===============================================================

REDEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF HOBOKEN

AND

KMS DEVELOPMENT PARTNERS, LP

Date: __________ ___, 2019

===============================================================
 EXHIBITS

Exhibit A - Project Site (Boundary and Topographic Survey) prepared by Langan (sheet VB-
101), dated June 7, 2019
Exhibit B - Subdivision and Easement Plan (Subdivision Plan), prepared by Langan (sheet
CB-201), dated June 7, 2019
Exhibit C - Intentionally deleted.
Exhibit D - Form of Progress Report
Exhibit E - Redeveloper Project Team
Exhibit F - Form of Redeveloper’s Declaration
Exhibit G - Site Plan, prepared by Langan (sheet CS101), dated June 7, 2019
Exhibit H - Narrative Project Description
Exhibit I - USPS Correspondence dated May 12, 2017
Exhibit J - Construction Phasing, Mitigation and Logistics Plan, prepared by Redeveloper,
dated June 7, 2019
Exhibit K - Demolition Plan (SHPO Consultation Documentation), dated November 7, 2013
Exhibit L - Building Base Perspective View, prepared by Cooper Carry (sheet A031), dated
June 7, 2019
Exhibit M - Postal Parking Plan & Hotel Parking Plan Narrative, prepared by Maris
Associates
Exhibit N - Circulation Plans, prepared by Langan (sheets CS103, 104, 105), dated June 7,
2019
Exhibit O - Description of Flood Mitigation Strategy
Exhibit P - Signage Narrative, prepared by Cooper Carry, (sheet A040), dated June 7, 2019
Exhibit Q - Traffic and Parking Study, prepared by Michael Maris Associates, Inc., dated
June 11, 2019
Exhibit R - Landscape/Lighting/Streetscape Plans, prepared by Langan (sheets LP101,
LL101, LS101), dated June 7, 2019
Exhibit S - Historic Preservation Commission Recommendations to be Implemented by
Redeveloper, dated October 1, 2018
Exhibit T - Intentionally deleted.
Exhibit U - Sustainable Elements (Pervious Coverage Plan), prepared by Cooper Carry (sheet
Z007), dated June 7, 2019
Exhibit V - LEED Elements (Design Sustainability), prepared by Cooper Carry (sheet A005),
dated June 7, 2019
Exhibit W - Drainage Plan, prepared by Langan (sheet CG102), dated June 7, 2019
Exhibit X - Advisory Base Flood Elevations Map, prepared by Langan (sheet FH101), dated
June 7, 2019
Exhibit Y - Plans for Riverfront Hotel and Post Office Renovation, prepared by Cooper Carry
(sheets A000 et al.), dated June 7, 2019
Exhibit Z - Narrative Description of Subdivision and Easement Plan
Exhibit AA - View Corridor Simulations, prepared by Cooper Carry (sheet A041), dated
October 2, 2018
Exhibit BB - Shadow Study, prepared by Cooper Carry (sheet A004), dated October 2, 2018
Exhibit CC - Project Schedule
Exhibit DD - City Project Team
Exhibit EE - Insurance Coverage
Exhibit FF - Pending or Threatened Litigation
Exhibit GG - Banquet Space Layout (Floor Plan – 19th Floor – Meeting Rooms), prepared by
Cooper Carry (sheet A016), dated June 7, 2019
Exhibit HH - Narrative Description of Post Office Facility Renovations
Exhibit II - Alternatives for First Ward Infrastructure Improvements
Exhibit JJ - U.S. Post Office Correspondence regarding On-Site Parking of Delivery Vehicles,
dated May 16, 2019
Exhibit KK - Public Park Legal Description
Exhibit LL - Form of Ordinance for Public Park Easement Agreement
Exhibit MM - Labor Peace Agreement, dated August 30, 2018
Exhibit NN - Bright View Engineering Correspondence, dated June 5, 2019
Exhibit OO - U.S. Post Office Correspondence regarding Certain Project Components, dated
October 9, 2018
Exhibit PP - Letter from Excel Environmental Resources (City’s Environmental Consultant),
dated September 21, 2018
Exhibit QQ - Proposed Form of Ordinance for New Grant of Reciprocal Permanent Easements
Exhibit RR - Form of Termination of Existing Grant of Reciprocal Permanent Easements
 TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS AND INTERPRETATIONS ....................................................... 7

ARTICLE II REDEVELOPMENT PROJECT....................................................................... 25
SECTION 2.1. Scope and Implementation of the Project ................................................... 25
SECTION 2.2. Governmental Approvals ............................................................................. 49
SECTION 2.3 Prior Approval by Director of Community Development of Preliminary
and Final Site Plan Applications ........................................................................................... 49
SECTION 2.4. Existing Utilities. . ........................................................................................ 51
SECTION 2.5. Environmental Remediation of Hotel Site .................................................. 52
SECTION 2.6. Condition of Hotel Site. ................................................................................ 57
SECTION 2.7. Neighborhood Impacts. ................................................................................ 57
SECTION 2.8. Traffic Management During Construction. ............................................... 59
SECTION 2.9. Square Footage Amounts. .......................................................................... 61
SECTION 2.10. First Source Employment. ......................................................................... 61
SECTION 2.11. Prevailing Wages......................................................................................... 62
SECTION 2.12. Labor Peace Agreement. .......................................................................... 62
SECTION 2.13. Public Benefits. .......................................................................................... 62
SECTION 2.14. Certificates of Occupancy. ......................................................................... 68
SECTION 2.15. Certificate of Completion. .......................................................................... 68
SECTION 2.16. Prohibition Against Suspension, Discontinuance or Termination. ........ 69
SECTION 2.17. Cooperation. ................................................................................................ 69
SECTION 2.18. Term. ............................................................................................................ 70
ARTICLE III INTENTIONALLY DELETED ....................................................................... 70
ARTICLE IV GENERAL REPRESENTATIONS AND WARRANTIES............................ 70
SECTION 4.1. Representations and Warranties by Redeveloper. .................................... 70
SECTION 4.2. Representations and Warranties by the City. ............................................ 72
ARTICLE V ACKNOWLEDGMENT OF RECEIPT OF COLLATERAL DOCUMENTS
....................................................................................................................................................... 73
SECTION 5.1. Delivery of Collateral Documents................................................................ 73
SECTION 5.2. Deliveries by Redeveloper. ........................................................................... 73
SECTION 5.3. Deliveries by the City. ................................................................................... 74
ARTICLE VI REDEVELOPER AND CITY COVENANTS; DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS ......................................................... 74

