance and management system (CMMS) • Parking operations services ``

Attachment D: The Authority Mission and Priorities

ATTACHMENT E: SWPM Contract Key Term Sheet

1. Cost and Fee Structure

The Authority anticipates a future contract pricing model that assigns payments through the following (please also see Table: Example annual fee structure below for example of bold terms):

 A Management Fee, comprised of a Base Fee and Performance Fee;  Direct Personnel Costs, assessed at a designated hourly rate to cover salary and benefits for each dedicated SWPM employee;  Reimbursable Expenses, including all acceptable expenditures to deliver SWPM services; and  Subcontractor Costs, which may not include mark-ups for the SWPM vendor. The Authority anticipates the Fixed Management Fee will be based on a fixed structure, with two components:

 A Base Fee equal to 80% of the total annual Management Fee, with 1/12 of the Base Fee automatically disbursed monthly; and  A Performance Fee equal to 20% of the total annual Management Fee, with ¼ of the Performance Fee disbursed quarterly contingent upon performance against KPIs. Annually, the Authority and the vendor will agree upon key criteria and KPIs that will be utilized to determine vendor performance. Quarterly, the Authority would also like the ability to monitor additional KPIs, as needed, and will determine the percentage of the Performance Fee to be awarded to the vendor based on their performance.

Each year, the Authority anticipates that the vendor will submit the following for approval:

 A proposed annual business plan, identifying services to be performed directly by the vendor, and those that will be performed by subcontractors;  A proposed annual operating budget;  A proposed annual capital budget for replacement of equipment, equipment upgrades, or Stakeholder-requested services; and  A proposed schedule for period funding of anticipated expenditures recorded in the operating and capital budget. The operating and capital budget will determine the not-to-exceed limit of funds available to the vendor to provide all SWPM services each year.

4 World Trade Center l 150 Greenwich Street, 21st floor l New York, NY 10007

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To further clarify the fee structure, please find a sample scenario below. All expense, cost, and reimbursement data is included purely as an example of the fee structure and does not represent any actual or expected costs for SWPM services.

Table: Example annual fee structure

PANYNJ SWPM Vendor Net Expense Type Expense Cost ($) Compensation / Profit Reimbursement ($) Management Fee $0.00 $950,000.00 $950,000.00 Base Fee $0.00 $760,000.00 $760,000.00 Performance Fee* $0.00 $190,000.00 $190,000.00 Direct Personnel $5,500,000.00 $5,500,000.00 — Costs Operations Payroll $2,200,000.00 $2,200,000.00 — R&M Payroll $3,300,000.00 $3,300,000.00 — Reimbursable — $1,000,000.00 $1,000,000.00 Expenses Janitorial $200,000.00 $200,000.00 — R&M $750,000.00 $750,000.00 — Grounds $30,000.00 $30,000.00 — Security $20,000.00 $20,000.00 — Insurance — $300,000.00 $300,000.00 Premium** Liability Coverage $250,000.00 $250,000.00 — Workers — $50,000.00 $50,000.00 Compensation Subcontractor Costs $100,000.00 $100,000.00 — TOTAL $6,900,000.00 $7,850,000.00 $950,000.00

* In this scenario, 100% of the performance fee has been paid out. If the agreed upon KPIs were not met and only 50% of the performance fee was paid, the Management Fee would be equal to $855,000 total, inclusive of $95,000 for the Performance Fee.

** Liability insurance premiums up to $550,000 will be reimbursed by the Authority. Premium costs beyond $550,000 will be paid by the SWMP contractor.

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2. Contract Terms

a. Period of Performance

The Authority anticipates that if a contract is solicited and ultimately awarded, the period of performance will be approximately seven years, with the possibility of an extension period consisting of three option years.

b. Staffing The Authority reserves the right to remove or replace any SWPM personnel at any time.

