HUDSON RIVER PARK TRUST Minutes of a Meeting of the Board of Directors at Spector Hall 22 Reade Street, New York, New York December 15, :03 PM

HUDSON RIVER PARK TRUST Minutes of a Meeting of the Board of Directors at Spector Hall 22 Reade Street, New York, New York December 15, 2016 4:03 PM Directors Present: Diana L. Taylor, Chair Alicia Glen, New York City Deputy Mayor, Housing & Economic Development Mitchell Silver, Commissioner, New York City Department of Parks & Recreation Jeffrey Kaplan Jon Halpern Joseph B. Rose Karen Mintzer, representing Basil Seggos, Acting Commissioner, New York State Department of Environmental Conservation Lawrence Goldberg Leslie Wright, representing the Hon. Rose Harvey, Commissioner, New York State Office of Parks, Recreation and Historic Preservation Michael Kuh Pamela Frederick Tom Pegues Appearances: For the Hudson River Park Trust: Noreen Doyle, Executive Vice President Daniel Kurtz, CFO and Executive Vice President, Finance & Real Estate Amy Jedlicka, General Counsel and Senior Vice President Marc Boddewyn, Vice President of Design and Construction Thomas H. Lindon, Jr., Vice President of Marketing and Events, Public Programs Debra Kustka, Vice President Rashi Puri, Assistant Vice President of Real Estate Owen Davies, Vice President of Systems Also Present: Corey Johnson, NYC Councilmember Gary O Brien Pier 40, 2 nd Floor, 353 West Street, New York, New York 10014

Bob Townley, HRPT Advisory Council Daniel Miller Connie Fishman, representing Friends of Hudson River Park The Press The Public Vice Chair Glen called the meeting to order at 4:03 PM as Chair Taylor arrived and noted that all the members of the Board of Directors (the Directors or the Board ) of the Hudson River Park Trust (the Trust ) had received the Board meeting materials in advance. Chair Taylor introduced the first item on the agenda, a resolution to approve the minutes of the September 29, 2016 meeting of the Board of Directors of the Trust. Upon a properly called motion, the following resolution passed unanimously. HUDSON RIVER PARK TRUST - Approval of Minutes of and Ratification of the Actions Taken at the September 29, 2016 Meeting of the Hudson River Park Trust Board of Directors RESOLVED, that the Minutes of the Meeting of the Hudson River Park Trust Board of Directors held on September 29, 2016 are hereby approved by the Board of Directors, and all actions taken by the Directors present at such meeting, as set forth in the Minutes, are hereby in all respects, approved and ratified as actions of the Hudson River Park Trust, and a copy of such approved Minutes are hereby ordered filed with the records of Hudson River Park Trust. **** Chair Taylor then noted that Director Kaplan will recuse himself for the next item, a request for adoption of SEQRA findings and authorization to enter into a development rights purchase and sale agreement with SJC 33 Owner 215, LLC. President Wils continued that Under the Act, Pier 40, the Park s largest pier and the only commercial pier south of 15th Street, is intended to generate income to help support the Park. The Act also mandates that no less than the equivalent of 50% of Pier 40 s footprint be passive and active public open space. Presently, Pier 40 contains ball fields that are heavily used by the entire Westside community, but the pier itself is in poor condition. While the Trust has made Page 2 of 26

essential repairs to sections of the roof and several other infrastructure elements totaling nearly $20 million in cost, plus additional storm related repairs as a result of Hurricane Sandy totaling approximately $14 million in cost, the Trust does not have funds available to repair the 3,463 steel piles that support the pier and are a primary component of pier infrastructure. The need for pile repair was assessed and categorized in 2014 by CH2M, a qualified marine engineering firm, which identified repairs, most of which were deemed immediate and priority, that are estimated to cost $104.6 million. Prior to 2013, there were two attempts to redevelop Pier 40 in accordance with the Act. However, the cost of pile repair, use restrictions under the Act, and the unfinanceably short term of the leases permissible under the Act proved insurmountable hurdles to economically viable development of Pier 40, and the two attempts failed. In part to address the issue of unavailability of funds for infrastructure repair, the Act was amended in 2013. This amendment authorized the Trust: to transfer by sale any unused development rights as may be available for transfer to properties located up to one block east of the boundaries of the [P]ark along the west side of Manhattan, if and to the extent designated and permitted under local zoning ordinances. Any transfer of unused development rights is subject to the City s Zoning Resolution. Pursuant to the Act, all revenues to the Trust from any transfer of unused development rights from Pier 40 must be used, in the first instance, for the repair of Pier 40 infrastructure. In order to allow the Trust to make use of this amendment to the Act, the City Planning Commission and the New York City Council have adopted a new Chapter 9 to Article VIII of the Zoning Resolution establishing a Special Hudson River Park District to define the framework, conditions and locations in which the development rights could be used. As currently mapped, Page 3 of 26