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 SECTION 6.1. Redeveloper Covenants. ............................................................................... 74
SECTION 6.2. Compliance with Redevelopment Pay-to-Play Ordinance. ....................... 79
SECTION 6.3. Redeveloper’s Declaration of Covenants, Conditions and Restrictions. . 79
SECTION 6.4. Effect and Duration of Redeveloper Covenants. ........................................ 80
SECTION 6.5. Enforcement by the City. ............................................................................. 80
SECTION 6.6. City Covenants .............................................................................................. 81
ARTICLE VII CONDITIONS PRECEDENT ......................................................................... 82
SECTION 7.1. Conditions Precedent.. .................................................................................. 82
ARTICLE VIII TAXATION AND FEES................................................................................. 88
SECTION 8.1. Tax Assessments. ........................................................................................... 88
SECTION 8.2. Fees. ................................................................................................................ 88
ARTICLE IX PROJECT OVERSIGHT .................................................................................. 88
SECTION 9.1. Progress Meetings. ........................................................................................ 88
SECTION 9.2. Progress Reports. .......................................................................................... 89
SECTION 9.3. Access to Project Site. ................................................................................... 89
ARTICLE X PERMITTED TRANSFERS .............................................................................. 90
SECTION 10.1. Permitted Transfers. ................................................................................... 90
SECTION 10.2. Notice of Permitted Transfers.................................................................... 90
ARTICLE XI REDEVELOPER’S REPRESENTATIONS REGARDING FINANCIAL
COMMITMENTS TO THE PROJECT, INCLUDING PAYMENTS TO THE CITY....... 90
SECTION 11.1. Redeveloper’s Financial Commitment. ..................................................... 90
SECTION 11.2. Compliance with Financing Requirements. ............................................. 90
SECTION 11.3. Governmental Application Fees. ............................................................... 91
SECTION 11.4. Project Costs. ............................................................................................... 91
SECTION 11.5. Payment of City Costs. ............................................................................... 91
SECTION 11.6. Governmental Permit Fees......................................................................... 92
SECTION 11.7. Liquidated Damages Provisions. ............................................................... 92
ARTICLE XII INDEMNIFICATION AND INSURANCE .................................................... 93
SECTION 12.1. Indemnification. .......................................................................................... 93
SECTION 12.2. Survival of Indemnity.. ............................................................................... 95
SECTION 12.3. Insurance Required. ................................................................................... 95
ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES ................................................ 97
SECTION 13.1. Events of Default. ........................................................................................ 97
SECTION 13.2. Remedies Upon Event Of Default. ........................................................... 100
SECTION 13.3. Relief of Obligations. ................................................................................ 102
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 SECTION 13.4. Force Majeure or Tolling Events............................................................. 102
SECTION 13.5. No Waiver of Rights and Remedies by Delay. ........................................ 103
ARTICLE XIV MISCELLANEOUS ...................................................................................... 103
SECTION 14.1. Notices. ....................................................................................................... 103
SECTION 14.2. Non-Liability of Officials and Employees of the City. ........................... 104
SECTION 14.3. Non-Liability of Officials and Employees of Redeveloper. ................... 104
SECTION 14.4. Estoppel Certificate. ................................................................................. 105
SECTION 14.5. No Financial Consideration For Redevelopment Agreement. .............. 105
SECTION 14.6. Conflict of Interest. ................................................................................... 105
SECTION 14.7. Successors and Assigns/No Third Party Beneficiary. ............................ 106
SECTION 14.8. Exhibits. ................................................................................................... 106
SECTION 14.9. Titles of Articles and Sections. ................................................................. 106
SECTION 14.10. Severability. ............................................................................................. 106
SECTION 14.11. Execution of Counterpart....................................................................... 106
SECTION 14.12. Modification of Agreement. ................................................................... 106
SECTION 14.13. Drafting Ambiguities and Interpretation. ............................................ 107
SECTION 14.14. Time Period for Notices. ......................................................................... 107
SECTION 14.15. Governing Law. ..................................................................................... 107
SECTION 14.16. Recitals, Definitions and Exhibits Incorporated. ................................. 107
SECTION 14.17. Entire Agreement. ................................................................................... 107
SECTION 14.18. City Approval. ......................................................................................... 107
ARTICLE XV FINANCING PROVISIONS ......................................................................... 108
SECTION 15.1. Redeveloper Financing. ............................................................................ 108
SECTION 15.2. Notice of Default to Holder and Right to Cure. ..................................... 108
SECTION 15.3. No Guarantee of Development, Construction or Completion of the
Project.. .................................................................................................................................. 109
SECTION 15.4. Foreclosure. ............................................................................................... 110
SECTION 15.5. Statutory Protections.. .............................................................................. 111

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 THIS REDEVELOPMENT AGREEMENT, made as of the _____ day of _________,

2019 (the “Effective Date”) by and between the CITY OF HOBOKEN, a municipal

corporation of the State of New Jersey acting in the capacity of a redevelopment entity pursuant

to the provisions of the Local Redevelopment and Housing Law, with offices at 94 Washington

Street, Hoboken, New Jersey 07030 (the “City”) and KMS DEVELOPMENT PARTNERS,

LP, a Pennsylvania Limited Partnership authorized to do business in the State of New Jersey,

with offices at 1600 Arch Street, Suite 100, Philadelphia, Pennsylvania 19103-2030

(“Redeveloper” or “KMS”) (collectively, the “Parties” or each, a “Party”) (this

“Agreement”).

