PEDFA-Harrisburg IGA 111213.pdf

8/14/2019 PEDFA-Harrisburg IGA 111213.pdf

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PEDFA INTERGOVERNMENTAL COOPERATION AGREEMENT

This Intergovernmental Cooperation Agreement (Agreement) is made and entered into byand between the City of Harrisburg, Pennsylvania (City) and the Pennsylvania EconomicDevelopment Financing Authority (PEDFA) (hereinafter referred to collectively as Parties).

WHEREAS, the City is a third class city incorporated under the Laws of the Commonwealthof Pennsylvania with its offices located at Martin Luther King Jr. Government Center, 10 North 2ndStreet, Harrisburg, PA 17101.

WHEREAS,PEDFA, with its offices located at Commonwealth Keystone Building, 400North Street, 4th Floor, Harrisburg, PA 17120, was created and is existing pursuant to thePennsylvania Economic Development Financing Law, 73 Pa.C.S. Section 371, et seq.

WHEREAS,the City desires to grant a franchise to PEDFA for the operation of on-streetparking in exchange for direct or indirect up-front payments to the City and on-going payments over

time during the term of the franchise.

WHEREAS, PEDFA, in its role pursuant to the Pennsylvania Economic DevelopmentFinancing Law, desires to accept such franchise and operate or cause to be operated the designatedon-street parking and will immediately contract or cause to be contracted with AEW CapitalManagement, L.P., or its affiliates or successors as the initial manager of the Parking System (theAsset Manager) to provide certain of such functions as provided in attached Exhibit A and theAsset Manager will immediately contract with the initial parking operator, or its affiliates orsuccessors (the Parking Operator).

WHEREAS,the Parties, together with the Harrisburg Parking Authority, are concurrently

entering into that certain Asset Transfer Agreement, a copy of which is attached hereto as Exhibit B,to provide for the larger transaction of which the on-street parking franchise is a part.

WHEREAS, the Parties to this Agreement desire to cooperate in on-street parking operationsand meter rate setting and other non-enforcement functions within a portion of the City as describedin attached Exhibit C and incorporated herein (the Non-Compete Area) for the collective benefit ofthe residents of, and visitors to the City.

WHEREAS,the Pennsylvania Intergovernmental Cooperation Law, Act 180 of 1972, asamended by Act 177 of 1996, 53 Pa.C.S. 2301, et seq. (hereinafter the Act), endorsescooperative agreements for provision of public services, performance of government functions, andother government purposes by and between local governments of this Commonwealth and between

local governments of this Commonwealth and the Commonwealth.

WHEREAS, the City has passed an ordinance or a resolution consistent with the provisionsof the Act (53 Pa.C.S. 2305), and thus, is duly authorized to enter into this Agreement.

WHEREAS, PEDFA has passed a resolution pursuant to the Pennsylvania EconomicDevelopment Financing Law, 73 Pa.C.S. Section 371, et seq. and it bylaws which duly authorizes itsChairman, Executive Director or other such officers to execute and deliver this Agreement.


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AND NOW, THEREFORE,in consideration of the mutual covenants undertaken herein,and with the intent to be legally bound, the Parties hereby agree as follows:

1. Purpose, Objectives, and Organizational Structure. The purpose and objectives of thefranchise and the delegation are to increase the commerce, health, safety, and prosperity ofthe City and to implement the Act 47 Recovery Plan and the financial recovery of the City.The powers and scope of authority delegated by the City to PEDFA are the right to operateor cause to be operated on-street parking (excluding enforcement), collect meter revenues,and set hours of operation for off-street parking within the Non-Compete Area.

2. Duties, Obligations, and Responsibilities.

A. General.

Management and Operation - PEDFA or its designee shall manage and operate or cause to bemanaged and operated the On-Street Parking consistent with the On-Street Parking SystemOperating Standards, which is attached hereto as Exhibit D and incorporated herein.

Parking Policy within the Non-Compete Area PEDFA and/or its designee and the AssetManager will work with the City to identify new residential permit parking areas (e.g. northof Forster), and PEDFA is granted the non-exclusive rights to enforce parking violations inresidential permit parking areas.

PEDFA is hereby granted the authority to adjust meter rates as appropriate based on marketdemand fluctuations over time and in accordance with Exhibit E attached hereto andincorporated herein the Schedule of On-Street Parking Fees, all covenanted to by PEDFAto meet rate covenants or debt service coverage covenants pursuant to any trust indenture towhich PEDFA may issue its revenue bonds. PEDFA is hereby granted the right to increase

meter and enforcement rates above those permitted in Exhibit E to the extent necessary tomeet any rate covenants in any indenture securing bonds issued in connection with thetransaction described in the Asset Transfer Agreement. PEDFAs ability to reduce overallmeter and enforcement rates (but not individual rates) is restricted if such reduction wouldimpair its ability to meet the rate covenants and in the event of a bond default or breach ofdebt service coverage ratio covenants.

B. Parking Fee and Period of Operation Adjustments.

(a) Changes in Metered Parking Fees.

(i) Adjustments in Metered Parking Fees. On or after January 1, 2014,

PEDFA or its designee may adjust the metered parking fees; provided that increasesshall not exceed the applicable metered parking fee cap, set forth in Exhibit E hereto,subject in each case to the requirements of the regular rate adjustment and the ratecovenants requirements. Except in circumstances required to meet the ratecovenants, any increase of the metered parking fee in excess of the applicablemetered parking fee cap is subject to approval by the City.


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(b) Changes in Period of Operation.

(i) Adjustments in Period of Operation. Following the initial adjustmentdate, PEDFA or its designee may adjust the period of operation for the parkingspaces, provided, however, that PEDFA or its designee shall not increase the hours ofoperation for the metered parking spaces beyond 11 hours a day within the first fiveyears of this Agreement.

(c) Compliance with rate covenants. Notwithstanding anything in thisAgreement to the contrary, PEDFA or its designee can increase parking fees over any

parking fee cap in amounts determined by PEDFA to be necessary, from time to time, toachieve compliance with any rate covenant in any indenture under which revenue bonds areissued and which Parking Revenue is pledged.

C. Right of Entry and Access to the Public Way.

The City hereby grants to PEDFA and its designee a license to enter upon, in, under, over

and across the public way, only to the extent and at such times as shall be necessary ordesirable for PEDFA or its designee and through the Asset Manager or the Parking Operator,to access the parking system in order to conduct or cause to be conducted parking systemoperations, including operating, maintaining, inspecting, constructing, repairing andmanaging the parking system and all supporting structures and appurtenances thereto andinterconnecting the same to any electric utility, telephonic or other communication lines,collecting parking revenue, and installing monitoring or observation technology orequipment reasonably necessary for parking system operations.

(i) The rights granted to PEDFA do not create a priority in favor ofPEDFA over any other user of the public way and are subject to the Operating

Standards attached hereto as Exhibit D and all provisions of law, includingapplicable City permit requirements, relating to the conduct of a private business orfranchise in that part of the public way that is part of an actual parking space in the

public way.

(ii) PEDFA will not be responsible for the installation, removal, andrepair of signage not relating to the parking system (such as signs regarding nostanding/stopping, bus/taxi zones, traffic control, etc.)

3. Duration. The duration of the term of the delegation is concurrent with the term of the AssetTransfer Agreement.

4. Resources.

The manner and extent of financing of the parking transaction of which the delegation is apart are as set forth in the Asset Transfer Agreement;

The organizational structure necessary to implement the delegation is as set forth in the AssetTransfer Agreement;


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The manner in which real and personal property shall be acquired, managed, licensed anddisposed of by PEDFA or its designee are as set forth in the Asset Transfer Agreement; and

No entity shall be created by the delegation, but the authority delegated herein shall beexercised by PEDFA or its designee (as defined in the Asset Transfer Agreement).

5. Insurance. The manner in which insurance shall be provided for all property impacted bythis Agreement are set forth in the Asset Transfer Agreement.

6. Additional Parties. Any other additional municipality may join in this Agreement uponwritten approval of the existing Parties hereto, and by following the Official ActionRequired, below.

7. Termination of Agreement. The Parties agree that neither Party to this Agreement maywithdraw at any time from this Agreement until the date the Asset Transfer Agreement isterminated.

8. Notice. Any and all notices required between the Parties to this Agreement shall be deemedto have been duly given when said notice is either hand-delivered or mailed by United StatesCertified Mail, Return Receipt Requested, to the administrative office address of record setforth at the outset of this Agreement. Any Party may change its address of record by writtennotice of said change to all other Parties.