3. Authority IT Standards and Compliance (generic) All product, service, and maintenance acquisitions must continuously maintain compliance with all applicable regulatory and contractual responsibilities based on the data processed and function of Port Authority systems. The Contractor shall comply with all US cybersecurity government regulations, Federal, NYS, and NJS laws (CJIS, NERC, Cyber, PII, PHI, etc.), industry requirements (Sarbanes-Oxley, Gramm-Leach, PCI-DSS, etc.), Port Authority Policies (Cybersecurity Policy, Cybersecurity Policy Standards and Guidelines, etc.), and assigned best practices (NIST800-53 R4 and CSA security controls) as applicable. The [SYSTEM NAME] system (further referred to as “System”) has been classified by the Agency System Owner as “[Low/Moderate/High]” risk, in accordance with the NIST SP 800-37 risk management framework practice. The [VENDOR NAME] (further referred to as “Vendor”) that is contracted to perform work for the Authority shall be responsible for and provide evidence of continued compliance with NIST controls standard as applicable and is required to fill out the CSO Security Controls Matrix (NIST based for an on-premise solution and/or off-premise solution, CSA based for cloud solution, and both for hybrid combination) form(s) to be returned to the Authority’s Contract Administrator. At all times while this Agreement is in effect, the Vendor shall ensure that the Agency data and the System used to perform the Work remain in compliance with the controls set forth in the Matrix. In an event, when the System, in the Port Authority’s sole discretion, is determined to be out of compliance with applicable security controls, the Vendor shall correct such deficiencies pursuant to a remediation plan approved by the Port Authority or pursuant to the direction of the Port Authority. Any failure to correct such deficiencies promptly or the repeated occurrence of deficiencies, may be deemed a material breach of this Agreement and be cause for the Port Authority to terminate this Agreement.

4. Liability insurance and Workers’ Compensation Insurance requirements

A. Commercial Liability Insurance: 1) The Consultant(s), and all of its/their Sub-consultants shall take out, maintain, and pay the premiums on Commercial General Liability Insurance for the life of the Agreement and such Insurance and shall be written on an ISO occurrence form CG 00 01 0413 or its equivalent covering the obligations assumed by the Consultant(s) under this Agreement, including, but not limited to, Premises-Operations, Products and Completed Operations, and Independent Consultant’s coverages, with contractual liability language covering the obligations assumed by

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the Consultant(s) with insurance covering against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the Agency in limits of not less than $25,000,000 combined single limit per occurrence and in the annual aggregate. If vehicles are to be used to carry out the performance of this Agreement, then the Consultant(s) shall also take out, maintain and pay the premiums on Automobile Liability Insurance covering all owned, non-owned and hired autos in not less than $15,000,000 combined single limit per accident for bodily injury and property damage. The insurance shall be written on an occurrence basis, as distinguished from a “claims made” basis, and shall not include any exclusions for “action over claims” (insured vs. insured) and minimally arranged to provide and encompass at least the following coverages:  Contractual Liability to cover liability assumed under the Agreement;  Independent Consultant’s Coverage;  Premises-Operations, Products and Completed Operations Liability Insurance;  The insurance coverage (including primary, excess and/or umbrella) hereinafter afforded by the Consultant(s) and Sub-consultant(s) shall be primary insurance and non-contributory with respect to the additional insureds;  Excess/umbrella policies shall “follow form” to the underlying policies;  Excess/umbrella policies shall have a liberalization clause with drop down provision;  Coverage for explosion, collapse and underground property damage (XCU);  Deletion of the pollution exclusion;  To the extent any coverage the Consultant(s) and Sub-consultant(s) obtains and/or maintains under this Agreement contains “Other Insurance” language or provisions shall not be applicable to the additional insureds or to any insurance coverage maintained by the additional insureds;  All insurance policies shall include a waiver of subrogation, as allowed by law, in favor of the additional insureds;  Defense costs must be outside of policy limits. Eroding limits policies are not permitted;  In the event the Consultant(s) and/or its Sub-consultant(s) obtains and/or maintains broader coverage and/or insurance in an amount greater than the minimum limits required under this Agreement, then the full limits of that insurance coverage will be available to respond to any claims asserted against the additional insureds that arises out of or is in any way connected with this Agreement;  Additional insureds coverage shall not be restricted to vicarious liability unless required by controlling law. In addition, the liability policy(ies) shall be written on a form at least as broad as ISO Form CG 20 10 10 01 (for ongoing operations work) together with ISO Form CG 20 37 10 01 (for completed operations work) or their equivalent and endorsed to name “The Port Authority of New York and New Jersey, and its related entities, their Commissioners, Directors, Superintendents, officers, partners, employees, agents, (WTC additional Insureds indicated below.) as Insured (as defined in