RECITALS

WHEREAS (#1), the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1, et

seq., as amended and supplemented (the "Act"), authorizes municipalities to participate in the

redevelopment and improvement of areas in need of redevelopment and areas in need of

rehabilitation; and

WHEREAS (#2), in order to stimulate redevelopment, the City, by resolution,

designated certain properties within the City of Hoboken as areas in need of redevelopment or

rehabilitation in accordance with the Act; and

WHEREAS (#3), by Resolution of the City Council of the City of Hoboken (the “City

Council”) adopted on October 12, 2012, the Project Site, as defined hereinbelow, was designated

as an area in need of rehabilitation under the Act; and

WHEREAS (#4), by Ordinance of the City Council adopted on April 19, 2017, the City

adopted the Hoboken Post Office Redevelopment Plan for the Hoboken Post Office

Rehabilitation Area dated March 27, 2017 (the “Redevelopment Plan”), which Redevelopment
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Plan was amended by Ordinance of the City Council No. B-79 adopted on November 7, 2018,

which Ordinance No. B-79 has been repealed by Ordinance of the City Council No. ___ adopted

on ______________, and which Redevelopment Plan has been further amended by Ordinance of

the City Council No. ___ adopted on __________, and which may be further amended from time

to time, and which sets forth the plan for the Hoboken Post Office Rehabilitation Area; and

WHEREAS (#5), the City desires that the land currently designated as Block 231.01, Lot

1 on the Tax Map of the City of Hoboken and owned by the U.S. Postal Service, more

commonly known as 89 River Street, as that property is more specifically described on the

Boundary and Topographic Survey attached hereto as Exhibit A (the “Rehabilitation Area” or

the “Project Site”), be subdivided and redeveloped in accordance with the Redevelopment Plan,

as same may be amended in accordance with the terms herein; and

WHEREAS (#6), on or about May 15, 2017, KMS submitted a Pre-Submission Form to

the City seeking to be designated as the Redeveloper of the Project Site, a complete copy of

which is on file at City Hall; and

WHEREAS (#7), following the submission of certain supplemental information, all of

which is on file at City Hall, and a series of compliance reviews by the City as well as meetings

with the representatives of KMS regarding the Pre-Submission Form and certain components of

the proposed project, including but not limited to building height, parking and public access,

KMS submitted to the City a revised Pre-Submission Form dated March 13, 2018 together with

revised concept drawings (the “Pre-Submission Form”); and

WHEREAS (#8), the Pre-Submission Form, a complete copy of which is on file at City

Hall, reflected an overall proposed project that would accommodate renovated facilities for the

existing U.S. Post Office which is located upon a portion of the Project Site and, inter alia, a

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new, full service hotel, with a rooftop bar, event and banquet space, meeting rooms, a restaurant

and ground floor retail on the remaining portion of the Project Site (such remaining portion, as

further defined herein, shall be referred to as the “Hotel Site”); and

WHEREAS (#9), KMS is the current contract purchaser of the Hotel Site and has been

authorized by the U.S. Postal Service to seek designation by the City as the redeveloper of the

Project Site pursuant to the correspondence dated May 12, 2017 and attached hereto as Exhibit

I; and

WHEREAS (#10), the Pre-Submission Form further reflected the provision of parking

and the implementation of complete site improvements including, inter alia, new sidewalks and

streetscaping which has been estimated by Redeveloper to have a value of approximately $1.5

million, public space, and improved traffic circulation, as well as the generation of

approximately 130 full time hotel jobs, 19 others supported by guest spending, and 550 regional

construction jobs; and

WHEREAS (#11), after considering the Pre-Submission Form and the proposed project

overall, the City, by Resolution of the City Council dated April 4, 2018, entered into an Interim

Cost and Conditional Designation Agreement on or about April 9, 2018 conditionally

designating KMS, the contract purchaser of the Hotel Site, as that term is defined herein, as the

Redeveloper of the Project Site, with such conditional designation having been reaffirmed by

Resolution No. 10.A.2.6 of the City Council dated May 15, 2019; and

WHEREAS (#12), such reaffirmation was carried out in light of the simultaneous

authorization by the City Council for termination of a prior redevelopment agreement for the

Project Site between City and Redeveloper pursuant to Resolution No. 10.A.2.6 dated May 15,

3
2019, which redevelopment agreement was thereafter terminated, which action resulted from the

existence of certain Project-related litigation; and

WHEREAS (#13), the City and KMS have undertaken extensive negotiations

concerning the details of the proposed project to be constructed upon the Hotel Site as well as the

renovations to be undertaken upon the Post Office Facility, and KMS has submitted to the City

certain additional information, including but not limited to a Site Plan, Architectural Plans,

Subdivision and Easement Plan, Streetscape Plan, Traffic Circulation Plan, View Corridor

Simulation, Traffic and Parking Study with a Transportation Demand Management Plan, draft

Memorandum of Agreement with SHPO and a Demolition Plan, as those terms are defined

herein, all of which is on file at City Hall, expanding upon the Pre-Submission Form and further

clarifying how KMS intends to redevelop the Project Site (collectively, the “Additional