the Special Hudson River Park District is limited to one potential receiving site located at 550 Washington Street, known as the SJC Property, and one potential granting site, Pier 40. The mapping of any additional granting sites and receiving sites, and thus the ability for the Trust to engage in any future transfers, would require independent amendments to the Zoning Resolution in the future. Several related land use actions have been proposed, and approved by the CPC and City Council, to facilitate a private development at the SJC Property that would make use of the Special Hudson River Park District. One is the granting of a special permit that seeks to allow the Trust to transfer by sale 200,000 square feet of available zoning floor area from Pier 40, the Granting Site to the SJC Property, the Receiving Site, under certain conditions. The transaction needs the approval of the Trust s Board. The Special Hudson River Park District, the Special Permit and other actions have been the subject of review through ULURP and of a coordinated SEQRA review through the CEQR process. These ULURP Actions are more fully described in the Statement of Findings previously distributed to the Board. The City Planning Commission approved the ULURP Actions on October 16, 2016, and earlier this afternoon, the City Council approved them subject to certain modifications. SJC 33 Owner 2015, LLC, the owner of the Receiving Site, has agreed to a purchase price of $100,000,000 for 200,000 square feet of available Pier 40 ZFA, and has already funded the entire Purchase Price into escrow. SJC has proposed transforming an underutilized building into a mixed-use development with residences, publicly accessible open space, office or hotel use, and retail. SJC has Page 4 of 26

committed to providing 25 percent of the residential floor area and 30 percent of the residential units as permanently affordable housing. The new Special Hudson River Park District would advance the goal of facilitating repair, maintenance, and development of the Park through the receipt of the Purchase Price in consideration for the transfer of available ZFA from Pier 40, to the SJC Property. Through the ULURP process, the City of New York has identified other goals of the Special Hudson River Park District as follows: to facilitate the repair and rehabilitation of piers, bulkheads and infrastructure within the Park, and to facilitate their maintenance and development, through the transfer of development rights within the Special Hudson River Park District given that commercial development is limited by the Act; to promote an appropriate range of uses that complements the Park; to the extent housing is included, to serve residents of varied income levels; to establish criteria for any and all transfers of air rights from the Park to inland areas; and to promote the most desirable use of land and development in this area and thus to conserve the value of land and buildings and thereby protect New York City s tax revenues. The Special Permit Application required the Trust to submit a statement to DCP identifying infrastructure improvements to be made to the Park at Pier 40, and confirming the sufficiency of the Purchase Price to complete such identified improvements as required by the Act. On May 3, 2016, the Trust provided such a letter to City Planning. At that time, the Trust specified that it would use at least approximately $85 million to repair most of the deteriorated piles, reserving the balance to address other emergent infrastructure repairs, if needed. The Special Permit Application also required the Trust to submit a survey of Pier 40, including calculations indicating the ZFA. The survey and zoning calculations indicated that: (1) the Pier 40 zoning lot generated a maximum ZFA of 1,345,128 square feet allowed under the Page 5 of 26

Zoning Resolution, (2) the existing Pier 40 building structure used 761,924 square feet of ZFA, and (3) the ZFA available and unused at the Pier 40 zoning lot was 583,204 square feet. This amount of available and unused ZFA at Pier 40 therefore exceeds the 200,000 square feet of ZFA proposed to be transferred from Pier 40 to the SJC Property. During the course of ULURP, the City Council secured a $14.1 million commitment from the Office of the Mayor of the City of New York to support additional infrastructure repairs that may arise at Pier 40 over the next three years. This supplements the $5.5 million commitment from the developer of 160 Leroy Street that the Trust has previously secured for Pier 40. The Trust thanks Dep Mayor Glen for achieving the funds for the park. Accordingly, on December 2, 2016, President Wils wrote to the Speaker of the City Council and the Chair of the CPC to confirm that the Trust will use the entire amount of the Purchase Price to repair Pier 40 s deteriorated piles. Should the final pile repair program cost less than $100 million, the Trust would use the balance of the Purchase Price in accordance with the requirements of the Act. The respective responsibilities of the Trust and SJC are outlined in an Amended and Restated Memorandum of Understanding dated December 1, 2016. Exhibit A to the Revised MOU is a proposed Development Rights Purchase and Sale Agreement between the Trust and SJC. The Purchase Price contemplated in the Revised MOU and the PSA were informed by an independent appraisal of the 200,000 square feet of unused ZFA. Together, the Revised MOU and PSA documents contemplate the terms and conditions for the sale by the Trust and the purchase by SJC of 200,000 square feet of available ZFA that is associated with Pier 40. The purpose of the Trust in entering into the Original MOU with SJC that was originally executed on May 9, 2016, and subsequently revised on December 1, 2016, Page 6 of 26