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the policy or in an additional insured endorsement amending the policy’s “Who is An Insured” language as the particular policy may provide). The “Insured” shall be afforded coverage and defense as broad as if they are the first named insured and regardless of whether they are otherwise identified as additional insureds under the liability policies, including but not limited to premise- operations, products-completed operations on the Commercial General Liability Policy. Such additional insureds status shall be provided regardless of privity of contract between the parties. The liability policy (ies) and certificates of insurance shall contain separation of insured and severability of interests clauses for all policies so that coverage will respond as if separate policies were in force for each insured. An act or omission of one of the insureds shall not reduce or void coverage to the other insureds. The Contractor is responsible for all deductibles or losses not covered by commercially procured insurance. Any portion of the coverage to be provided under a Self-Insured Retention (SIR) of the Contractor is subject to the review and approval of the General Manager, Risk Financing. Furthermore, any insurance or self-insurance maintained by the above additional insureds shall not contribute to any loss or claim. If any of the work is to be done on or at Port Authority facilities by the Sub-consultants and, if the Consultant(s) requires its Sub-consultant(s) to procure and maintain such insurance in the name of the Consultant(s), then such insurance as is required herein shall include and cover the additional insureds and it must have insurance limits not lower than those set forth by the Port Authority herein, along with all the insurance requirements in this “Insurance Procured by the Consultant” section. All insurance coverage shall be provided by the Consultant and/or by or for any of its subconsultants at no additional expense to the Port Authority and its related entities. A copy of this section titled “Insurance Procured by the Consultant” shall be given to your insurance agent and subcontractors and shall form a part of the covered contract or subcontract for insurance purposes in furtherance of the insurance requirements under this Contract. Further, it is the Consultant’s responsibility to maintain, enforce and ensure that the type of coverages and all limits maintained by it and any of all Sub-consultants are accurate, adequate and in compliance with the Port Authority requirement; and the Contractor is to retain a copy of its subcontractors’ certificates of insurance.. All certificates of insurance shall be turned over to the Port Authority prior to the start of work, and upon completion of the Agreement. The Consultant and Sub-consultant(s) shall not, and shall ensure that their insurer(s) shall not, without obtaining the express advance written permission from the General Counsel of the Port Authority, raise any defense involving in any way the jurisdiction of any court, tribunal, agency, special district, commission or other authority exercising judicial or regulatory functions over the person of the Port Authority, the immunity of the Port Authority, its Commissioners, directors, officers, agents or employees, their affiliates, successors and/or assigns, the governmental nature of the Port Authority or the provision of any statutes respecting suits against the Port Authority. 2) Workers' Compensation Insurance: The Consultant(s) and its/their Sub-consultant(s) shall take out, maintain and pay premiums on Workers' Compensation Insurance in accordance with the requirements of law in the state(s) where work will take place, and Employer’s Liability Insurance with limits of not less than $1,000,000 each accident. Such policy shall include a waiver of subrogation endorsement in the benefit of the additional insureds.

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3) Professional Liability Insurance: The Consultant(s) shall take out, maintain and pay premiums on Professional Liability Insurance in limits of not less than $5,000,000 each occurrence, covering acts, errors, mistakes, and omissions arising out of the work or services performed by Consultant(s), or any person employed by Consultant(s). All endorsements and exclusions shall be evidenced on the certificate of insurance. The coverage shall be written on an occurrence basis or may be written on a claims made basis with a minimum of a three-year reporting/discovery period. 4) Railroad Protective Liability Coverage shall include any work being performed within fifty feet of a railroad, train or subway and there shall be no exclusion for any claims arising within fifty (50) feet of a railroad, train or subway with limits of $5 Million per occurrence, $10 Million annual aggregate. Each policy above shall contain an endorsement that the policy may not be canceled, terminated or modified without thirty (30) days’ prior written notice to the Port Authority Attn: Facility Contract Administrator, at the location where the work will take place with a copy to the General Manager, Risk Financing. The Authority may, at any time during the term of this Agreement, change or modify the limits and coverages of insurance. Should the modification or change result in an additional premium, the General Manager, Risk Financing for the Port Authority may consider such cost as an out-of- pocket expense. Within five (5) days after award of this Agreement and prior to the start of work at the site, the Consultant(s) must submit an original certificate of insurance, to the Port Authority Facility Contract Administrator at the location where the work will take place. This certificate of insurance MUST show evidence of the above insurance policy(ies), including, but not limited to, the title of this Agreement, the P. A. Agreement number, the notice of cancellation provisions, prior to the start of work. The Consultant(s) is/are also responsible for maintaining and conforming to all insurance requirements from the additional insureds and their successors and assigns. The General Manager, Risk Financing must approve the certificate(s) of insurance before any work can begin. Upon request of the General Manager, Risk Financing/Treasury, the Consultant shall furnish to the Authority a certified copy of each policy itself, including the provisions establishing premiums. If at any time the above liability insurance should be canceled, terminated, or modified so that the insurance is not in effect as above required, then, the Consultant(s) and all Sub-consultants shall suspend performance of the Agreement at the premises until a satisfactory insurance policy(ies) and certificate of insurance is provided to and approved by Risk Financing, unless the Facility or Project Manager directs the Consultant(s), in writing, to continue to performing work under the Agreement. If the Agreement is so suspended, no extension of time shall be due on account thereof. Renewal certificates of insurance or policies shall be delivered to the Authority’s Project Manager, and upon request from the additional insureds, their successors or assigns at least fifteen (15) days prior to the expiration date of each expiring policy. The General Manager, Risk Financing must approve the renewal certificate(s) of insurance before work can resume on the facility. If at any time any of the certificates or policies shall become unsatisfactory to the Authority, the Consultant(s) shall promptly obtain a new and satisfactory certificate and policy and provide same to the Authority.