Submissions”); and

WHEREAS (#14), the Pre-Submission Form and the Additional Submissions are

collectively referred to herein as the “Proposal”; and

WHEREAS (#15), the Proposal specifically provides for the following: renovation of

portions of the existing U.S. Post Office located upon the Project Site (the “Post Office

Facility”), including the following components: (a) a historic preservation component requiring

the execution of a final Memorandum of Agreement (“MOA”) with the State Historic

Preservation Office (“SHPO”) as part of completing the requirements of Section 106 of the

National Historic Preservation Act (NHPA) and a plan for demolition activities to be undertaken

in connection with the Project, as well as undertaking certain actions, as set forth on Exhibit S,

recommended by the City’s Historic Preservation Commission (“Historic Preservation

Commission Recommendations”) and agreed to by the Redeveloper; (b) the construction of

4
seven (7) loading bays for the Post Office Facility; and (c) the provision of Post Office Facility

employee and delivery vehicle parking; as well as the development and construction of a new,

first class, full service waterfront hotel which shall be subject to the height maximum set forth

herein, to be constructed to LEED Silver standards, generally to include the following

components: (A) up to three hundred and fifty (350) guest rooms on twenty (20) occupied floors;

(B) an approximately 6,400 sq. ft. rooftop terrace lounge with separate elevator access from the

lobby level incorporating an interior bar area and an outdoor terrace area, to which the public

shall have access in accordance with the terms herein; (C) a gym; (D) meeting and banquet

spaces which shall have a view towards the waterfront, one (1) of which shall accommodate at

least two hundred and fifty (250) attendees at seated tables as shown on the Floor Plan attached

hereto as Exhibit GG; (E) two (2) ground floor double height loading bays (the “Hotel Loading

Bays”); (F) certain on-site and off-site parking, as further described herein; (G) a combined

lobby bar/restaurant, to which the public shall have access; (H) retail/sidewalk café use on the

ground floor, to which the public shall have access; (I) landscaping; (J) lighting; and (K) signage;

and complete site improvements including, but not limited to, the following components: (i)

improved traffic circulation at certain intersections in the vicinity of the Project Site that are

impacted by the Project; (ii) improved and expanded pedestrian connections by modifying

certain existing reciprocal easements as set forth herein, providing improved sidewalks and

incorporating streetscaping, and connecting to the existing Pedestrian Plaza from Warrington

Plaza and the Waterfront Walkway as shown on Exhibit R; (iii) improved bicycle circulation as

shown on the Site Plan; (iv) certain sustainable elements, including the incorporation of certain

of those LEED Silver components set forth on Exhibit V; (v) certain stormwater management

elements including the separate sanitary and stormwater laterals from the Hotel to the point of

5
connection to the sewer line, the construction of a storm water detention system, and the

installation of certain green infrastructure; (vi) construction and implementation of certain other

infrastructure improvements to support the Project as may be necessary; (vii) public open space

in the form of a Pocket Park to be accessed from River Street in the area between the Post Office

Facility and the building located on Block 231.01, Lot 2, measuring approximately 1,880 square

feet, as further depicted on Exhibit B; and (viii) environmental remediation of the Hotel Site as

may be applicable, all as further set forth herein; and

WHEREAS (#16), implementation of the Proposal may require one or more

amendments to the Redevelopment Plan, to the extent permitted by law, as a result of certain

conditions within or upon the Project Site or of State or Federal regulatory impacts in order that

the Project, as that term is defined herein, may proceed as a conforming planning board

application, all of which amendments, to the extent required, are a condition of performance of

this Agreement (the “Redevelopment Plan Amendment”); and

WHEREAS (#17), as further set forth herein, Redeveloper shall provide certain

community benefits for the good of the public including, inter alia, by constructing and

implementing certain infrastructure improvements within the 1st Ward and also by means of the

deposit of certain funds into an Escrow Account, as that term is defined herein, the expenditure

of which is to be directed by the City in accordance with Applicable Laws; and

WHEREAS (#18), the City has determined that in furtherance of the City’s goals and

objectives to implement the redevelopment contemplated in the Redevelopment Plan, subject to

the provisions herein and as may be amended, it is in the City’s best interests to enter into this

Redevelopment Agreement with KMS being designated as the exclusive Redeveloper of the

Project Site; and

6
 WHEREAS (#19), the Redeveloper acknowledges and agrees that all uses to which the

Rehabilitation Area may be devoted are controlled by the Redevelopment Plan, as may be

amended, and this Agreement, and that under no circumstances shall the Redeveloper undertake

any development or construction unless same is in accordance with the Redevelopment Plan, as

may be amended, subject to such waivers, exceptions and variances as may be permitted

thereunder, and this Agreement; and

WHEREAS (#20), the Parties desire to enter into this Agreement for the purpose of

setting forth in greater detail their respective undertakings, rights and obligations in connection

with the development and construction of the Project, as that term is defined herein.

NOW THEREFORE, in consideration of the covenants and conditions herein set forth,

the City and Redeveloper do hereby covenant, promise and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

Definitions. Except as expressly provided herein to the contrary, all capitalized terms

used in this Agreement and Exhibits hereto shall have the following meanings:

“Act” shall have the meaning set forth in Recital #1.

“Additional Submissions” shall have the meaning set forth in Recital #13.

“Affiliate” means with respect to any Person, any other Person directly or indirectly

controlling or controlled by, or under direct or indirect common control with, such Person. For

purposes of this definition, the term “control,” including the correlative meanings of the terms

“controlled by” and “under common control with,” as used with respect to any Person, shall

mean the possession, directly or indirectly, of the power to direct or cause the direction of the

management policies of such Person; provided that the right of another entity or entities to

consent to “major decisions” shall not be deemed to negate the existence of control (however, for
7
the avoidance of doubt, the foregoing shall not be deemed to excuse Redeveloper or any Affiliate

from the performance of any of its obligations under this Agreement).