was to secure financial resources needed to undertake urgent repair and rehabilitation work at Pier 40. During the course of ULURP, SJC agreed to changes to the Purchase Price payment structure and certain other revisions that are of significant benefit to the Trust as compared to the Original MOU. Under the Revised MOU, on December 13, 2016 SJC deposited the entire $100,000,000 Purchase Price in cash into escrow (inclusive of the $5 million deposited under the Original MOU) along with SJC s executed PSA signature pages. Accordingly: (1) the entire Purchase Price, as opposed to the $40 million installment originally contemplated, will be at risk should SJC default; and (2) upon closing of the Transfer, the Trust will have the benefit of immediate receipt of the entire Purchase Price as opposed to payment of the $60 million balance over the following three years. Also during the course of ULURP, the Zoning Resolution Amendment was modified to provide that DOB cannot issue a building permit on a Receiving Site (here, the SJC Property) in the Special Hudson River Park District that is the subject of a special permit until the Chairperson of CPC has certified that all of proceeds of the purchase price therefor have either been irrevocably paid to the Trust or paid in accordance with a payment schedule secured by cash equivalent such as a letter of credit. Pursuant to the Revised MOU, the Trust may present to the Board for approval the draft PSA with SJC pursuant to which SJC is obligated to pay the Trust the Purchase Price, as the Trust is now doing. In this case, the entire Purchase Price in cash has been deposited in escrow along with SJC s executed PSA signature pages. Should the Board approve the PSA and Page 7 of 26

authorize execution by the Trust, the escrowed signature pages will be released and the PSA will be effective upon execution by the Trust and delivery of its signature pages to the escrow agent. The PSA is posted on the Trust s website and has been previously provided to the Board. In addition to the terms highlighted previously, the PSA mandates that the Closing Date must occur within the 30-day period following the 125 day Article 78 waiting period or within the 30 days following a final judgment or order dismissing the Project Litigation. SJC has a termination option exercisable after two years should Project Litigation be continuing. The PSA identifies two non-refundable Payment Obligations to the Trust: (1) costs incurred by the Trust prior to closing for pile repair planning work up to a maximum of $2,500,000; and (2) if Project Litigation commences, the Trust s litigation expenses up to a maximum of $1,000,000. The City Planning Commission, through the Department of City Planning, has acted as the lead agency for the environmental review under SEQRA and CEQR. SEQRA requires that each involved agency must prepare its own written SEQRA findings statement, after a final EIS has been filed. The Trust has been named as an involved agency, and as such, is required to issue an independent findings statement. A DEIS was prepared, and a public hearing held on August 24, 2016 at 10:00 am at Spector Hall, 22 Reade Street, New York, New York in conjunction with the CPC s citywide public hearing pursuant to ULURP, and the public hearing required under the Act regarding Significant Actions. Written comments on the DEIS were received by CPC until September 6, 2016. The FEIS for 550 Washington Street/Special Hudson River Park District, issued on October 6, 2016, Page 8 of 26

incorporated responses to the public comments received on the DEIS and additional analysis conducted subsequent to the completion of the DEIS. The FEIS analyzed development of the entire zoning lot for 550 Washington Street, including the North, Center and South Sites, pursuant to the proposed Special Permit, for an assumed 2024 build year. Shortly before the completion of the FEIS, SJC agreed, in a letter submitted to the CPC on September 30, 2016, to revise the Project to include certain commitments that were considered in the alternatives chapter of the FEIS under the Revised Proposed Project Alternative. On October 14, 2016, SJC filed a revised ULURP application incorporating these Project revisions. In addition, a technical correction was made to the proposed zoning text. Consideration of these changes, as well as of an alternative development scenario that assumed as-of-right development of a commercial building on the South and Center Sites prior to construction of the North Site pursuant to the Special Permit, was assessed in a Technical Memorandum 001 dated October 17, 2016, and the Tech Memo concluded that no new or different significant adverse environmental impacts not already identified in the FEIS would occur. On October 17, 2016, the CPC approved an amendment to the Zoning Resolution to include the Special Hudson River Park District which accommodates the transfer of development rights from Pier 40 to the Receiving Site through the provision of a zoning special permit. The CPC also voted to approve the application by SJC for the Special Permit pursuant to the ZR Amendment. On November 1, 2016, the City Council s Zoning & Franchising Sub-Committee held a public hearing with regard to the ULURP Actions. Following that public hearing, City Council modifications to the ULURP Actions as of December 5, 2016 were referred to CPC for a Page 9 of 26

determination that such modifications are within the scope of the ULURP Actions, as approved by CPC, and of the FEIS. These draft modifications were also incorporated into Technical Memorandum 002 dated December 9, 2016. These modifications include a reduction in accessory parking, an increase in the size of a multi-purpose indoor recreation space and a reduction in the maximum size of some retail spaces that may result in additional office space. In addition, the private applicant has indicated that it may proceed with an alternative development scenario in which a portion of the zoning lot would be developed with a commercial building consistent with the as-of-right zoning regulations in effect prior to election of the Special Permit. The remaining portion of the site would be subsequently developed in accordance with the Special Permit pursuant to the new zoning. Tech Memo 002, like its predecessor Tech Memo 001, assessed both the contemplated City Council zoning resolution modifications and the alternative development scenario and concluded that there would not be any new or different types of significant adverse impacts not already identified in the FEIS. Finally, immediately prior to today s meeting of the Board, the City Council approved the Special Permit and the other ULURP Actions. As part of this approval, the City Council imposed certain restrictions on possible future Special Hudson River Park District: specifically, no more than 200,000 square feet of unused development rights in the aggregate may ever be transferred to a receiving site located within the bounds of CB2; the location of identified improvements to be made to the Park in connection with the proposed transfer must be in the same community district as the receiving site; and the granting site may only transfer unused development rights to receiving sites that are located in the same community district. Page 10 of 26

