GARAGE MANAGEMENT AGREEMENT

Parking Garage Management and Operating Agreement

Pier 40 Parking Garage

353 West Street

New York City, NY 10014-3674

Contract No. F5220

Hudson River Park Trust Page 1 of 4 Table of Contents

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

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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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Section Page

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

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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

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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.

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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.

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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

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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.

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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.

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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.

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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.

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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.

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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

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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 1

, 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.

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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

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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

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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;

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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;

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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,

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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 20

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 15

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.

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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

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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

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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

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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.

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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:

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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.

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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.

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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.

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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.

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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.

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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)

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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.

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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.

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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;

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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.

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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.

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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.

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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.

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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.

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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

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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.

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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:

___________________________

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___________________________

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

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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.

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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)

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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

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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,

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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;

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.

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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.

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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: _____________________________

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 14

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

Name

Regular

Spaces

ADA

Spaces

Compact

Spaces

Reserved

Spaces

Leased

Space

Out of

Service

Blocked

Spaces

Total

Spaces

Usable

Spaces

Mezzanine

Level 2

Indoor

225

307

297

Level 1 North

259

332

296

Roof Phase l

& ll

633

656

655

Level 1 South

189

200

197

Tenant

Mezzanine

North Nest

147

225

152

Level 2 Prime

170

181

175

Sub Total

1,698

113

1,981

1,851

Gotham

140

Area Closed

142

Level 2 Phase

lll

169

Area Closed

171

Roof Phase lll

204

Area Closed

204

Sub Total

513

517

Totals

2,211

113

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

Garage Inspection: Facility Manager and

MODs shall complete a physical inspection of

the entire Garage, parking control equipment,

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.

Daily - by Facility Manager and/or Foreman

(MOD) within twenty (20) minutes of starting

their shift.

General Duties:

Sweep (using the mechanical sweeper)

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.

As noted in sub-sections i., ii., iii.

i. Sweep Ramps, Main Entrance Lanes

Daily - Weather permitting.

ii. Sweep individual Parking Areas

(suggested schedule is to sweep

sections of the Garage on a re-

occurring basis e.g., sweep area 2 on

Fridays, area 3 on Saturday mornings,

area 4 on Saturday afternoons, area 5

on Sunday mornings, and area 1 on

Sunday evenings).

Weekly, weather permitting

(Saturday/Sunday have the least number of

vehicles present).

The Garage shall be swept once weekly

weather permitting.

iii. Tenants Mezzanine Level 2

Daily.

Trash and Debris Removal.

Daily.

Paint/Replace Trash Receptacles.

As needed, and as requested by the Trust,

but not less than quarterly.

Requirements

Schedule or Other Details

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.

Paving of Potholes.

Immediately upon discovery.

Repairs of sidewalks, curbs and special

pedestrian paved areas.

Monthly.

Apply absorbent to oil and gas spills/leaks

to prevent slip/fall accidents.

Immediately upon discovery.

Pressure wash oil and gas spills.

Monthly, weather permitting

Repaint pavement traffic markings.

Annually before the spring season, as

weather permits.

Repaint curb lines.

Annually as weather permits and before May

15.

Restripe Garage.

Once every 2 years

Maintain and clean the existing Sign

Package including aisle/area locators;

repair or replace signs upon discovery of

damage, defacing, or other problems.

Monthly.

Clean drainage systems including catch

basins.

Quarterly or as directed by The Trust.

Clean windows on South, North, North

Nest, Mezzanine Level, Level; 2 and

Level 2 Prime.

Every two months.

Clean Stair Towers “B”, “C”, “D”, and “E”

and the Roof Elevator Lobby.

Mopping and sweeping as needed, based on

shift inspections, not less than once daily.

Replace broken windows and remove all

glass shards as a safety issue.

Immediately upon discovery.

Paint Tops of all Traffic Islands.

Annually as weather permits and before May

15.

Paint Main South and North Entry/Exit

Tunnel.

Annually

Pressure Wash Main South and North

Entry/Exit Tunnel.

Annually in May as weather permits.

Pressure Wash Stair Towers.

As necessary, but not less than in April and

August or as otherwise directed by The Trust.

Paint Stair Towers.

Every Other Year (i.e., year 2, 4, and 6).

Paint Touch up

Touch up paint on walls, columns, and stair

towers as necessary, weather permitting.

Clean Lane Equipment with suitable

Stainless Steel Cleaner.

Daily

Clean lane traffic cones, stanchions, and

delineator posts

Daily

After Audit, pack all records, tickets,

reports, deposit slips, and data runs from

the previous month and submit to the

Trust for placement into storage.

Monthly.

Provide copies to the Trust of the

implemented cleaning schedule (check-

off list) and an operations schedule of

what was assigned and completed for the

day.

Daily, submitted with the Management

Statement.