“Agreement” means this Redevelopment Agreement along with any written

amendments, modifications, or supplements, and the exhibits hereto, together with any other

agreement(s) that are incorporated herein by reference.

“Annual TDM Report” shall have the meaning set forth in Section 2.1(8)(c).

“Architectural Plans” means the designs for Riverfront Hotel and Post Office

Renovation, attached as Exhibit Y, which may be minimally revised prior to their submission to

the Director for Consistency Determination and the Planning Board as part of Redeveloper’s site

plan application.

“ARRCS” is defined in the definition of Environmental Laws.

“CEA” shall have the meaning set forth in Section 2.5(6).

“Certificate of Completion” means a recordable, conclusive determination issued by the

City evidencing the satisfaction and termination of the agreements and covenants in this

Agreement, as applicable, and compliance with this Agreement and the Redevelopment Plan

with respect to the Redeveloper's obligation to implement the Project or any portion thereof, as

follows: (i) based upon its review of a written certification of a duly authorized officer of

Redeveloper stating that: (a) the Project has been completed and that all labor, services, materials

and supplies used in connection thereto have been paid for (or, if disputed, bonded for) and (b)

the Redeveloper has materially performed all of its duties and obligations under this Agreement

as to the construction and implementation of the Project; (ii) the written certification of the

Project architect that the Project has been implemented in accordance with the relevant plans

approved pursuant to the Governmental Approvals; and (iii) a written determination by the City

8
that the Redeveloper has materially performed all of its duties and obligations under this

Agreement as to the Project based upon: (a) a Certification of the City’s Engineer and (b) any

other physical inspection of the Project and/or review of such other documentation or

information that the City shall reasonably deem relevant and appropriate (the “Written

Determination”). Any Certificate of Completion for the Project shall be formally approved by

Resolution of the City Council and such Resolution in and of itself may constitute the Written

Determination defined in this paragraph.

“Certificate of Compliance” shall have the meaning set forth in Section 2.1(6)(e)(ii)(a).

“Certificate of Occupancy” means the certificate provided for at N.J.S.A. 52:27D-133,

whether temporary or permanent, indicating that the construction has been completed in

accordance with the applicable construction permit, the applicable Ordinances of the City of

Hoboken, the State of New Jersey Uniform Construction Code, and any other ordinance or

regulation implementing the State of New Jersey Uniform Construction Code.

“City” shall have the meaning set forth in the preamble of this Agreement.

“City Council” means the City Council of the City of Hoboken, a municipal corporation

of the State of New Jersey.

“City Cost(s)” means all reasonable out-of-pocket costs and/or out-of-pocket expenses

incurred by the City in connection with, related to or arising out of the Project, which shall

include, but not be limited to, the following: any reasonable fees and costs of any professional,

consultant, contractor or vendor reasonably and formally retained by the City in writing,

including attorneys, environmental consultants, engineers, technical consultants, planners, and

financial consultants among others.

“City Engineer” shall mean the Engineer so designated by the City.

9
 “City Engineer Approval” shall have the meaning set forth in Section 2.1(6)(e)(ii)(c).

“City Engineer Certification” means a written certification by the City Engineer that,

based upon the City Engineer’s physical inspection and review of the Project, together with any

other documentation or information that the City Engineer shall reasonably deem relevant and

appropriate, the Project has been constructed and implemented in accordance with the relevant

plans approved pursuant to the Governmental Approvals.

“City Indemnified Parties” means the City and the Governing Body of the City, the

Mayor, and its officers, agents, employees, contractors, and consultants.

“City Project Team” shall have the meaning set forth in Section 5.3(2).

“City’s Environmental Consultant” shall mean the Environmental Consultant so

designated by the City who may be a Licensed Site Remediation Professional, in the City’s

discretion; provided however, that in the event that the City’s Environmental Consultant is an

Licensed Site Remediation Professional, the Parties acknowledge and agree that only the LSRP

retained by Redeveloper shall issue any RAO for the Hotel Site or any portion thereof.

“Claims” shall have the meaning set forth in Section 12.1(1)(a).

“Closing” shall mean Redeveloper’s acquisition of a fee simple interest in the Hotel Site.

“Community Project” shall have the meaning set forth in Section 2.13(4)(c).

“Completion of Construction” shall mean the substantial completion of each component

of the Project as same is set forth in the Architectural Plans and the Project Description.

“Conditions Precedent” shall have the meaning set forth in Section 7.1.

“Consistency Determination” shall have the meaning set forth in Section 2.3.

“Consistency Determination Review Period” shall have the meaning set forth in

Section 2.3.

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 “Construction Phasing, Logistics and Mitigation Plan” means the plan entitled

Riverfront Hotel and Post Office Renovation and the accompanying Construction Mitigation

Narrative addressing construction phasing, site logistics and mitigation techniques for impact on

the neighborhood attached hereto as Exhibit J, which depicts and otherwise addresses pedestrian

and vehicle routing, material staging, fencing, signage, safety measures and other such mitigation

measures, including with regard to noise and dust, at each stage of construction.

“Controls” shall have the meaning set forth in Section 2.5(6).

“Demolition Plan” means the plan for site-wide demolition activities to be undertaken in

connection with the Project which includes the demolition of the Post Office Facility’s two-story

utility wing, loading dock and portions of the Post Office Facility’s north and east façades where

they abut the Hotel, as same is reflected on Exhibit K and as same is to be updated upon

completion of revisions thereto with SHPO, together with the applicable provisions of the SHPO

Memorandum of Agreement, the Construction Phasing, Logistics and Mitigation Plan, and any

Governmental Approval or conditions thereof that may be issued by the City permitting

demolition in connection with the Project, with which Redeveloper shall comply.