As noted earlier, the proposed Transfer is a Significant Action under the Act and, therefore, was subject to public hearing and comment before being presented to the Board for review and approval. Prior to the initiation of the Significant Action Process, the Trust attended and presented information concerning the Transfer at multiple public meetings and hearings conducted by CB2, most importantly on June 6, 2016, at which time the Trust made a presentation to CB2 and the public in attendance. The proposed Transfer documents were published with a notice of public review and comment period on July 20, 2016. In accordance with the Act s requirements, the Notice was published in the following places: the Trust s website; the City Record; the New York State Contract Reporter; the New York Post; and the Villager. Additionally, and as required by the Act, the Notice was circulated to CBs 1, 2 and 4; to CPC; to the Hudson River Park Advisory Council; to local elected officials representing communities neighboring the Park; and to other interested community leaders, neighbors, partners and organizations. On August 24, 2016, the Trust conducted a public hearing to solicit public comments concurrently with the CPC public hearing on the ULURP Actions and DEIS. On September 19, 2016, the Trust attended a meeting of the Advisory Council and presented information concerning the Transfer. In addition, the public comment period under the Significant Action Process remained open from July 20, 2016 until September 21, 2016. In total, 68 commenters consisting of elected officials, organizations and individuals provided verbal or written comments during the public comment period. All comments received as part of the Significant Action Process are addressed in the Summary of Comments/Responses previously provided to the Board and included in Board s packets. Page 11 of 26

Before the Board can approve the proposed PSA, it must also comply with SEQRA and adopt SEQRA Findings. As described in the Statement of Findings of the Hudson River Park Trust Pursuant to the State Environmental Quality Review Act Regarding the Transfer by Sale of Unused Development Rights from Pier 40 in Hudson River Park and Related Actions previously provided to you and in your packets today, the Trust is an involved agency pursuant to the requirements of SEQRA and the implementing regulations of the NYS DEC. Having considered the EIS and two Tech Memos, and all the comments received thereupon, inclusive of those received during the Trust s Significant Action Process, the Trust staff recommends adoption by the Board of the Statement of Findings, which determines that: (1) the requirements of Article 8 of the New York Environmental Conservation Law and its implementing regulations, 6 N.Y.C.R.R. Part 617, have been met; (2) consistent with social, economic, and other essential considerations from among the reasonable alternatives available, the Project is one that avoids or minimizes adverse environmental impacts to the maximum extent practicable, and that adverse environmental impacts will be avoided or minimized to the maximum extent practicable by incorporating as conditions to the decision those mitigative measures that the EIS and the Statement of Findings have identified as practicable; and (3) the Project is consistent with New York State s Coastal Management Program policies set forth in 19 NYCRR 600.5 and, to the maximum extent practicable, with New York City s approved Local Waterfront Revitalization Program. An explanatory statement and notice of disposition of available ZFA from Pier 40 to SJC for use at the SJC Property was provided on November 23, 2016 to the NYS Comptroller, the NYS Division of Budget, the NYS Senate Majority Leader, the NYS Assembly Speaker, the Page 12 of 26

NYS Office of General Services and the NYS Authorities Budget Office in accordance with the requirements of the NYS Public Authorities Law. The 90 day notice period provided for under NYSPAL Section 2897(6)(d)(ii) expires on February 22, 2017. The proposed disposition by negotiation is permitted pursuant to NYSPAL Section 2897(6)(c)(v) in that the proposed Purchase Price is at or above fair market value, such competition as is feasible was obtained, and the Transfer is expressly within the mission, purpose and governing statute of the Trust. The ABO Notice explanatory statement detailed how, in accordance with the relevant provisions of NYSPAL, the Trust secured the services of a qualified independent appraiser to determine the fair market value of the subject 200,000 square feet of available ZFA at Pier 40. The Appraisal, a copy of which has been provided to the Board and is posted on the Trust s website, established the fair market value of the subject 200,000 square feet of available ZFA at $74,400,000. Thus, the Purchase Price is greater than the fair market value of the available ZFA that is the subject of the transfer. Further, it was explained that Pier 40 has been designated by the City of New York as the only granting site under the relevant section of the Zoning Resolution, as amended by the ZR Amendment. The sole receiving site for the Transfer has been identified by the City of New York pursuant to the Zoning Resolution, as amended by the ZR Amendment, as the SJC Property. Thus, the potential for competition for the sale of the 200,000 square feet of available ZFA from Pier 40 by the Trust has been limited by action of the City of New York. Finally, the explanatory statement set forth how the proposed disposition of available ZFA from Pier 40 is expressly within the mission, purpose and governing statute of the Trust in accordance with NYSPAL Section 2897(7)(ii). Page 13 of 26