9. Exhibits. The following documents are attached hereto as exhibits, and are incorporatedherein by reference:

A. Management Agreement between PEDFA and THE ASSET MANAGER

B. Asset Transfer Agreement

C. Non-Compete Area

D. On-Street Parking System Operating Standards

E. Schedule of On-Street Parking Fees

10. Entire Agreement. This Agreement, along with the Exhibits incorporated herein byreference, comprise the entire agreement between the Parties related to the subject matter ofthis Agreement, and supersedes any prior agreement, oral or written, between the Parties onthe subject matter hereof.

11. Amendment. This Agreement may only be amended in writing, by duly authorizedrepresentatives of the Parties, and approved by official action of the Parties.

12. Assignment and Delegation by PEDFA. PEDFA may assign any rights or benefits, anddelegate any duties or obligations, that are set forth in this Agreement.


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13. Severability. If any provision of this Agreement is determined to be legally invalid by acourt of competent jurisdiction, such invalidity shall not affect the other provisions of theAgreement, and this Agreement shall continue to the full extent possible.

14. Non-Waiver. Failure by a Party to declare a breach of this Agreement fordefault of its termsdoes not constitute a waiver of any ongoing or subsequent breach or any other right underthis Agreement.

15. Governing Law. This Agreement, and all rights and obligations of the Parties hereto, aregoverned and construed in accordance with the laws of the Commonwealth of Pennsylvania.

16. Official Action Required. Pursuant to the Act (53 Pa.C.S. 2305), each Party to thisAgreement is required to pass an ordinance or a resolution authorizing the terms andexecution of this Agreement.

17. Authority. The signatories below are duly authorized to enter into this Agreement as therepresentative of the respective Parties to this Agreement as follows:

City, Ordinance No. ______ passed at a meeting of its Council on ____________, 2013.

PEDFA, Resolution passed at a meeting of its Board on ___________, 2013.

18. Commonwealth Held Harmless.

The City and its successors and assigns shall indemnify, defend, and hold harmless PEDFAand the Commonwealth of Pennsylvania and their employees and agents, from and against any andall losses, costs (including litigation costs and counsel fees), claims, suits, actions damages, andexpenses, including but not limited to any claim or action alleging any loss of life, bodily injury,

personal injury, invasion of privacy, discrimination, emotional damages or property damage,occasioned wholly or in part by the Citys act or omission or the act or omission of the Citys agents,contractors (including subcontractors and suppliers), officers, employees, servants or independentcontractors related in any way to this Agreement and the Citys performance under it.

If any claims, lawsuits, disputes, arbitrations, mediations or other actions are initiated againstPEDFA and/or the Commonwealth of Pennsylvania by the City or a third party or parties pertainingto the above, and it is determined by a court, arbitrator, administrative body or the Board of Claimsthat the City has breached and/or violated the terms of this Agreement by bringing claims, lawsuits,disputes, arbitrations, mediations or other actions against PEDFA and/or the Commonwealth ofPennsylvania or by the City failing to hold harmless and/or indemnify PEDFA and/or theCommonwealth of Pennsylvania, then the City shall be required to pay for the reasonable expenses

and/or reasonable value of bringing and/or defending such actions by PEDFA and/or theCommonwealth of Pennsylvania, including without limitation attorneys fees, disbursements andcourt costs in an amount to be determined by the court, arbitrator, administrative body or the Boardof Claims. Pursuant to the Commonwealth Attorneys Act (71 P.S. 732-101, et seq.), the Office ofAttorney General (OAG) has the sole authority to represent the Commonwealth in actions broughtagainst the Commonwealth. The OAG may, however, in its sole discretion and under such terms as itdeems appropriate, delegate its right of defense.


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Should the OAG delegate its right of defense to PEDFA through the Department ofCommunity and Economic Development (DCED), the choice of selecting outside counsel torepresent PEDFA or utilizing DCED attorneys employed by DCED and/or the Office of GeneralCounsel shall solely be made by the Governors General Counsel. The reasonable value of attorneysfees shall be paid to PEDFA, even if the Governors General Counsel assigns DCED or other

Commonwealth attorneys. The Governors General Counsel shall set the hourly rate for attorneysassigned to defend any legal action brought against PEDFA or the Commonwealth of Pennsylvania.

The City acknowledges that PEDFA and the Commonwealth of Pennsylvania enjoysovereign immunity as provided in 1 Pa.C.S. 2310 and further that PEDFA and theCommonwealth of Pennsylvania do not waive sovereign immunity by entering into this Agreement.

19. Effective Date. This Agreement shall become effective on the Closing Date under the AssetTransfer Agreement.

20. Inurement. This Agreement shall be binding upon and inure to the benefit of all successorsin interest to the Parties hereto.

21. Counterparts. This Agreement may be executed in counterparts, each of which shall bedeemed an original.

[Signatures Appear on Following Page]


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IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto havehereby caused this Agreement to be executed by their duly authorized representatives.

CITY OF HARRISBURG

By:Attest: Mayor

By:(Assistant) Secretary City Controller

(SEAL) PENNSYLVANIA ECONOMICDEVELOPMENT FINANCING

AUTHORITYAttest:

By:Assistant Secretary Executive Director

APPROVED AS TO FORM AND LEGALITY

OFFICE OF GENERAL COUNSEL OFFICE OF ATTORNEY GENERAL

By: By:

Date: , ______ Date: , ______


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EXHIBIT A

TO PEDFA INTERGOVERNMENTAL COOPERATION AGREEMENT

MANAGEMENT AGREEMENT BETWEEN PEDFA AND THE ASSET MANAGER

[attached]


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ASSET MANAGEMENT AGREEMENT

THIS ASSET MANAGEMENT AGREEMENT, is made the __ day of ________, 2013 (thisAgreement), by and between the Pennsylvania Economic Development Finance Authority (theClient), having an address at ___________________________________________ and [_______], asingle purpose entity wholly owned by AEW Capital Management, L.P. (AEWor the AssetManager) having an address at Seaport East, Two Seaport Lane, Boston, Massachusetts 02210-2021.

W I T N E S S E T H:

WHEREAS, AEW is registered as an investment adviser under the Investment Advisers Act of1940, as amended (the Adviser's Act);

WHEREAS, the Client owns or controls the on-street and the off-street parking facilities

attached hereto as Exhibit A (the Facilities), which were acquired by the Client through the issuanceof parking facilities revenue bonds (the Bonds) by the Client pursuant to a Trust Indenture from theClient to ___________, as trustee (the Trustee) dated as of _________, 2013 (the Indenture); and

WHEREAS, the Facilities were acquired by the Client pursuant to an Asset Purchase Agreement,an Intergovernmental Cooperation Agreement and a Lease; and

WHEREAS,the Client desires to engage AEW to provide asset management and related serviceswith respect to the Facilities and AEW desires to provide such services and accept such engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereincontained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Appointment; Term. (a) Appointment. The Client hereby engages AEW, and AEW herebyaccepts such engagement, to provide asset management services and to assist the Client withrespect to the Facilities. As asset manager, AEW will provide the following services: (i) AEWwill be responsible for moderate-term to long-term strategic planning relating to the Facilities,with direct oversight of and contracting responsibility with the parking operator responsible forthe day-to-day operations (other than certain enforcement obligations which are being delegatedto AEW by agreement with the Commonwealth of Pennsylvania, Department of GeneralServices) of the Facilities; (ii) AEW will prepare or oversee the preparation of operating budgets,annual budgets and business plans for the operation and maintenance of the Facilities; (iii) AEWwill make recommendations to the Client with respect to the establishment of reserves forongoing operations and maintenance; (iv) AEW will make recommendations with respect to risk

management policies and procedures with respect to the Facilities; and (v) AEW will assist inplanning and implementation of development/redevelopment programs with respect to theFacilities; however, AEW will not, have responsibility for design or construction managementwith respect to development or redevelopment of the Facilities or any new parking facilities.