“DFE” shall have the meaning set forth in Section 2.1(5).

“Director” means the Director of Community Development of the City of Hoboken.

“Effective Date” means the date this Agreement is last executed by the authorized

representative of the City.

“Emerging Contaminant(s) of Concern” means substances, contaminants or other

materials that are identified as such by either the USEPA or the NJDEP in statute, regulation or

guidance documents, and which require investigation and/or remediation.

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 “Environmental Laws” means any present or future applicable federal, state or local

law, rule, regulation, order, ordinance or other such legal requirement, including guidance

documents with regard to Emerging Contaminants of Concern as set forth herein, related to

release of Hazardous Substances to the environment and the related protection of human health

and the environment, including, without limitation, the Comprehensive Environmental Response,

Compensation and Liability Act, 42 U.S.C. §9601, et seq. (“CERCLA”); Resource Conservation

and Recovery Act, 42 U.S.C. §6901, et seq. (“RCRA”); Site Remediation Reform Act, N.J.S.A.

58:10C-1, et seq. (“SRRA”); Brownfield and Contaminated Sites Remediation Act, N.J.S.A.

58:10B-1, et seq. (“BCSRA”); Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq. (“ISRA”);

New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11, et seq. (the “Spill Act”);

Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21, et seq.; Water

Pollution Control Act, N.J.S.A. 38:10A-1, et seq.; Solid Waste Management Act, N.J.S.A.

13:1E-1, et seq.; Administrative Requirements for the Remediation of Contaminated Sites

(“ARRCS”), N.J.A.C. 7:26C; Remediation Standards Rules, N.J.A.C. 7:26D; and the Technical

Requirements for Site Remediation (“Technical Rules”), N.J.A.C. 7:26E, and any other such

laws, ordinances, rules, regulations, court orders, judgments, guidance documents or policies

which have been published by NJDEP or USEPA, and common law which govern (a) the

existence, cleanup and/or remedy of any Hazardous Substances on the subject properties; (b) the

protection of the environment from spilled, deposited or otherwise discharged Hazardous

Substances; or (c) the control, use, generation, transport, treatment, removal, storage, discharge

or recovery of Hazardous Substances.

“Environmental Reporting” shall have the meaning set forth in Section 2.5(1).

“Escrow Agent” shall have the meaning set forth in Section 2.13(4)(b).

12
 “Escrow Agreement” shall have the meaning set forth in Section 2.13(4)(b).

“Escrow Funds” shall have the meaning set forth in Section 2.13(4)(b).

“Estoppel Certificate” means a certificate issued by either of the Parties either stating

that this Agreement is in full force and effect and that there is no default or breach under this

Agreement nor any event which, with the passage of time and the provision of notice, would

result in a default or breach under this Agreement, or stating the nature of the default or breach,

if any. In the event the Estoppel Certificate discloses such a default or breach, it shall also state

the manner in which such default or breach may be cured. The Estoppel Certificate shall contain

all standard and reasonable language consistent with commercial real estate lending

requirements.

“Excepted Claims” shall have the meaning set forth in Section 12.1(1)(a).

“Existing Grant of Reciprocal Permanent Easements” shall have the meaning set forth

in Section 2.1(6)(b)(i)(a).

“Existing Utilities” shall have the meaning set forth in Section 2.4.

“First Ward Improvements” shall have the meaning set forth in Section 2.13(4)(a).

“Flood Damage Prevention Ordinance” means the City of Hoboken Ordinance No. Z-

263 entitled “Flood Damage Prevention, Ch. 104” as same may be supplemented or amended

from time to time.

“Floodplain Permit” shall have the meaning set forth in Section 2.1(6)(e)(ii)(a).

“Force Majeure” shall apply to all time limitations and other obligations and means any

acts of God, fire, volcano, earthquake, hurricane, blizzard, infectious disease, technological

disaster, catastrophe, large scale infestation of any type, tremors, flood, explosion, release of

nuclear radiation, release of biotoxic or of biochemical agent(s), the elements, war, blockade,

13
riots, mob violence or civil disturbance, any act(s) of terrorism or terroristic threat, an inability to

procure goods or services or a general shortage of labor, equipment, facilities, energy, materials

or supplies in the open market, failure of transportation, strikes, walkouts, actions of labor

unions, governmentally imposed moratoriums, court orders, laws, rules, regulations or other

orders of governmental or public agencies, bodies or authorities, legal inability to comply

resulting from a change of municipal law(s) regulating land use and construction or any legal

requirements under any applicable Environmental Laws, as well as all known and unknown

USEPA and NJDEP clearances, approvals or permits typical of the development process, and

any unreasonable delays in the Redeveloper’s receipt of any necessary Governmental Approvals,

as same are defined herein, or any other cause not within the reasonable control of the

Redeveloper, but only to the extent that such events directly cause an inability to perform a

material provision of this Agreement and only to the extent that such events are out of the

reasonable control of the Party claiming relief.

“Foreclosure” means that event in which a Holder forecloses its mortgage secured by the

Project Site, or any part thereof, or takes title to the Project Site, or any part thereof, by deed-in-

lieu of foreclosure or such similar transaction.

“Forester Approval” shall have the meaning set forth in Section 2.1(5)(j).

“Governing Body” means the City Council of the City of Hoboken.

“Governmental Application(s)” means any and all submissions, supporting documents,

reports or other proofs transmitted to any Governmental Body for the purpose of obtaining

Governmental Approvals of any aspect of the Project.