Director Rose thanked the Trust s staff, the Chair, the Vice Chair and Councilmember Johnson for their work on this transaction. Director Frederick and Goldberg joined Director Rose s praise. Vice Chair Glen added her praise with a testament to the public process working as it should and extended additional credit to the City agencies that contributed to the transaction. There being no further comments, upon a properly called motion, the following resolution passed unanimously. HUDSON RIVER PARK TRUST Adoption of Findings Pursuant to the State Environmental Quality Review Act Regarding the Transfer by Sale of Unused Development Rights from Pier 40 in Hudson River Park and Related Actions RESOLVED, based on the materials presented to the Board of Directors at its meeting on December 15, 2016, a copy of which is ordered filed with the records of the Hudson River Park Trust, the Directors hereby adopt the Statement of Findings pursuant to the State Environmental Quality Review Act Regarding the Transfer by Sale of Unused Development Rights from Pier 40 in Hudson River Park and Related Actions; specifically, as stated in the Statement of Findings, having considered the EIS and two Technical Memoranda, and all the comments received thereupon, inclusive of those received during the Trust s significant action process, the Directors have determined that: (1) the requirements of Article 8 of the New York Environmental Conservation Law and its implementing regulations, 6 N.Y.C.R.R. Part 617, have been met; (2) consistent with social, economic, and other essential considerations from among the reasonable alternatives available, the Project is one that avoids or minimizes adverse environmental impacts to the maximum extent practicable, and that adverse environmental impacts will be avoided or minimized to the maximum extent practicable by incorporating as conditions to the decision those mitigative measures that the EIS and the Statement of Findings have identified as practicable; and (3) the Project is consistent with New York State s Coastal Management Program policies set forth in 19 NYCRR 600.5 and, to the maximum extent practicable, with New York City s approved Local Waterfront Revitalization Program; and be it further RESOLVED, that the President or her designee(s) be, and each of them is hereby authorized to take such actions as the President or her designee(s) may deem necessary or appropriate in order to implement the foregoing resolution. Page 14 of 26

HUDSON RIVER PARK TRUST Approval of and Authorization to Enter into a Development Rights Purchase and Sale Agreement Lease Between Hudson River Park Trust and SJC 33 Owner 2015, LLC Regarding Pier 40 Unused Development Rights RESOLVED, based on the materials presented to the Board of Directors at its meeting on December 15, 2016, a copy of which is ordered filed with the records of the Hudson River Park Trust, the Directors hereby approve and authorize the execution of the proposed Development Rights Purchase and Sale Agreement Lease Between Hudson River Park Trust and SJC 33 Owner 2015, LLC Regarding Pier 40 Unused Development Rights; and be it further RESOLVED, that the President or her designee(s) be, and each of them is hereby authorized to take such actions as the President or her designee(s) may deem necessary or appropriate in order to implement the foregoing resolution. **** With the previous item approved, President Wils thanked the Board, particularly DM Glen and Eleonora, Chairman Weisbrod and his entire staff and Corey Johnson and the Council staff. Praise was also given to Mr. Kurtz, Ms. Jedlicka, and Ms. Doyle, then the floor was given to Councilmember Johnson for a few words. Councilmember Johnson echoed previous statements of praise, with particular reference to staff of the various City agencies and Offices of the Mayor involved. Councilmember Johnson continued that he was pleased with the bargain achieved in the development rights sale and looks forward to the future redevelopment of Pier 40. Councilmember Johnson concluded with a pledge to help the Park in any way moving forward. President Wils then thanked the Community Board 2 for their input and support and Chair Taylor concluded the praise ceremony with thanks to President Wils for her work on the transaction. **** Page 15 of 26

The next item introduced was a request for authorization to contract with M.S. Signs, Inc. for park wide signage fabrication and installation services. President Wils continued that at the Board s March 27, 2014 meeting, the Board approved a contract with Pentagram Design Inc. to develop a Parkside signage program including building, pier, entrance, neighborhood, facility and activity identification signs, regulatory signs, directional way-finding signs, informational, donor signs and tenant cobranding for the Park including the estuarine sanctuary, the adjacent bikeway and areas with vehicular traffic. Pentagram has substantially completed the designs for the Park-wide Signage Program and the Trust now seeks to retain a contractor to provide the engineering, fabrication and installation work. This contract includes engineering and fabrication of different exterior signage types, production of mock-ups and installation of finished exterior way finding signage at locations throughout the Park. Pre-construction operations are anticipated to begin in early January 2017, with field installation to follow in early spring 2017. The source of funding and details of the procurement process are more particularly described in the memorandum previously distributed to you. Based upon its evaluation of the five bids submitted, and criteria regarding the contractor s responsiveness and responsibility, the Trust determined that M.S. Signs, Inc. a certified W/MBE form, was the lowest responsive and responsible bidder for the proposed work, with the lowest bid of $1,459,679. The next lowest was Design Communications Ltd. At $1,620,455 and the highest was from Color Ad, Inc. at $1,998,274.00. M.S. Signs has successfully provided signage installations for Riverbank State Park and the New York State DOT. Page 16 of 26