(b) Term. [The initial term of this Agreement shall be for a period of ____ years,commencing on the date hereof and expiring at midnight on the day preceding the __ anniversaryof the date hereof. Thereafter, subject to Section 2(c) hereof and provided that the AEW is not indefault of its obligations hereunder, and provided that the parties hereto do not agree to a different


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arrangement, this Agreement shall automatically renew from year-to-year until either party giveswritten notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term orthe then-current renewal term, unless terminated earlier as provided in this Agreement. The term

Year shall mean the twelve (12) consecutive months beginning with the Commencement Dateand each twelve month period thereafter. The term of this Agreement may be extended bymutual consent of the Client and AEW for an additional period of ____ years, commencing onthe expiration of the Initial Term and expiring on the __ anniversary thereof.]

(c) The parties hereto expressly intend that this Agreement constitute a qualifiedmanagement contract pursuant to Internal Revenue Procedure 97-13 and any successor guidancehereafter promulgated by the Internal Revenue Service. Accordingly, notwithstanding Section2(b) of this Agreement, AEW and the Client agree that the Initial Term shall terminate and notautomatically renew, unless the Client, prior to the expiration of the Initial Term, is provided withan opinion of nationally recognized bond counsel for the issuance of tax-exempt municipal bonds,to the effect that such automatic renewal does not adversely affect the tax exempt status of the

Bonds.

2. Duties. Asset Manager may, in carrying out its duties hereunder, and to assist the Client, take,any action to the extent that Asset Manager considers such action advisable or appropriate,including, without limitation:

(a) To retain, at reasonable rates, at the cost of and on behalf of the Client, appraisers,legal counsel, architects, accountants, insurance consultants, engineers, environmentalspecialists and other real estate professionals, agents and consultants;

(b) To consummate transactions on behalf and in the name of the Client, or through theauthorized designee of the Client, or all actions that Asset Manager deems advisable or

appropriate thereto, including without limitation, executing such documents orinstruments as may be advisable or appropriate;

(c) To take all actions advisable or appropriate to supervise, manage, maintain and,subject to required approvals, if any, pursuant to the Indenture, the Asset TransferAgreement or the Lease, dispose of assets, including without limitation, directing theexpenditure of funds by the Client for the maintenance of the Facilities and forimprovements thereto, approving operating budgets, supervising parking operator(s),negotiating leases, management, operating and service agreements and constructioncontracts;

(d) Subject to required approvals, if any, pursuant to the Indenture, the Asset Transfer

Agreement or the Lease, to make all sale, exchange, expansion and other capitaldecisions with respect to the Facilities;

(e) To oversee accounting and reporting functions as are required for the propermanagement of the Facilities, contract for audits and prepare or cause to be prepared suchreports as may be required by the Client or the Indenture, the Asset Transfer Agreementor the Lease in connection with the operation of the Facilities, review the accounting ofincome and expenses and report on the financial status of the Facilities; and


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(f) Adhere to the Standards set forth on Exhibit B, attached hereto, as from time totime modified pursuant to the Indenture, the Asset Transfer Agreement or the Lease.

3. Budgets and Business Plans; Major Decisions. Asset Manager shall prepare and submit to theClient for approval (a) on or before __________ of each year during the term hereof, a pro formabudget for the Facilities, formulated in accordance with the provisions of the Indenture, the AssetTransfer Agreement and the Lease and (b) on or before __________ of each year during the termhereof, an annual business plan for the Facilities, each in such detail as the Client may reasonablyrequest or the Asset Manager deems appropriate, containing, as appropriate, projections ofworking capital and capital improvement expenditures. The business plan will also identifymajor service providers (e.g., parking operator(s), accountants and counsel) anticipated to beutilized in connection with the on-going management and operation of the Facilities. AssetManagers representatives will be prepared to meet with the Client to discuss any questions orcomments the Client may have with respect to the proposed annual budget and business plan.

The Client shall, within 30 days of receipt of a proposed budget or business plan (and within 30days of receipt of any proposed modification to an existing budget or business plan which hasbeen previously approved by the Client) consider for approval the proposed budget or businessplan (or proposed modification) In the event a proposed budget, business plan or modification isnot approved, until such time as the proposed budget, and/or modification or business plan isapproved by the Client, the existing budget, and/or modification and/or business plan previouslyapproved by the Client shall continue in force and effect.

With respect to any budget submitted to and approved by the Client, such budget shall be anApproved Budget, and with respect to any business plan submitted to and approved by theClient, such business plan shall be an Approved Business Plan.

As used herein, the following terms shall have the following meaning:

Approved Budget means any then current budget with respect to the Facilities whichhas been approved by the Client. [Notwithstanding the foregoing, Asset Manager shallhave the authority, without further action of the Client, to approve variances from anApproved Budget, provided that such variances are not greater than [10%] per item, andsuch variances shall constitute part of the Approved Budget.]

Approved Business Plan means any then current business plan with respect to theParking Assets that has been approved by the Client.

4. Parking Operator(s). Initially, the parking operator for the Facilities will be [Standard ParkingCorporation] (the Parking Operator). The Parking Operator will be retained by AssetManager pursuant to a separate agreement between the Asset Manager and the Parking Operator(the Parking Operator Agreement). In the event of termination of the Parking OperatorAgreement, the Asset Manager will make a recommendation to the Client with respect to areplacement Parking Operator and will negotiate a proposed agreement with the replacementParking Operator Agreement. [TO BE REVISED BASED UPON THE INDENTURE]


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5. Insurance. [SUBJECT TO REVIEW AND CONFORMITY WITH THE INDENTURE] AssetManager shall obtain and maintain, or cause to be obtained and maintained by the ParkingOperator, the following insurance at the expense of the Client, subject to customary deductibles,

with a reputable insurance company (and provided that such coverage is readily available at areasonable expense) for the Property:

(a) standard hazard insurance providing fire and extended coverage insurance in an amountequal to the full replacement cost of the Property, subject to a full replacement costendorsement and, if applicable, earthquake coverage up to the probable maximum loss(PML) or, if insurance coverage up to the PML is not available, then to the maximumlevel reasonably available in the market, and coverage for boiler and machinery, rent loss orbusiness interruption (to the extent available at commercially reasonable rates, on an actualloss sustained basis, but in no event less than twelve (12) months), and other usual andcustomary coverage from time to time in amounts which are sufficient and reasonablynecessary to protect such Property and the Client from any losses of the types insured

against thereby;

(b) commercial general liability and other insurance including bodily injury, death and propertydamage liability in usual and customary amounts which are sufficient and reasonablynecessary to protect the Client from any such liability, but in no event less than $5,000,000per occurrence or such greater amount as may be specified by Client.

Each such insurance policy shall name the Client and, as appropriate, each third-party lender,bondholder or bond trustee or agent as a loss payee or an additional insured party and contain awaiver of subrogation by the insurer. [Need to identify any insurance requirements relating toMeters]

6. [Management Fee. For its services as asset manager pursuant to this Agreement, the AssetManager shall be paid management fees (the Management Fees) as follows:

(a) An annual Management Fee of $______________, with $______ thereof being payableas an Operating Expense under the Indenture, in monthly installments of $______per month,payable on the ____day of each month, commencing ______________(and with $________ofthe annual Management Fee being deferred and subordinated in each month).

(b) The amount of each monthly portion of the Management Fee then deferred andsubordinated as set forth in Section 5(a) hereof shall be paid in any month from the_________fund created under the Indenture, subject to the prior priorities of payment set forth inthe Indenture, and the Asset Manager shall not be entitled to any payment thereof unless ParkingRevenues for such purpose are transferred into the ___________ fund in accordance with theterms of the Indenture.

(c) In addition to the Management Fees, the Aseet Manager shall be entitled toreimbursement as Operating Expenses for out-of-pocket expenses reasonably incurred by AEWin connection with the service provided hereunder to the extent that such expenses are includedthe Approved Budgets; provided, however, that AEW shall not be reimbursed for its office andadministrative expenses, or for its travel and entertainment expenses.]


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[Reporting Requirements; Information. Asset Manager shall submit quarterly reports within45 days following quarter end. Quarterly reports shall include: (a) an executive summary of thestatus and performance of the Facilities; (b) financial statements, including income statement,

balance sheet and statement of cash flow for the Facilities; (c) a summary of the operating resultsand performance of the Facilities; and (d) the financial information required pursuant to theIndenture. The Client shall furnish, or cause to be furnished, to Asset Manager, upon request,such information as shall be reasonably required by Asset Manager to discharge its dutieshereunder. Asset Manager shall confer with the Client on a quarterly basis to review the status ofthe Parking Assets.]