“Governmental Approval(s)” means all necessary reviews, consents, opinions,

authorizations, permits or other approvals of any kind legally required by any Governmental

14
Body or quasi-governmental entity having jurisdiction over any aspect of the construction,

implementation and operation of the Project, including, but not limited to, any ordinance

amending the Redevelopment Plan, any resolution approving this Agreement or the construction

and implementation of any improvements funded by any Escrow Funds as set forth herein,

preliminary and final site plan and subdivision approval and construction permits.

“Governmental Body” means any federal, state, county, legislative or executive office

or local agency, department, commission, authority, court, or tribunal and any successor thereto,

exercising executive, legislative, judicial, advisory or administrative functions of or pertaining to

government, including, without limitation, the City, the County of Hudson, the State of New

Jersey or the United States of America.

“Groundwater Estimate” shall have the meaning set forth in Section 2.5(7).

“Groundwater RAO” shall mean a RAO with regard to groundwater as to the Hotel Site

or any portion thereof.

“Hazardous Substance” means any substance, chemical or waste that is hazardous or

toxic or a pollutant or contaminant, or otherwise hazardous to human health and/or the

environment, including but not limited to substances that have been identified by USEPA and/or

NJDEP as Emerging Contaminants of Concern, as that term is defined herein.

“Historic Preservation Commission Recommendations” shall have the meaning set

forth in Recital #15.

“Holder” shall have the meaning set forth in Section 15.1.

“Holder’s Options” shall have the meaning set forth in Section 15.4(1).

“Hotel” shall have the meaning set forth in Section 2.1(5).

“Hotel Loading Bays” shall have the meaning set forth in Recital #15.

15
 “Hotel Parking Agreement” shall mean any agreement entered into by and between

KMS and/or an Affiliate of KMS and a private third party for the use of off-site parking spaces

to service the Hotel.

“Hotel Parking Covenants” shall have the meaning set forth in Section 2.1(5)(g)(v).

“Hotel Site” is depicted on Exhibit G hereof.

“Hotel Travel and Parking Coordinator” means an employee position that

Redeveloper shall cause the Hotel to fill and whose responsibilities shall include developing,

implementing and administering the required Transportation Demand Management Plan and who

produces and submits, or causes to be produced and submitted, the Annual TDM Report.

“Interim Cost and Conditional Designation Agreement” or “Interim Cost

Agreement” means the terms and conditions of the Interim Cost Agreement, as amended or

extended, entered into by and between the City and the Redeveloper on April 9, 2018 (and

further extended and reaffirmed by Letter Agreement between City and Redeveloper, dated May

16, 2019, as authorized by Resolution No. 10.A.2.6 of the City Council adopted on May 15,

2019), which sets forth the parameters by which KMS was to be designated as the exclusive

Conditional Redeveloper of the Project Site and which required, inter alia, the establishment of

an escrow, separate and apart from any other escrow referenced herein, for the payment of the

City Costs during the interim. Upon the Effective Date of this Agreement, the Interim Cost

Agreement, and any amendments thereto, shall be terminated and the terms and obligations

contained therein shall be replaced by the terms contained herein.

“KMS” shall have the meaning set forth in the preamble of this Agreement.

“Landscape/Lighting/Streetscape Plan” is attached hereto as Exhibit R.

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 “Legal Holidays” means days when federal offices are closed, days when banks are

closed, and/or holidays observed by the City as shown on the Hoboken city website or such other

means of public information.

“Legal Requirements” or “Applicable Laws” means any laws, statutes, codes,

ordinances, orders, regulations or other such legal requirements of any Governmental Body, now

or hereafter in effect, and, in each case, as may be amended.

“Letter Agreement” shall have the meaning set forth in Section 2.13(4)(c).

“Level of Service Analysis” shall have the meaning set forth in Section 2.1(5)(g)(i).

“Long Term Compliance Obligations” shall have the meaning set forth in Section

2.5(6).

“LSRP” shall mean the Licensed Site Remediation Professional retained by the

Redeveloper as set forth in Section 2.5(1).

“MOA” shall have the meaning set forth in Recital #15.

“New Grant of Reciprocal Permanent Easements” shall have the meaning set forth in

Section 2.1(6)(b)(i)(b), the proposed Ordinance for which is attached hereto as Exhibit QQ.

“NJDEP” means the New Jersey Department of Environmental Protection.

“Noise Control Ordinance” means the City of Hoboken Ordinance No. Z-84 entitled

“An Ordinance Amending the Previously Adopted Chapter 133 ‘Noise Control’ Addressing

Revisions Required by the NJDEP,” as same may be supplemented or amended from time to

time.

“Parking Plan” shall have the meaning set forth in Section 2.1(4)(e).

“Parties” or “Party” shall have the meaning set forth in the preamble of this Agreement.

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 “Permitted Transfers” means the following transfers, subject to the terms and

limitations herein: (a) utility and other development easements; (b) leases to any tenants of any

areas within the Hotel, including with regard to the operation of the Hotel itself; (c) a mortgage

or mortgages (including, but not limited to, collateral assignment of this Agreement to the

mortgage holder to be effective, at the option of the mortgagee, upon default by Redeveloper

under the mortgage documents), for the purposes of (i) financing any aspect of the Project,

provided that the occurrence of an Event of Default as to Redeveloper hereunder also constitutes

an event of default by Redeveloper under the loan documents documenting such financing; and

(ii) permanent financing upon substantial completion of construction of the Project; (d) an

assignment and/or transfer of Redeveloper’s interest in this Agreement to an entity in which

KMS Development Partners, LP or any of its Affiliates retain a direct or indirect interest and

provided that such new entity is subject to the terms of this Agreement; (e) transfer of any

interest in the Project Site or any portion thereof to a qualified urban renewal entity under the

control of Redeveloper; (f) transfers among the existing members of Redeveloper or direct or

indirect holders of interests in Redeveloper; (g) transfers by operation of law as a result of death

of any individual; (h) transfers by any owner(s) of a direct or indirect interest in Redeveloper to

an entity owned by such owner(s); (i) transfers of direct or indirect interests in Redeveloper so

long as KMS Development Partners, LP or any of its Affiliates retain a direct or indirect interest

in Redeveloper; (j) transfers of direct or indirect equity interests in Redeveloper for financing

purposes; and (k) deed notices and other documents required to implement any Control(s)

pursuant to a Remedial Action Workplan.