The proposed contract is subject to approval by the Office of the New York State Comptroller pursuant to Public Authorities Law Section 2879-a and in accordance with the Trust s Procurement Guidelines. Director Silver then asked for clarification on which was the primary and secondary logo. President Wils explained that the HRPK logo was the secondary and shortened logo, while referencing a PowerPoint presentation. Upon a properly called motion, the following resolution passed unanimously. HUDSON RIVER PARK TRUST - Authorization for Hudson River Park Trust to Contract with M.S. Signs, Inc. for Park-wide Signage Fabrication and Installation Services in an Amount of $1,495,679 plus a 10% Contingency, for a Total Board Authorization Amount of up to $1,645,247 RESOLVED, based upon the materials presented to the Board of Directors at its meeting on December 15, 2016, a copy of which is ordered filed with the records of Hudson River Park Trust, the Board hereby authorizes the Hudson River Park Trust to contract with M.S. Signs, Inc. for Park-wide Signage Fabrication and Installation Services in an amount of $1,495,679 (base amount) plus a 10% contingency, for a total Board authorization amount of up to $1,645,247; and be it further RESOLVED, that the President or her designee(s) be, and each of them is hereby authorized to take such actions as the President or her designee(s) may deem necessary or appropriate in order to implement the forgoing resolution. **** The next item was a request for ratification of contract between the Trust and New York Engineers P.C. for Pier 40 fire sprinkler restoration and engineer of record services. President Wils explained that As a result of Hurricane Sandy, the Trust has undertaken approximately $5 million of FEMA-funded repairs to the Pier 40 fire alarm and fire pump systems, two key infrastructure elements which were substantially damaged during the storm. These life safety systems are presently connected to the aged Pier 40 fire sprinkler standpipe Page 17 of 26

distribution network which requires repairs, upgrades and restorations to meet current FDNY codes and standards. Unlike repairs to the fire alarm and fire pumps however, repairs to the sprinkler system are not related to storm damage and are therefore not eligible for FEMA funding. Nevertheless, this work must be accomplished in order to maintain current occupancies and uses at Pier 40. At the Board s meeting on September 29, 2016, the Board authorized the Trust to enter into a contract with the most qualified engineering firm in an amount of up to $120,000 for the costs of initial field investigation and engineering start-up activities, subject to the Board s approval of both the proposed contractor and the full contract amount. The source of funds and details of the procurement process are more particularly set forth in the memorandum previously distributed to you. Based upon its evaluation of the four proposals received, the Trust determined that New York Engineers P.C. ( NYE ), was the most qualified firm, offered a cost proposal that was fair and reasonable and thus presented the best value to the Trust. NYE submitted a lump sum fee and cost proposal with its initial submission in the amount of $877,059.16. The Trust worked with NYE to identify areas of cost savings, including costs for sub-consultants and related costs for the various tasks, and NYE revised its fee and cost proposal to $830,847.00. The Trust determined that NYE has committed to meet the Trust s 30% combined M/WBE participation goal for this contract. NYE has extensive experience completing similar fire sprinkler restoration projects and has successfully performed similar work at Yale University Hospital, the New York Botanical Garden, Ellis Island, and the Red Hook Pollution Control Plant. Page 18 of 26

Director Goldberg asked if an RFP went out for this contract and how many bid. President Wils confirmed that four bids were received. There being no further questions, upon a properly called motion, the following resolution passed unanimously. HUDSON RIVER PARK TRUST Ratification of Contract between the Hudson River Park Trust and New York Engineers P.C. for Pier 40 Fire Sprinkler Restoration Engineer of Record Services in an Amount of up to $830,847 plus a 10% Allowance, for a Total Board Authorization Amount of up to $913,932 RESOLVED, based upon the materials presented to the Board of Directors at its meeting on December 15, 2016, a copy of which is ordered filed with the records of the Hudson River Park Trust, the Board hereby ratifies the contract between the Hudson River Park Trust and New York Engineers P.C. for the Pier 40 Fire Sprinkler Restoration Engineer of Record Services in an amount of up to $830,847 (base amount inclusive of prior Board authorization amount of $120,000) plus a 10% allowance, for a total Board authorization amount of up to $913,932; and be it further RESOLVED, that the President or her designee(s) be, and each of them is hereby authorized to take such actions as the President or her designee(s) may deem necessary or appropriate in order to implement the forgoing resolution. **** The last item on the agenda for Board approval was a request for authorization to enter into a contract with Verrazano Exterminating Corp. for park-wide exterminating services. President Wils continued that Controlling vermin and pests is important to maintaining public health and safety in the Park. The Trust currently has a 2013 Board authorized contract with Verrazano Exterminating Corp. for Park-wide inspection, monitoring and exterminating services in the amount of $127,000.00 over a three year term that expires on December 31, 2106. Verrazano was selected in 2013 as part of a Discretionary Purchase solicitation (limited to M/WBEs and small businesses) conducted in accordance with the Trust s procurement guidelines. The Trust s most recent contractor evaluation of Verrazano is favorable. The Page 19 of 26