Requirements

Schedule or Other Details

Maintenance and Repair of Garage Operating Equipment and Systems:

The Operator maintains a full service

repairs and maintenance agreement with

SECOM on the PARCS system. Service

is available on Business Days with same

day service, provided that the Operator

has called in the service request prior to

12:00 PM EST. Calls to SECOM outside

of Monday - Friday 9:30 AM PST - 5:00

PM PST are to an answering service. A

follow-up call is necessary after 9:30 AM

PST and a service response number

must be obtained from SECOM to

indicate the Service Call has been made

and logged. Calls after 12:00 PM EST

have a 24-hour response time.

Service requests must be called immediately

upon discovery of SECOM equipment not

working/malfunctioning. The Operator must

make a telephone call to schedule SECOM

service. If the call is outside normal hours, an

emergency must be declared for a response;

otherwise, the service is scheduled for the

next business day. Emergency calls are

either at 1.5 or 2.0 the normal rate depending

on the day/time of call and a minimum of four

(4) hours portal to portal charge. Thus, a call

on a Sunday could be a minimum of $800.00

with current rates, so only true emergencies

warrant such a call to SECOM.

The Trust maintains the telephones,

telephone lines, Internet, fire alarms, and

fire extinguishers. The Operator must

notify either the IT Department or

Operations and Maintenance of any

issues, first by telephone and then by e-

mail follow up to document the problem

and copy the Trust’s Property Manager

and Parking Consultant.

Immediately upon discovery of a problem with

telephones, internet access, fire alarms or

extinguishers, Operator must notify either the

Trust's IT Department or O& M of the

problem. Follow up with an e-mail to the

person to whom they spoke with and copy the

Trust’s Property Manager and Parking

Consultant. Only the Trust may address the

telephone and Internet issues.

Lighting Maintenance including bulb,

lamp, ballast replacement and fixture

cleaning.

All OSHA required safety equipment must be

worn when using scaffold or lift. Cleaning of

fixtures and bulbs twice annually.

Replacement of bulbs at their 70% efficiency

life span.

Keep the adjoining sidewalks and streets

to the extent required by the law to which

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.

Daily. Operator must become familiar with

New York City requirements.

Maintenance and repair of Guard Booths

and Office without limitation, including

glazing and painting.

Daily.

Ice and Snow Removal from the traffic islands

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.

As needed.

Establish and enforce security measures to ensure the safety and security of the Garage:

Requirements

Schedule or Other Details

Keep and use Timecards showing start

and ending shift time. Handwritten time

sheets are not acceptable.

Daily, each employee.

Patrol the facility using a Uniformed

Security Guard with a Radio to

communicate with the parking office or

MOD.

Daily 4:00 pm to 08:00 am the following

morning, 365 days.

Confirm, using Guard One system or

other Trust equipment, that complete

rounds are made of the Garage as

required.

Six (6) complete security rounds per each

security guard’s eight (8) hour shift.

Assist with Traffic Direction during Event

Parking Entry and Exit.

As directed by the Trust, an additional

security guard may be required when more

than 65 vehicles are expected for an event.

Maintain Rodent and Pest Controls in all

Parking Areas.

Not less than twice (2) monthly.

Undertake Marketing Activities.

As directed by the Trust.

Vehicle Inventory - The inventory is the direct

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.

See Section 2.4.5 of the Agreement.

Purchase improvements, provide

construction management for repairs, and

maintenance.

As directed by the Trust.

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:

Benches.

Inspect Monthly and report any problems to

Trust.

Bicycle racks (but Operator shall not have

any liability for the security of any bicycles

in such racks, absent the gross

negligence or willful acts of Operator’s

employees).

Inspect Monthly and report any problems to

Trust.

Requirements

Schedule or Other Details

Maintain a decal sticker system of all

registered bicycles. (For Parking Patrons

Only).

Ongoing.

Remove unregistered, unpaid, or illegally

parked bicycles from any area of the

Garage.

As found.

Bollards, inspect and re-anchor.

Inspect and Repair Monthly.

Fences, gates (rolling and swing) and

locks.

Inspect and Repair Monthly.

Wheel stops.

Inspect and Repair and/or Replace Monthly.

The above Table does not include counts of any items in Closed Areas as

reported in the Appendix A Table “Space Reconciliation By Area”.