7. Consultant Review. The Facilities will be reviewed by nationally recognized third partyconsultants with experience in reviewing parking assets and operations, at the times provided inthe Indenture, to determine the physical condition of the Facilities and to provide an estimate ofcapital needs (both near- and long-term). The Asset Manager shall also engage, from time totime, structural engineers, insurance consultants and financial consultants as it deems necessary.

8. Standard of Care. AEW shall act as a fiduciary for the Client and shall discharge its dutiespursuant to this Agreement with the care, skill, prudence, and diligence under the circumstancesthen prevailing that a prudent professional real estate asset manager acting in a like capacity andfamiliar with such matters would use in the conduct of an enterprise of a like character and withlike aims, and in accordance with this Agreement. AEW represents and warrants that it possessesthe requisite skill and expertise to serve as an asset manger and to perform the duties andobligations set forth in this Agreement.

9. Compliance with Laws. Asset Manager shall not knowingly engage in any action that wouldviolate, in any material respect, any law, rule, regulation or statement of policy of anygovernmental authority having jurisdiction over the Parking Assets.

10. Representations and Warranties of Client. The Client hereby represents and warrants to AEWthat: (a) the Client is duly organized, validly existing and in good standing under the laws of thejurisdiction of its organization; (b) the Client is fully authorized under the instruments and lawsgoverning the Client to enter into and perform this Agreement; and (c) the execution andperformance of this Agreement by the Client will not conflict with, or result in a breach of theterms, conditions, or provisions of, or constitute a default under, or result in any violation of, anyagreement or instrument to which the Client is subject.

11. Representations and Warranties of AEW. AEW hereby represents and warrants to the Clientthat: (a) AEW is duly organized, validly existing and in good standing under the laws of thejurisdiction of its organization; (b) AEW is fully authorized under the instruments and lawsgoverning AEW to enter into and perform this Agreement; (c) the execution and performance ofthis Agreement will not conflict with, or result in a breach of the terms, conditions, or provisionsof, or constitute a default under, or result in any violation of, any agreement or instrument towhich AEW is a party or may be subject.

12. Other Activities. AEW shall assign qualified personnel and shall devote such time as it shalldeem advisable or appropriate to enable AEW as a fiduciary, to fully to perform its obligationshereunder. It is understood that AEW provides asset management services for other clients,including private and public pension funds, endowments, investment companies and other


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investors. It is further understood that AEW may take action on behalf of other clients, itself orits affiliates that differs from action taken on behalf of the Client, so long as such actions do notadversely affect the operations of the Facilities.

[13. Termination Rights.

(a) At the sole option of the Client, this Agreement may be terminated immediately upon writtennotice of such termination to AEW if any of the following events shall have occurred: (a) AEWshall have violated any provision of this Agreement or breached any representation or warrantyset forth herein, and, after written notice from the Client of such violation, shall have failed tocure such default within thirty (30) days (or, if such default is not reasonably susceptible of beingcured with 30 days, shall have failed to promptly commence the cure of such default, if suchdefault is capable of being cured and thereafter diligently prosecuted to completion the cure ofsuch default); (b) a petition shall have been filed against AEW for an involuntary proceedingunder any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and

such petition shall not have been dismissed within 90 days of filing; or a court having jurisdictionshall have appointed a receiver, liquidator or similar official of AEW for any substantial portionof its property, or ordered the winding upon or liquidation of its affairs, and such appointment ororder shall not have been rescinded or vacated within ninety (90) days of such appointment ororder; or (c) AEW shall have commenced a voluntary proceeding under any applicablebankruptcy, insolvency or other similar law now or hereafter in effect, or shall have made anygeneral assignment for the benefit of creditors. In the event of any such termination, AEW shallcooperate in the transfer of its duties (and of all relevant documentation and other information) toa new asset manager or managers identified by the Client.

(b) AEW shall have the right to terminate this Agreement upon not less than [90] days writtennotice to the Client if AEW is not paid its monthly installment of the Management Fee set forth in

Section 6(a) hereof.]

14. [Indemnification.

(a) AEW shall, reimburse, indemnify and hold the Client, its directors, officers, shareholders andemployees harmless from and against any and all claims by the Client in respect of or arisingfrom any breach by AEW or its employees of its obligations hereunder; provided, that,in noevent shall AEW have any liability for any indirect, consequential or punitive damages incurredby the Client. The obligations of AEW hereunder shall survive the expiration or earliertermination of this Agreement.]


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15. Miscellaneous.

(a) Form ADV. The Client acknowledges receipt from AEW (at least 48 hours prior to enteringinto this Agreement) of Part II of AEW's Form ADV as filed with the Securities andExchange Commission. AEW shall make an annual offer of delivery to the Client of a copyof Part II of AEW's Form ADV as filed with the Securities and Exchange Commissionannually during the term of this Agreement.

(b) Amendments. This Agreement (including the Exhibits, which are deemed an integral parthereof) may be amended only by a written instrument signed by the Client and AEW. No delayon the part of any party in exercising any right, power or privilege under this Agreement shalloperate as a waiver thereof, nor shall any waiver on the part of any party of any right, power orprivilege under this Agreement, nor any single or partial exercise of any right, power or privilege

hereunder, preclude any other or further exercise thereof or the exercise of any other right,power or privilege under this Agreement.

(c) Severability. If any one or more of the covenants, agreements, provisions or terms of thisAgreement shall be held contrary to any express provision of law or contrary to policy ofexpress law, though not expressly prohibited or against public policy, or shall for any reasonwhatsoever be held invalid, then such covenants, agreements, provisions or terms shall bedeemed severable from the remaining covenants, agreements, provisions or terms of thisAgreement and in no way shall affect the validity or enforceability of the other provisions of thisAgreement.

[(d) Successors and Assigns. The Asset Manager may assign this Agreement to any entity owned

by, controlled by or under common ownership and/or control with the Asset Manager withoutthe necessity of the consent of the Client (and the Asset Manager shall promptly notify theClient of any such assignment). The Asset Manager expressly acknowledges and agrees thatthis Agreement may, without the consent of the Asset Manager, be assigned by the Client tothe Trustee for the security of the holders of the Bonds and may be subsequently assigned,without the consent of the Asset Manger, to an successor, trustee, or any other entityproviding financing or serving as a trustee for the benefit of entities or individuals whichprovide financing of the Facilities, or with respect to any refinancing of the Bonds, or anyother financing. The Asset Manger expressly agrees that upon such assignment, it willprovide the services hereunder for the benefit of such assignee upon the terms and conditionsset forth in this Agreement or will enter into a new agreement with such assignee containingsubstantially the same terms and conditions as are set forth in this Agreement. [TO BEREVISED BASED UPON THE INDENTURE AND THE LEASEHOLD MORTGAGE].Subject to the foregoing, this Agreement shall be binding upon the Client and upon AEW andtheir respective successors and assigns.]

(e) LIMITED LIABILITY. The liability of the Client under this Agreement shall be limitedsolely to the Parking Revenues. The Asset Manager expressly recognizes such limitation ofliability and that no obligations shall be paid hereunder or under the Indenture, other thanfrom Parking Revenues to the extent available, and further recognizes that payment ofobligations to the Asset Manager hereunder or with respect to the Facilities is further subject


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to, and limited by, the provisions of the Indenture, including but not limited to the flow offunds thereunder and that no default by the Client hereunder shall occur if it arises as a resultof the unavailability of Parking Revenues to make payments to the Asset Manager pursuant

to the terms of this Agreement.

(f) Notices. Unless expressly provided otherwise herein, all notices, requests, demands, andother communications required or permitted under this Agreement shall be in writing(including by telecopy or electronic mail) and shall be deemed to have been duly given, madeand received (i) when delivered against receipt or upon actual receipt of registered or certifiedmail, postage prepaid, return receipt requested, (ii) if sent by an internationally reputableovernight air courier, one business day after mailing, (iii) in the case of telecopy notice, whenreceived in legible form or (iv) in the case of electronic mail, with a copy sent as provided inclause (i) or (ii) of this sentence, when transmitted, in each case addressed as set forth below:

if to the Client to:

[Client]Attn: ______________Facsimile: __________Email: _____________

with copies to:

[Contact Name]

if to AEW to:

AEW Capital Management, L.P.Seaport East - Two Seaport LaneBoston, Massachusetts 02210-2021Attn: General CounselFacsimile: 617 261 9555Email: [email protected]

Any party may alter the address or telecopy number to which communications are to be sentby giving notice of such change of address in conformity with the provisions of thisSection 17(g) for the giving of notice.