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Failure by the Consultant(s) to meet any of the insurance requirements, including the requirement that the Authority be afforded the full extent of the insurance obtained under this Agreement without limitation, shall be deemed a material breach of Agreement and may be a basis for termination of this Agreement by the Authority. The requirements for insurance procured by the Consultant(s) shall not in any way be construed as a limitation on the nature or extent of the contractual obligations assumed by the Consultant(s) under this Agreement. The insurance requirements are not a representation by the Authority as to the adequacy of the insurance to protect the Consultant against the obligations imposed on them by law or by this or any other Agreement.

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Additional Insureds Schedule 1 a) The Port Authority of New York and New Jersey b) WTC Retail LLC c) 1 World Trade Center LLC d) The Port Authority Trans-Hudson Corporation e) STV Construction, Inc. f) NYS Department of Transportation g) Tishman Construction Corporation h) Tishman Realty & Construction Co., Inc. i) Tishman Construction Corporation of New York j) Silverstein Freedom Tower Development LLC, and its Affiliates k) LLC l) LLC m) 4 World Trade Center LLC n) World Trade Center Properties LLC o) 1 WTC Holdings LLC p) 2 WTC Holdings LLC q) 3 WTC Holdings LLC r) 4 WTC Holdings LLC s) Silverstein Properties, Inc. t) Silverstein East WTC Facility Manager LLC u) WTC Redevelopment LLC v) Silverstein WTC Mgmt. Co. LLC w) Silverstein WTC Mgmt. Co. II LLC x) Silverstein WTC Properties LLC y) Silverstein WTC LLC z) Silverstein 2/3/4 WTC Redevelopment LLC aa) Spring World Inc. bb) Spring WTC Holdings Inc. cc) WTC Investors LLC dd) Net Lessees’ Association of the World Trade Center ee) WTC Management and Development LLC ff) Silverstein WTC Management and Development LLC gg) WTC Investors Management and Development LLC hh) Larry A. Silverstein ii) World Trade Center Hold Co. Ltd jj) 3 WTC Mezz LLC. kk) The City of New York ll) The Lower Development Corporation mm) The World Trade Center Memorial Foundation nn) Metropolitan Transportation Authority oo) Cushman & Wakefield, Inc.

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Schedule 2

pp) Durst 1 WTC Developer LLC qq) Durst 1 WTC LLC rr) Durst 4th Investors LLC ss) Durst Management and Development LLC tt) Durst WTC Corporation uu) Durst WTC Holding LLC vv) New WTC Retail JV LLC ww) New WTC Retail Owner LLC xx) PA Retail Newco LLC yy) Royal 1 WTC Management LLC zz) Royal Realty Corp. aaa) SRDA Manager, LLC bbb) The Durst Manager LLC ccc) The Durst Organization Inc. ddd) The Durst Organization L.P. eee) Tower 1 Holdings LLC fff) Tower 1 Joint Venture LLC ggg) Tower 1 Member LLC hhh) Tower 5 LLC iii) WTC Tower 1 LLC

All insurance coverage shall be provided by the Consultant(s) and/or by or for any of its/their Sub- consultant(s) at no additional expense to the Authority and its related entities. A copy of this “Insurance” section shall be given to your insurance agent and Sub-consultant(s) and shall form a part of the covered Agreement for insurance purposes in furtherance of the insurance requirements of this Agreement.