Repair/Maintenance Items

Light Fixtures

Drains

Striping

8' LED

764

Roof

Item

Ft/Units

4' LED

748

Level 2

10" Curbing

5,220

Mezz

8" Traffic Line

176

LED Ramp

Total

107

4" Hatch

16,083

Stairs

1' Letters

183

Total

1,671

Signs

2' Letters

Hanging

3' Letters

Windows

Walls

1 Head Arrows

130

Mezz

Columns

1,000

2 Head Arrows

Gotham

Posts

3 Head Arrows

Total

1,110

4" Lines

47,941

L2P

4" ADA Lines

5,920

South

Square Feet

ADA Logo

Nest

Roof

193,525

Stop Logo

North

94,030

Total

260

L2P

51,810

Miscellaneous

Gotham

39,730

Traffic Lanes

Trash Cans

Mezz

46,165

Garage CCTV's

44 Gal

T Mezz

11,375

Secured Doors

S Ramp

29,610

Fire Extinguishers

Exterminator

South

56,640

Sand Bags

1,000

Traps

N Tunnel

9,000

North

97,680

Security Stations

Nest

58,755

Winter

Total

688,320

Other

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

Salaried

OFF

7:00 AM

5:00 PM

40.00

Event

MOD

4:30 PM

OFF

4:30 PM

1:00 AM

40.00

Foreman

MOD

7:30 AM

10:00 AM

4:00 PM

OFF

5:00 PM

9:00 PM

1:00 AM

45.00

Foreman

MOD

4:00 PM

8:00 PM

12:00 AM

OFF

4:00 PM

1:00 AM

8:00 AM

8:30 AM

1:00 AM

45.00

Foreman

MOD

12:00 AM

OFF

12:00 AM

11:00 AM

8:30 AM

42.50

Attendant

Clerk

OFF

8:15 AM

4:45 PM

40.00

Attendant

12:00 AM

OFF

12:00 AM

8:30 AM

9:00 AM

8:30 AM

41.00

Attendant

Driver

12:00 AM

OFF

8:30 AM

9:00 AM

41.50

Attendant

Handyman

8:15 AM

OFF

4:45 PM

40.00

Attendant

OFF

8:15 AM

4:45 PM

40.00

Attendant

8:15 AM

4:30 PM

OFF

8:15 AM

4:45 PM

1:00 AM

4:45 PM

40.00

Attendant

Clerk

OFF

1:30 PM

10:00 PM

40.00

Attendant

Clerk

11:30 AM

4:30 PM

OFF

8:00 PM

1:00 AM

40.00

Attendant

Driver

4:30 PM

OFF

4:30 PM

1:00 AM

40.00

Attendant

4:30 PM

OFF

4:30 PM

1:00 AM

40.00

Attendant

4:30 PM

OFF

4:30 PM

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

All schedules include a 30 minute meal break including Manager

All Schedules have two consecutive days off

All positions require valid Driver’s License

All Employees do Maintenance and can be used to direct Event Traffic as needed

Daily Maintenance items posted by MRG/Foreman and inspected for compliance

All Employees must be able to operate Fee Terminal to fill in as a Cashier if needed

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

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

wage

APPENDIX G

Approved Staffing Schedule Covid-Coverage

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 G HRPT COVID REDUCED LABOR SCHEDULE 4/10/2020

PIER 40 PARKING

POSITION

SAT

SUN

MON

TUE

WED

THUR

FRI

TOTAL

Manager

OFF

7:00 AM

5:00 PM

40.00

Foreman

MOD

7:30 AM

10:00 AM

4:00 PM

OFF

5:00 PM

9:00 PM

1:00 AM

45.00

Foreman

MOD

4:00 PM

8:00 PM

12:00 AM

OFF

4:00 PM

1:00 AM

8:00 AM

8:30 AM

1:00 AM

45.00

Foreman

MOD

12:00 AM

OFF

12:00 AM

11:00 AM

8:30 AM

42.50

Attendant

Clerk

OFF

8:15 AM

4:45 PM

40.00

Attendant

12:00 AM

OFF

12:00 AM

8:30 AM

40.00

Attendant

8:15 AM

OFF

12:00 AM

8:15 AM

4:45 PM

8:30 AM

4:45 PM

40.00

Att-

Handyman

8:15 AM

OFF

4:45 PM

40.00

Attendant

Clerk

12:30 PM

4:30 PM

OFF

4:30 PM

9:00 PM

1:00 AM

40.00

Attendant

4:30 PM

OFF

4:30 PM

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

All schedules include a 30 minute meal break including Manager

All Schedules have two consecutive days off

All positions require valid Drivers License

All Employees do Maintenance and can be used to direct Event Traffic as needed

Daily Maintenance items posted by MRG/Foreman and inspected for compliance

All Employees must be able to operate Fee Terminal to fill in as a Cashier if needed

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

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

wage

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 1

– September 30

, 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

Management

Agreement

Section

Explanation

Occurrence

$200

Deduction

Per Day for

Non-

Performance

Other Action

2.6.

Failure to submit on-

time reports:

Each report to be

considered

separately.

First

√

Second

√

Third

√ Default of contract

4.4.1.

Failure to staff

garage as

prescribed.

Each position to be

considered

separately

First

√

Second

√

Third

√ Default of contract

5.6.

Parking rates:

1. annual survey

2. new rate

implementation on

prescribed schedule

Each

Occurrence

√

√ Reimbursement

of lost revenue

6.6.2

8.6

Late delivery of

Management

Statement

First

√

Second

√

Third

√ Default of contract

12.3.2.

Appendix B –

operator duties &

performance criteria:

Each duty to be

considered

separately

First

√

Second

√

Third

√ Default of contract

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

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.