(h) No Third Party Beneficiaries. Except for the rights of assignment set forth in Section 15(d)hereof, this Agreement is not intended, and shall not be deemed, to confer any rights orremedies upon any person other than the parties that are signatories hereto and theirrespective successors and permitted assigns or to otherwise create any third party beneficiaryhereto.

(i) Integration, Incorporation by Reference. This Agreement embodies the entire understandingof the parties with respect to the subject matter hereof; and, save where expressly referred to


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herein, there are no further or other agreements or understandings, written or oral, in effectbetween or among the parties relating to the subject matter hereof. All Exhibits hereto shallbe deemed incorporated herein by the references thereto made herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day andyear first above written.

[Client]

By: ________________________________Name:

Title:

[AEW entity]

By: _______________________________Name:Title:


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Exhibit A

Facilities


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Exhibit B

Standards


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B-1ATLANTA 5495893.6

EXHIBIT B

TO PEDFA INTERGOVERNMENTAL COOPERATION AGREEMENT

ASSET TRANSFER AGREEMENT

[attached]


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CONFIDENTIAL

DRAFT

THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL FOR DISCUSSION

AND DELIBERATIVE PURPOSES ONLY. THE INFORMATION IS NOT INTENDED

TO BE AND WILL NOT CONSTITUTE A PUBLIC RECORD FOR PURPOSES OF

THE PENNSYLVANIA RIGHT-TO-KNOW LAW BECAUSE THE INFORMATION

CONTAINS COMMERCIAL AND FINANCIAL INFORMATION MAINTAINED AS

CONFIDENTIAL OR PRIVILEGED WHICH CONSISTS OF THE TYPES OFINFORMATION RECOGNIZED AS BEING OF A SENSITIVE, CONFIDENTIAL

NATURE, THE DISCLOSURE OF WHICH WOULD CAUSE SUBSTANTIAL

MATERIAL HARM.

18401.001-1062247v0.3 1137322.00301/22237438v.9

ASSET TRANSFER AGREEMENT

FOR THE CITY OF HARRISBURG PARKING SYSTEM

dated

_______ __, 2013

by and among

HARRISBURGPARKINGAUTHORITY, as Transferor

and

PENNSYLVANIA ECONOMIC DEVELOPMENTFINANCING AUTHORITY, as Transferee

and

CITY OFHARRISBURG, PENNSYLVANIA


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137322.00301/22237438v.9

Table of Contents

PageARTICLE 1 DEFINITIONS AND INTERPRETATION ...............................................................2Section 1.1. Definitions.Unless otherwise specified or the context otherwise requires,

for the purposes of this Agreement the following terms have the followingmeanings: .................................................................................................................2

Section 1.2. Number and Gender.In this Agreement words in the singular include theplural and vice versa and words in one gender include all genders.......................18

Section 1.3. Headings.The division of this Agreement into articles, sections and othersubdivisions is for convenience of reference only and shall not affect theconstruction or interpretation of this Agreement. The headings in thisAgreement are not intended to be full or precise descriptions of the text to

which they refer and shall not be considered part of this Agreement....................18Section 1.4. References to this Agreement.The words herein, hereby, hereof,hereto and hereunder and words of similar import refer to thisAgreement as a whole and not to any particular portion of it. The wordsArticle, Section, paragraph, sentence, clause and Schedulemean and refer to the specified article, section, paragraph, sentence, clauseor schedule of or to this Agreement.......................................................................18

Section 1.5. References to Any Person. A reference in this Agreement to any Person atany time refers to such Persons permitted successors and assignees. ..................18

Section 1.6. Meaning of Including, Shall and Will. In this Agreement, the wordsinclude, includes or including mean include without limitation,includes without limitation and including without limitation,respectively, and the words following include, includes or includingshall not be considered to set forth an exhaustive list. The words shall andwill have the same meaning. ..............................................................................18

Section 1.7. Meaning of Discretion.Unless otherwise stated in this Agreement, theword discretion with respect to any Person means the sole and absolutediscretion of such Person. ......................................................................................18

Section 1.8. Meaning of Notice. In this Agreement, the word notice means writtennotice, unless specified otherwise. .......................................................................18

Section 1.9. Consents and Approvals.Unless specified otherwise, wherever theprovisions of this Agreement require or provide for or permit an approval orconsent by any Party, such approval or consent, and any request therefor,must be in writing (unless waived in writing by the applicable other Party).To the extent such approval or consent is to be given, shall not beunreasonably withheld, conditioned, or delayed....................................................18

Section 1.10. Trade Meanings. Unless otherwise defined herein, words orabbreviations that have well-known trade meanings are used herein inaccordance with those meanings............................................................................18


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Section 1.11. Laws.Unless specified otherwise, references to a Law are considered tobe a reference to (i) such Law as it may be amended from time to time, (ii)all regulations and rules pertaining to or promulgated pursuant to such Law,(iii) the successor to the Law resulting from recodification or similarreorganizing of Laws and (iv) all future Laws pertaining to the same or

similar subject matter.............................................................................................18Section 1.12. Generally Accepted Governmental Accounting Principles.Allaccounting and financial terms used herein, unless specifically provided tothe contrary, shall be interpreted and applied in accordance with generallyaccepted governmental accounting principles in the United States ofAmerica, consistently applied................................................................................19

Section 1.13. Calculation of Time.For purposes of this Agreement, a period of Daysshall be deemed to begin on the first Day after the event that began the

period and to end at 5:00 p.m. (Prevailing Eastern Time) on the last Day ofthe period. If, however, the last Day of the period does not fall on a BusinessDay, the period shall be deemed to end at 5:00 p.m. (Prevailing Eastern

Time) on the next Business Day. ...........................................................................19Section 1.14. Approvals, Consents and Performance...........................................................19Section 1.15. Incorporation of Schedules.The Schedules are integral to, and are made

a part of, this Agreement. In the event of any conflict between the terms ofthis Agreement and the terms of the Schedules, the terms of this Agreementshall control............................................................................................................19

ARTICLE 2 THE TRANSACTION; CLOSING; CONDITIONS PRECEDENT; COVENANTS19Section 2.1. Transfer and Acquisition. ...................................................................................19Section 2.2. Closing. .................................................................................................................21Section 2.3. Conditions Precedent; Termination. .................................................................21Section 2.5. Covenants..............................................................................................................24Section 2.6. Intended Treatment for Federal and State Income Tax Purposes. This

Agreement is intended for United States federal and state income taxpurposes to be the acquisition by the Transferee of a leasehold interest inand to the Parking System including the Parking System Land, a grant to theTransferee of a right and franchise within the meaning of sections197(d)(1)(D) and (F) of the Internal Revenue Code of 1986, and sections1.197-2(b)(8) and (10) of the Income Tax Regulations thereunder, for andduring the Term to provide Parking Services, and an assignment to theTransferee of all other section 197 intangibles (within the meaning of suchin the Internal Revenue Code of 1986) held by the Transferor with respect tothe Parking System and conveyed by this Agreement. The Transferor andthe Transferee agree that the Closing Consideration will be allocated amongthe assets that the Transferee is obtaining the use of pursuant to thisAgreement using the residual allocation provisions of Section 1060 of theInternal Revenue Code of 1986 as provided therein..............................................28

Section 2.7. Closing Deliveries.At the Time of Closing, each Party shall execute anddeliver all agreements, bills of sale, assignments, meter licenses,endorsements, instruments and documents as are reasonably necessary in the


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opinion of the other Party to effect the Transaction (and in form andsubstance that are reasonably satisfactory to such other Party).............................28

Section 2.8. Memorandum of Lease. At the time of Closing, the Parties shall executeand deliver a memorandum of lease (the Memorandum of Lease) in theform attached hereto as Schedule 13, which shall be filed with the Dauphin

County Recorders Office. To the extent that after Closing, changes aremade to this Agreement with respect to the Term, Parking System Land, orother material matters set forth in the Memorandum of Lease, the Partiesshall execute, deliver, and record an amendment to the recordedMemorandum of Lease reflecting such changes. The Parties agree not torecord this Agreement itself...................................................................................28