company s implementation of an integrated pest management plan (for both indoor and outdoor areas) has contained the Park rodent population and resulted in an overall improvement of conditions. Based on the Trust s continuing needs to contain the Park s rodent population and control other pests, the Trust sought opportunities to piggyback pursuant to New York State Finance Law 163(10)(e). Verrazano has an existing contract with DCAS for extermination services. Details of the source of funding, the basis for use of the piggyback procurement method, the multiple factors to be evaluated and review of the DCAS procurement process are set forth in the memorandum previously provided to the Board. Based on the Trust s evaluations and discussions with DCAS, the Trust proposes to execute an independent contract with Verrazano based upon the equivalency of services being procured and pricing contained in the DCAS contract with Verrazano. Verazzano remains an approved WMBE vendor, but under the currently proposed authorization the procurement procedure utilized is piggyback and not a Discretionary Purchase solicitation. Director Silver asked whether the exterminating service was just extermination and monitoring or if the service included preventive measures, such as recommendations on trash receptacle that are pest proof. Ms. Kustka replied that pest sources are an issue that the Trust actively addresses and works to maintain sanitation conditions at general food source areas like concession and collection sites. Upon a properly called motion, the following resolution passed unanimously. HUDSON RIVER PARK TRUST Authorization for Hudson River Park Trust to Contract with Verrazano Exterminating Corp. for Park-wide Inspection, Monitoring and Exterminating Services in an Amount of $30,000 for a One Year Term with up to Three (3) Additional Optional One Year Extension Terms at $30,000 each, plus a $5,000 Contingency for a Total Board Authorization Amount of up to $125,000 Page 20 of 26

RESOLVED, based upon the materials presented to the Board of Directors at its meeting on December 15, 2016, a copy of which is ordered filed with the records of the Hudson River Park Trust, the Board hereby authorizes the Hudson River Park Trust to contract with Verrazano Exterminating Corp. in the amount of $30,000 for a one year term with up to three (3) additional optional one year extension terms at $30,000 each, plus a $5,000 contingency for a total Board authorization amount of up to $125,000; and be it further RESOLVED, that the President or her designee(s) be, and each of them is hereby authorized to take such actions as the President or her designee(s) may deem necessary or appropriate in order to implement the forgoing resolution. **** After approval of the last item, President Wils asked Director Silver if NYC Parks has additional pest control insights. Director Silver stated that NYC Parks and Department of Health have preferred trash receptacles and protocols that can be useful to the Trust. President Wils thanked Director Silver and noted that the Trust will reach out to NYC Parks to retrieve such information. The Board items being concluded, President Wils began the President s Report by noting the materials in the Board s packets at the meeting include a summary of Park-wide public safety statistics. President Wils commended the Trust s PEP officers and operations staff for all the excellent work they do to keep the Park a safe and friendly environment. Also provided in the packets to the Board were the financial statements for the first eight months of fiscal year 2016-2017, including a report on the status of FEMA funding. Also in the packets was the mid-year budget report for fiscal year 2016-17. At the September 29th meeting of the Board, the Board approved amending the Bylaws of the Trust to increase from $100,000 to $200,000 the threshold contract amount which would require prior Board approval. No such contracts were entered into since the last Board meeting. Page 21 of 26

Also in the packets was a report on all new revenue generating contracts for fiscal year 2016-2017. The Park s digital footprint continued to grow. In 2016, the Trust gained over 3,900 new Facebook likes - a 25% increase - tweeted 526 times which produced 1,047,095 impressions, and more than doubled the Trust s Instagram followers to over 11,000. The Trust also had over 450,000 users visit hudsonriverpark.org. Two of the Trust s most successful topics on Instagram are dogs and sunsets. A video recently taken at the Leroy St. Dog Run has received over 900 views and a photo of a recent sunset has received over 350 likes. Workers are busy removing pavers at the Morton Street portion of the Esplanade Project and preparing the site for construction of the bulkhead repairs. The Trust will be bringing that construction contract to the Board for approval in January. Since the Morton Street bulkhead work has begun, the Esplanade between Morton and Christopher Street is closed for construction. Signage has been posted directing pedestrians to the bikeway which is now a shared use condition. The northern leg of the Morton street crosswalk and the south leg of the Christopher street crosswalk have been closed during this construction with barricades and signage indicating its closure. The Trust is aware the that the bikeway stretch from Morton to Christopher Street is very narrow and is raising awareness of the need for caution while driving through this stretch. The bikeway is part of the Pier 55 esplanade project, and will extend to 18 th Street, providing the public with a wider bikeway by the end of 2017. President Wils continued with a presentation of the concept design for Pier 26 and a reminder of the previously discussed sources of finance, along with the recent addition of a $200,000 grant from DEC for dock design and $500,000 from REDCNY for the design of Page 22 of 26