Section 2.9. No General Obligations. Notwithstanding anything herein to the contrary,the obligations, covenants, and agreements of the Transferee pursuant to thisAgreement, the Lease, and all other Transaction Documents shall be limitednon-recourse obligations of the Transferee, payable solely from the proceedsof the Parking Bonds and the Parking Revenues of the Parking System, shall

not constitute a pledge of the faith and credit of the Transferee or of anyassets of the Transferee other than Transferees right, title and interest in andto the proceeds of the Parking Bonds and the Parking System, and theTransferor shall have no claim against the Transferee for the performance ofany obligation or for payment of any amount due pursuant to thisAgreement, the Lease, or any other Transaction Document from any assetsor revenues of the Transferee, other than Parking Revenues and proceeds ofthe Parking Bonds. .................................................................................................28

ARTICLE 3 TERMS OF THE LEASE AND THE FRANCHISE ...............................................29Section 3.1. Right to Use and Present Condition. .................................................................29Section 3.2. The Lease. The Transferor will lease the Parking System Land, Parking

Garages, and Parking Lots to Transferee pursuant to the Lease for a statedterm of approximately 40 years expiring December 31, 2053. The Term ofthe Lease will expire December 31, 2053, subject to extension if theIndenture Obligations have not been satisfied on or before December 31.2053. The Transferee shall perform the Off-Street Parking Services inaccordance with the Operating Standards during the Term of the Lease. .............29

Section 3.3. The Franchise. .....................................................................................................29Section 3.4. Parking System Operations. ...............................................................................30Section 3.5. Operator Engagement; Asset Manager.............................................................31Section 3.6. Authorizations; Qualifications. ..........................................................................31Section 3.7. No Encumbrances................................................................................................32Section 3.8. Tax Exempt Parking Bonds. Notwithstanding anything herein to the

contrary, the Transferor, the Transferee, and the City each agree not to takeany action that would have the effect of causing interest on any of the TaxExempt Parking Bonds to be included in gross income for federal incometax purposes. ..........................................................................................................32

Section 3.9. Payment of Taxes. Except as otherwise provided in this Section 3.9, theTransferee shall pay or cause to be paid when due all Taxes payable duringthe Term in respect of the use or conduct of business with respect to the


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Parking System. The Transferee shall have the right to contest in good faiththe validity or amount of any Taxes which it is responsible to collect andremit or to pay under this Section 3.9 and the Transferor hereby agrees tocooperate with the Transferees exercise of such right, provided that (i) theTransferee has given prior notice to the Transferor of each such contest, (ii)

no contest by the Transferee may involve a reasonable possibility offorfeiture or sale of the Parking System, and (iii) upon the finaldetermination of any contest by the Transferee, if the Transferee has notalready done so, the Transferee shall pay any amount found to be due,together with any costs, penalties and interest.......................................................32

Section 3.10. Utilities................................................................................................................33Section 3.11. Notices of Defaults and Claims.........................................................................33Section 3.12. Reversion of Parking System. At the end of the Term, the Transferee

shall surrender and deliver, or cause to be surrendered and delivered, asprovided in the Lease, to the Transferor all of its rights, title and interest inthe Off-Street Parking System (including all improvements to the Off-Street

Parking System and property added after the Time of Closing, all amounts,if any, on deposit in the funds created under the Indenture, and all tangibleand intangible personal property of the Transferee (including inventories))that is included in the Off-Street Parking System, subject, however, as toany intellectual property included in the Off-Street Parking System, to anyrestrictions or prohibitions to disclosure, transfer or sharing thereof and anyother rights of third parties with respect thereto, all in accordance with the

provisions of Section 14.3. In addition, the Transferee shall assign andconvey (via bill of sale) to the Transferor, all Personal Property and alladditions and replacements owned by the Transferee and used in connectionwith the operation of the Off-Street Parking System. With respect to anythird party software utilized by the Transferee, Asset Manager, or Operatorin the operation of the Off-Street Parking System at the time of theReversion Date, the Transferee will cooperate with the Transferor to enablethe Transferor to obtain appropriate license rights and terms to theTransferor for continued operation following reversion........................................34

Section 3.13. Termination of the Franchise. At the end of the Term, the Transfereeshall surrender and deliver, or cause to be surrendered and delivered, to theCity all of its rights, title and interest in the Franchise, the On-Street ParkingSystem, the Metered Parking Revenue, the Parking Violation Revenue, andall tangible and intangible personal property of the Transferee (includinginventories)) that is included in the On-Street Parking System, subject,however, as to any intellectual property included in the On-Street ParkingSystem, to any restrictions or prohibitions to disclosure, transfer or sharingthereof and any other rights of third parties with respect thereto, all inaccordance with the provisions of Section 14.3. With respect to any third

party software utilized by the Transferee, Asset Manager, or Operator in theoperation of the On-Street Parking System at the time of the Reversion Date,the Transferee will cooperate with the City to enable the City to obtain


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appropriate license rights and terms to the City for continued operationfollowing reversion. ...............................................................................................34

Section 3.14. Police, Fire, Emergency, and Public Safety Access Rights.Notwithstanding any other provision of this Agreement, at all times duringthe Term and without notice or compensation to the Transferee (i) any

police, fire, and emergency services and any other security or emergencypersonnel while on duty and acting in their official capacities and inresponse to an emergency, shall have access, in connection with thoseofficial capacities, to the Parking System; provided, however, that suchaccess shall not permit the parking of vehicles, except in response to anemergency and (ii) the City shall have access to the Parking System asnecessary for the protection of public safety; provided, however, that suchaccess shall not permit the parking of vehicles, except in response to anemergency and (iii) any Governmental Authority with jurisdiction over theParking System shall have access to the Parking System as necessary foremergency management and homeland security purposes, including the

prevention of or response to a public safety emergency; provided, however,that such access shall not permit the Parking of vehicles, except in responseto an emergency. ....................................................................................................34

Section 3.15. Air Rights. The Transferor hereby reserves, and is not demising, sellingor leasing to Transferee, the right and easement to construct or forevermaintain the air rights with respect to the Parking Facilities and other

property within the Parking System, including (i) any and all space locatedabove the surface grade of any such property upon which there are noimprovements, as such surface grade exists as of the date of this Agreement,and (ii) any and all space located above any improvements within theParking System as of the date hereof; provided that in no event shall theTransferor be permitted to exercise the reserved rights under this Section3.16 in a way that would materially interfere with the Parking System orParking System Operations. The Transferee shall have the right to reviewand approve, in advance, all plans, plats, lots splits and similar engineeringrequired for the creation of any air rights parcels with respect to the ParkingFacilities. All easements and agreements necessary for support, access,shared utilities, common walls and the like shall also be subject toTransferees advance review and approval............................................................35

Section 3.16. City Island. [TO COME] ..................................................................................35ARTICLE 4 CAPITAL IMPROVEMENTS .................................................................................35

Section 4.1. Transferee Responsibility for Capital Improvements.Subject to theavailability of sufficient funds as provided in the Indenture, includingParking Revenues, the Transferee shall be responsible for all capital repairs,replacements, and improvements with respect to the Parking Systemrequired to be completed during the Term in accordance with the terms ofthis Agreement, including as required by the Operating Standards. TheTransferee shall cause the Asset Manager to engage an Engineering Firmwhen and as required by the Indenture during the Term to inspect capitalimprovements and report to the Transferee any defects, incomplete work or


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improvements that should have been completed pursuant to the AnnualCapital Budget but were not. The Transferee shall cause the Asset Managerto prepare an Annual Capital Budget each year to maintain compliance withthe Operating Standards.........................................................................................35

Section 4.2. Authorizations Related to Capital Improvements.The Transferees

obligation to perform the capital improvements to the Parking System setforth on Schedule 15 and in the Annual Capital Budget shall be subject to itsreceipt of any and all Authorizations as required by Applicable Law;

provided such Authorizations shall not be unreasonably or untimelywithheld or delayed................................................................................................35

Section 4.3. Required Capital Improvements. The Transferee shall make or cause tobe made the Capital Improvements and technology upgrades set forth onSchedule 15 by the dates set forth thereon.............................................................35

ARTICLE 5 OPERATING STANDARDS AND ADVISORY COMMITTEE...........................36Section 5.1.The Transferee shall adopt Operating Standards for the operation of the

Parking System, substantially in form of Schedule 2 and shall [modify such

standards from time to time in order to] operate and maintain a First ClassParking System. .....................................................................................................36Section 5.2.Proposed modifications to the Off-Street Operating Standards shall be

provided to the Advisory Committee for advisory input and shall [TOCOME]...................................................................................................................36