wetlands and a science playground. The Pier 26 presentation was the same as the one given at the recent Community Board 1 meeting, highlights of the Olin Studio design included a mix of passive open space and ecology education spaces. Director Kaplan then asked if approvals other than the Board s would be necessary for completion of the Pier 26 redevelopment. President Wils assured the Board that the Trust is in the process of ascertaining the necessity of any supplemental approvals. Director Halpern inquired about the $30 million target budget and President Wils reiterated that the $30 million target budget is an estimate budget. Director Kaplan further pressed whether the plan included additional pier construction and President Wils explained the current design uses only the existing pier structure, with the wetlands area of the design potentially moving closer to the bulkhead if the water at the end of Pier 26 proves unamenable. The Pier 26 presentation concluded with an acknowledgment of Community Board 1 s satisfaction with the design concept. President Wils began a presentation of the Chelsea Waterside Playground project, led by Friends board member, Greg Wasserman. Funding sources include $820,000 secured by Councilmember Johnson and $500,000 secured by Assembly-member Gottfried. Friends has committed to raising an additional $1,000,000, which they have already raised 680,000k to date and are on target for the rest of the funding. Friends has done outreach with Community Board 4, parents and a public hearing to inform the twelve month design process with Michael Van Valkenburgh The expanded playground will have differentiated areas as well as a custom design element by Monstrum, world renown Danish playground producer. Page 23 of 26

Director Halpen inquired about the completion time for the Playground, and President Wils replied that it would take nine months to a year, depending on the weather, and hopes to start construction in the summer. Director Halpen then asked for the Pier 26 schedule, and President Wils said the Trust is aiming to start construction in a year, with a completion time of eighteen months. The wetland section of Pier 26 is not included in this project timeline because there may be a lag in construction depending on the research involved to design the wetlands. With President s report concluded, President Wils then introduced new staff at the Trust. Rashi Puri has joined the Trust as AVP of Real Estate, responsible for all of the Trust s tenant transactions, property management and planning. Ms. Puri was previously an AVP of Real Estate Transactions at NYCEDC, where she managed various projects such as the City-wide ferry service and a redevelopment of a medical campus in Staten Island. Ms. Puri has a Masters of Architecture from the University of Michigan and a Masters of Real Estate from Columbia. Also joining the Trust in a new role as VP of Management systems, Owen Davies joins the Trust from NYC Parks where he was most recently Director of Capital Budget, overseeing the parks department s $3.9 billion Capital budget. Mr. Davies will be responsible for integrating all Trust s systems and software, allowing for information to be more readily available and creating efficiencies throughout the organization. Mr. Davies has a Masters of Public Administration, also from Columbia. President Wils then thanked the current General Counsel and Senior Vice President, Amy Jedlicka, for her tireless work at the Trust and closing the Pier 55 documents, Pier 57 documents and Pier 40 MOU and PSA. The Trust will miss Ms. Jedlicka s expertise in real estate transactions and wishes Amy well in all her future endeavors. Page 24 of 26

Gary O Brien was introduced to the Board as the new General Counsel and Senior Vice President of the Trust, which will be voted on in the January Board meeting. Mr. O Brien joins the Trust from the Siemens Corporation, where he headed their real estate division and was previously at McCarter and English. Mr. O Brien has his JD from New York Law School. Next, was a report by Bob Townley for the Hudson River Park Advisory Council. Mr. Townley introduced Dan Miller from Community Board 2, who delivered a presentation on the forthcoming local e-bike legislations and the Advisory Council s position to ban e-bikes from the Park. Mr. Miller continued that New York State defines e-bikes as motor-assisted bikes, not just motorized. Mr. Miller and the Advisory Council are concerned about possible bills that attempt to legalize e-bikes, and the Advisory Council will seek to block any such legislation if possible. President Wils added that the Trust actively pursues prohibited e-bikes in the Park and issues summonses whenever possible. Mr. Miller was pleased with the PEP efforts to curb e- bikes but insisted that the local NYPD precinct become more involved in regulating e-bikes in the Park because police have the authority to actually confiscate the currently illegal e-bikes. Community Board 2 has been pressuring local precincts to assist and also advocates for roadblocks along the bike path that do not allow e-bikes to pass through, or the fast moving tricycles used on the bike path, which are also very dangerous. Director Rose added his support to Mr. Miller s concerns and hopes the Board and Trust will support Community Board 2 in any efforts to block legislation legalizing e-bikes. Last, was a report by Connie Fishman from Friends of the Hudson River Park. Ms. Fishman started with news of the 2016 Gala, where Friends raised $2,800,000- a $387,000 increase from the previous year. Page 25 of 26

The Chelsea Waterside Playground committee has raised $716,000- an increase from the previously reported $680,000. The committee election on January 27 will be an upcoming opportunity to raise more funds. Also, the Visionary committee is set to start and will focus their fundraising efforts on sports related functions and general park awareness. Ms. Fishman then mentioned that a number of the Friends board members commented at the Pier 40 public hearing. Friends also hired Tony Simone, formerly form the City Council Speaker s office, to work on external affairs. Lastly, Friends will be sharing the new HRPK logo with the Trust, in a modified capacity, and plans to roll out the change simultaneously with the Trust. There being no further approval items for the meeting, Chair Taylor then asked for a motion for the Board to have, as permitted by Open Meetings Law, an Executive Session, and the motion was approved by the Board at 5:20 PM. At 5:51 PM, the Executive Session of the Hudson River Park Trust was adjourned and the Public Meeting reconvened. There being no further business, and on a properly-called motion, the meeting was adjourned at 5:52 PM. Page 26 of 26