Section 5.3.Proposed modifications to the On-Street Operating Standards shall beprovided to the Advisory Committee for advisory input and shall [TOCOME]...................................................................................................................36

Section 5.4.The Transferee shall refer and direct public complaints, concerns andsuggestions regarding the Parking System to the Advisory Committee foradvisory input and public comment.......................................................................36

Section 5.5.The Advisory Committee shall hold meetings and operate in accordancewith Schedule __....................................................................................................36

ARTICLE 6 METERED PARKING REVENUE, OFF-STREET PARKING FACILITYREVENUE AND PARKING VIOLATION REVENUES............................................................36

Section 6.1. Parking Revenue..................................................................................................36Section 6.2. Parking Fee and Period of Operation Adjustments. ........................................37Section 6.3. Removal/Replacement of Metered Parking Spaces.A Metered Parking

Space may be removed from the On-Street Parking System by the Cityprovided the City substitutes one or more Metered Parking Spaces thatproduce revenue equal to at least ninety percent (90%) of the gross revenueof the removed space during the first six full calendar months followingsubstitution, as compared to the same prior six month period from the

previous calendar year, after adjustment for any differential in parking meterrates. .......................................................................................................................37

Section 6.4. Notice.Notice of any designation or removal and replacement of a MeteredParking Space by the City pursuant to this Article 6 shall be provided inwriting to the Transferee prior to such designation or removal.............................38

Section 6.5. Temporary Closure; Temporary Closure Fees. The City shall have theright to designate a Temporary Closure from time to time, of any Parking


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Space or Parking Spaces, subject to the Temporary Closure Fees and theterms of this Article 6. Subject to its obligations arising under the Indenture,the Transferee shall be entitled to collect and retain any applicableTemporary Closure Fee from any Person requesting such TemporaryClosure, excluding the City....................................................................................38

Section 6.6. Additional Metered Parking Spaces. During the Term, the City may, inits reasonable discretion, designate additional Metered Parking Spaces bynotice to Transferee and each such additional Metered Parking Space shall

become part of the Parking System unless the Transferee gives notice of itsrefusal to accept the additional Metered Parking Spaces within twenty (20)days of the Citys notice to the Transferee, and provided that the Transfereeshall not unreasonably withhold its acceptance.....................................................38

Section 6.7. Mitigation of Temporary Closure. The Transferee and City shall each useits best efforts to provide the other with reasonable written notice of theTemporary Closure of the Parking System or a material portion thereof.Upon receipt of such notice, the Parties shall negotiate in good faith to

arrange to mitigate any potential damages or dissatisfaction to users of theParking System caused by and during such Temporary Closure...........................38ARTICLE 7 REPORTING; AUDITS; INSPECTIONS................................................................38

Section 7.1. Reports. ................................................................................................................38Section 7.2. Information. .........................................................................................................39Section 7.3. Inspection; Audit and Review Rights of the Transferor ..................................40

ARTICLE 8 REPRESENTATIONS AND WARRANTIES.........................................................40Section 8.1. Representations and Warranties of the Transferor. The Transferor

makes the following representations and warranties to the Transferee: ................40Section 8.2. Representations and Warranties of the City. The City makes the

following representations and warranties to the Transferee: .................................43Section 8.3. Representations and Warranties of the Transferee. The Transferee

makes the following representations and warranties to the Transferor and theCity:........................................................................................................................44

Section 8.4. Non-Waiver.No investigations made by or on behalf of any Party at anytime shall have the effect of waiving, diminishing the scope of or otherwiseaffecting any representation or warranty made by the other Party in thisAgreement or pursuant to this Agreement. No waiver by a Party of anycondition, in whole or in part, shall operate as a waiver of any othercondition. ...............................................................................................................45

Section 8.5. Survival.................................................................................................................45ARTICLE 9 FINANCE OBLIGATIONS .....................................................................................46

Section 9.1. Transferees Obligations.The Transferee shall be responsible for issuingthe Parking Bonds to make the payment of the Closing Consideration, whichfinancing shall comply with all requirements of this Agreement. .........................46

Section 9.2. Transferors Obligations.The Transferor shall, to the extent consistentwith applicable Law and at the sole cost and expense of the Transferee,cooperate with the Transferee with respect to documentation reasonablynecessary to obtain, maintain and replace financing for the performance ofthe obligations of the Transferee hereunder. The Transferors cooperation


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may include reviewing, Approval and executing documents whichsubstantiate the terms of this Agreement and making information andmaterial available to the entities providing the financing to facilitatefinancing to the extent permitted by applicable Law and contractualobligations with third parties and to the extent reasonable in the

circumstances. If requested to do so by the Transferee, the Transferor shalluse its reasonable efforts to cause the Transferors independent publicaccountants to consent to the preparation, use and inclusion of certainfinancial information regarding the Parking System in connection with theTransferees public or private offering of securities, as the case may be. .............46

Section 9.3. Citys Obligations.The City shall provide the Transferee with its approvedRecovery Plan and any reports, notices or other information delivered

pursuant thereto to the Commonwealth Court or other parties that is relevantto the operation of the Parking System..................................................................46

ARTICLE 10 COMPLIANCE WITH LAWS...............................................................................46Section 10.1. Compliance with Laws. The Transferee shall at all times observe and

comply, in all material respects, and cause the Operator and the AssetManager to observe and comply, in all material respects, with all applicableLaws now existing or later in effect that may in any manner apply withrespect to the performance of the Transferees obligations under thisAgreement. The Transferee shall notify the Transferor within Seven (7)Days after receiving notice from a Governmental Authority that theTransferee may have violated any Laws or be in material non-compliancewith any Laws........................................................................................................46

ARTICLE 11 INSURANCE..........................................................................................................46Section 11.1. Insurance Coverage Required.The Transferee shall cause to be provided

and maintained at the Transferees own expense, or cause to be maintained,during the Term and during any time period following expiration if theTransferee is required to return and perform any additional work, theinsurance coverages and requirements specified below, insuring the ParkingSystem and all Parking System Operations (the Required Coverages)..............47

Section 11.2. Additional Requirements..................................................................................49Section 11.3. Insurance and Condemnation Proceeds. The Transferee will comply

with the requirements of the Indenture and any Leasehold Mortgage withrespect to the application of insurance and condemnation proceeds. ....................50

ARTICLE 12 HOLD HARMLESS ...............................................................................................50Section 12.1. By Transferor. From and after the Closing Date, Transferor shall

indemnify, defend and hold harmless Transferee, and its officers, boardmembers, employees, agents and representatives, including but not limitedto any Qualified Designee, the Parking Operator and the Asset Manager(individually, a Transferee Indemnitee and collectively, the TransfereeIndemnitees) from and against, and to the extent of, any and all Lossesincurred or suffered by any Transferee Indemnitee arising from: .........................50

Section 12.2. Notice; Payment of Losses; Defense of Claims. ..............................................51ARTICLE 13 ADVERSE ACTIONS............................................................................................52


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Section 13.1. Relief for Violation of Covenants. The Parties agree that any breach ofthe covenants set forth in this Article 13 shall entitle the Transferee to relief

by way of mandamus, injunction or other specific performance, it beingagreed and acknowledged that any breach of these covenants will causeimmediate and irreparable harm to the Transferee and the Parking System

and it being further acknowledged that damages are an inadequate remedyfor such breaches....................................................................................................52Section 13.2. Covenant Notice. In the event of the occurrence of a breach of any

covenant set forth in this Article 13 which affects or will affect theTransferees compliance with the Rate Covenant or the Prospective RateCovenant, Transferee shall give the Transferor and the City notice (aCovenant Notice) of the breach, its calculation of the effect oncompliance, and that any amounts which would otherwise be eligible fordeposit into the Surplus Revenue Account will be deposited into theHoldback Account. Such notice shall be given not later than 60 daysfollowing the later of: (i) the occurrence of the breach; (ii) knowledge by the

Transferee of the breach; or (iii) the last day of the first Franchise Year inwhich such breach has adversely impacted current compliance with the RateCovenant. ...............................................................................................................52

Section 13.3. Covenant Dispute Notice.If the City or Transferor wishes to dispute theoccurrence of any alleged violation of the Non-Compete Covenant or the

Non-Impair Covenant or the effect on compliance with the Rate Covenant orthe Prospective Rate Covenant set forth in the Covenant Notice, then theCity or Transferor shall give notice of dispute (the Covenant Dispute

Notice) to the Transferee within sixty (60) days following the date ofreceipt of the Covenant Notice stating the grounds for such dispute. If theCovenant Notice has not been withdrawn within thirty (30) days followingthe date of receipt of the Covenant Dispute Notice by the Transferee, thematter shall be submitted to the dispute resolution procedure set forth in

_____. Funds shall continue to be deposited and held in the HoldbackAccount during the pendency of the dispute. This Section 13.3 shall not

prohibit a Party from seeking injunctive relief in accordance with thisAgreement..............................................................................................................53

Section 13.4. Remedies for Violation of Covenants. After giving the Transferor andthe City the Covenant Notice under Section 13.2, the Transferee, theTrustee, or Bondholder Representative in addition to exercising anyremedies available to it under Section 14.2 upon the occurrence of aTransferor Default and without waiving or forfeiting its right also toexercise any such remedies, immediately and without any requiredadditional notice or the elapsing of any cure period, except for a cure periodof three Business Days during which the Transferor or City may institutecurative action acceptable to the Transferee, Trustee and BondholderRepresentative, may seek injunctive or other equitable relief to enjoin theTransferor or the City from taking or from omitting to take the actions or toreverse or rescind any previous actions or omissions that caused the breachspecified in the Covenant Notice. If any curative action proposed by the


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Transferor or the City requires approval by the Transferee, at theTransferors or Citys request the Transferee will, if required to so approve,convene an emergency meeting of its board of directors as soon asreasonably possible and will not seek injunctive or other equitable relief

prior to convening such meetings. If any curative actions of the Transferor

or City acceptable to Trustee [and Bondholder Representative] require CityCouncil approval, Trustee [or Bondholder Representative] shall wait up tofourteen (14) days to file for injunctive or equitable relief in order to providethe City an opportunity to obtain the approval of City Council.

Notwithstanding the foregoing cure and approval periods, the Transferee,Trustee [or Bondholder Representative] may seek immediate relief if the

breach will cause a closure of all or part of the Parking System that isscheduled to occur prior to the expiration of the cure period. The Transferoror City may cause a violation of the Non-Compete Covenant or Non-ImpairCovenant to be cured or deemed cured by: (i) reversing or rescinding the

previous actions that caused the breach specified in the Covenant-Notice; or

(ii) taking other actions that result in compliance with the Rate Covenantand the Prospective Rate Covenant, subject to the reasonable approval of theTransferee, the Trustee, [and the Bondholder Representative], with suchactions potentially including (A) reducing the amount of Parking Bondsoutstanding, (B) pledging additional revenues to the Parking Bonds, or (C)other means; or (iii) some combination of the actions specified in clauses (i)and (ii), provided that the actions described in clause (ii) shall be requiredeven if the curative actions described in clause (i) are taken, if and to theextent that those curative actions do not fully reverse or cure the specifiedeffect and restore compliance with the Rate Covenant and the ProspectiveRate Covenant prior to the curative actions specified in clause (i)........................53

Section 13.5. Non-Compete Covenant....................................................................................54Section 13.6. Non-Impair Covenant. ......................................................................................54

ARTICLE 14 DEFAULTS ............................................................................................................55Section 14.1. Default by the Transferee. ................................................................................55Section 14.2. Defaults by the Transferor. ..............................................................................57Section 14.3. Consequences of Termination or Expiration of the Term. Upon the

termination or expiration of the Term, and subject to Section 16.5, thefollowing provisions, as applicable, shall apply:...................................................58

ARTICLE 15 RESTRICTIONS ON TRANSFERS......................................................................60Section 15.1. Transfers by the Transferee. ............................................................................60Section 15.2. Assignment by the Transferor. The Transferor shall have the right to

transfer and assign all or any portion of the Note, but shall continue to beobligated with respect to its obligations under this Agreement and anyassignee of the all or any portion of the Note shall take the Note subject toall rights of offset of the Transferee. This Agreement may be transferred bythe Transferor to the City in connection with a dissolution or winding up ofthe Transferor and upon such Transfer, the City shall be obligated for andassume all of Transferors obligations hereunder, whether by operation oflaw, or otherwise....................................................................................................61


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Section 15.3. Assignment by Transferee. The Transferee shall have the right to assignits rights to receive payments hereunder to the Trustee as part of the sourceof payment and security for the Parking Bonds.....................................................61

ARTICLE 16 LENDERS...............................................................................................................61Section 16.1. Leasehold Mortgages. The Transferee shall have the right, at its sole cost

and expense, to grant one or more Leasehold Mortgages, secured by eitheror both of the Transferee Interest or Parking Revenue if at the time any suchLeasehold Mortgage is executed and delivered to the Leasehold Mortgagee(i) no Transferee Default exists and (ii) the Leasehold Mortgage contains

provisions substantially similar to the following terms and conditions:................61Section 16.2. Notices and Payments to Leasehold Mortgagees. Whenever a Leasehold

Mortgage exists as to which the Transferor and the City have been providednotice by the holder thereof in accordance with the Leasehold Mortgagee

Notice Requirements, the Transferor and the City shall, simultaneously withproviding the Transferee any required notice under this Agreement, providea copy of such notice to such Leasehold Mortgagee, and no such notice to

the Transferee shall be effective against the Leasehold Mortgagee until acopy thereof is duly provided to such Leasehold Mortgagee. With respect toa Leasehold Mortgage regarding which the Transferor and the City have

been provided notice in accordance with the Leasehold Mortgagee NoticeRequirements, unless the Leasehold Mortgagee has otherwise advised theTransferor in writing, all payments to the Transferee to be made by theTransferor under this Agreement shall be made to the institution acting asthe collateral agent or depository under the financing secured by suchLeasehold Mortgage...............................................................................................62

Section 16.3. Leasehold Mortgagees Right to Cure. The Leasehold Mortgagee shallhave the right to cure or cause to be cured any Transferee Default within a

period of Sixty (60) Days after notice thereof, provided further that if aLeasehold Mortgagees right to cure a Transferee Default has not expired,and the Leasehold Mortgagee is acting diligently to cure such TransfereeDefault in accordance with this Section 16.3, then the Trasnferor shall notexercise its right to terminate this Agreement by reason of such TransfereeDefault. Subject to the restrictions set forth Section 16.4, the Transferor andthe City shall accept any such performance by a Leasehold Mortgagee asthough the same had been done or performed by the Transferee. Any

payment to be made or action to be taken by a Leasehold Mortgageehereunder as a prerequisite to keeping this Agreement in effect shall bedeemed properly to have been made or taken by the Leasehold Mortgagee ifsuch payment is made or action is taken by a nominee, agent or assignee ofthe rights of such Leasehold Mortgagee. Any exercise of the LeaseholdMortgagees rights to cure hereunder shall not result in the assumption bysuch Leasehold Mortgagee of the Transferees obligations hereunder exceptas provided in Section 16.4(b). Any amounts expended by the LeaseholdMortgagee to cure any Transferee Default may be reimbursed from ParkingRevenues pursuant to the terms of the Indenture...................................................62

Section 16.4. Rights of the Leasehold Mortgagee. ................................................................63


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Section 16.5. Termination of this Agreement; New Agreement. .........................................63Section 16.6. Recognition of Leasehold Mortgagee. If there is more than one

Leasehold Mortgagee, only that Leasehold Mortgagee, to the exclusion ofall other Leasehold Mortgagees, whose notice was earliest received by theTransferor pursuant to the Leasehold Mortgagee Notice Requirements, shall

have the rights as a Leasehold Mortgagee under this Article 16, unless suchLeasehold Mortgagee has designated in writing another LeaseholdMortgagee to exercise such rights..........................................................................65

Section 16.7. Transferors Right to Purchase Leasehold Mortgages. .................................65Section 16.8. Assignment and Assumption Agreement. .......................................................66

ARTICLE 17 [RESERVED] .........................................................................................................68ARTICLE 18 MISCELLANEOUS ...............................................................................................68

Section 18.1. Notice.All notices, other communications and approvals required orpermitted by this Agreement shall be in writing, shall state specifically thatthey are being given pursuant to this Agreement and shall be hand delivered,delivered by a nationally-recognized overnight courier, certified or

registered mail (return receipt requested and postage prepaid), addressed asfollows: ..................................................................................................................68Section 18.2. Entire Agreement.This Agreement constitutes the entire agreement

between the Parties pertaining to the subject ma