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 “Person” means any individual, sole proprietorship, corporation, partnership, joint

venture, limited liability company or corporation, urban renewal entity, trust, unincorporated

association, institution, public or governmental body, or any other entity.

“Planning Board” means the Planning Board of the City of Hoboken and any successors

thereto.

“Planning Board Engineer Approval” shall have the meaning set forth in Section

2.1(6)(e)(ii).

“Pocket Park” shall mean a small park which shall be open to the public for the purpose

of public enjoyment.

“Post Office Facility” shall have the meaning set forth in Recital #15.

“Post Office Lease” shall have the meaning set forth in Section 2.1(4)(d).

“Post Office Parking Agreement” shall mean any agreement entered into by and

between KMS and/or an Affiliate of KMS and a third party for the use of parking spaces off-site

to service the Post Office Facility.

“Post Office Parking Covenants” shall have the meaning set forth in Section

2.1(4)(e)(iii).

“Post Office Property” is depicted on Exhibit G hereto.

“Post Office Renovation Plans” shall have the meaning set forth in Section 2.1(4).

“Pre-Submission Form” shall have the meaning set forth in Recital #7.

“Progress Report” means a written report in the form attached hereto as Exhibit D

which sets forth a description of activities completed, the activities anticipated to be undertaken

prior to the next monthly Progress Report, the status of all Governmental Approvals, an

explanation of each activity, if any, which is showing delay, a description of current and

19
anticipated delaying factors and their estimated impact on performance of other activities and

completion dates in the Project Schedule and an explanation of corrective action taken or

proposed.

“Project” shall have the meaning set forth in Section 2.1.

“Project Agreements” means those agreements entered into by Redeveloper in

connection with the design and construction of the Project.

“Project Description” shall have the meaning set forth in Section 2.1.

“Project Funds” shall have the meaning set forth in Section 11.5.

“Project Site” shall have the meaning set forth in Recital #5.

“Project Schedule” shall have the meaning set forth in Section 2.16.

“Proposal” shall have the meaning set forth in Recital #14.

“Public Park” shall have the meaning set forth in Section 2.1(5)(c).

“Public Park Easement Agreement” shall have the meaning set forth in Section

2.1(5)(c), the proposed Ordinance for which is attached hereto as Exhibit LL.

“RAO” shall mean a “Response Action Outcome” or “RAO” as those terms are defined

in the Brownfield and Contaminated Site Remediation Act, N.J.S.A. 58:10B-1 et seq., and the

regulations promulgated thereunder.

“RAP” shall have the meaning set forth in Section 2.5(6).

“Redeveloper” shall have the meaning set forth in the preamble of this Agreement.

“Redeveloper Covenants, Conditions and Restrictions” means those promises and

restrictions to which Redeveloper agrees to be legally bound pursuant to this Agreement on

behalf of itself and its successors and assigns, as may be applicable, as more specifically set forth

in Section 6.1.

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 “Redeveloper Project Team” means individuals, including but not limited to, those who

will be directly responsible for management of the Project design, Governmental Approvals and

construction, as set forth on Exhibit E.

“Redeveloper’s Declaration” means a recordable document approved and executed by

the Parties imposing the Redeveloper Covenants, Conditions and Restrictions upon the Hotel

Site, subject to the terms and provisions herein, all as may be limited by the rights of a Holder as

may be granted herein and as the case may be, in substantially the form attached hereto as

Exhibit F.

“Redeveloper’s Remediation” shall have the meaning set forth in Section 2.5(1).

“Redevelopment Law” means the State of New Jersey Local Redevelopment and

Housing Law, N.J.S.A. 40A:12A-1, et seq., as this statute may be amended from time to time.

“Redevelopment Pay-to-Play Ordinance” means the City of Hoboken Ordinance No.

Z-89 entitled “An Ordinance Amending Chapter 20A of the Administrative Code of the City of

Hoboken entitled ‘Professional Service Contracts;’ Chapter 20C of the Administrative Code of

the City of Hoboken entitled “Redevelopment Pay-to-Play Reform;” and Chapter 20B of the

Administrative Code of the City of Hoboken entitled ‘Contribution Disclosure statements.’”

“Redevelopment Plan” means the Hoboken Post Office Redevelopment Plan, as may be

amended in accordance with this Agreement.

“Redevelopment Plan Amendment” shall have the meaning set forth in Recital #16.

“Rehabilitation Area” shall have the meaning set forth in Recital #5.

“Remedial Action Workplan” means a written, detailed description of the remedial

action and the remedial technology to be utilized in any environmental remediation to be

undertaken upon or in connection with the Hotel Site or any portion thereof which meets the

21
requirements of the Technical Rules, and which has been reviewed by the City’s Environmental

Consultant and approved by the LSRP in accordance and compliance with applicable

Environmental Laws.

“ROW” shall have the meaning set forth in Section 2.1(5)(g)(iii).

“ROW Landscaping” shall have the meaning set forth in Section 2.1(5)(j).

“Shadow Study” shall have the meaning set forth in Section 2.1(6)(h).

“SHPO” shall have the meaning set forth in Recital #15.

“Sidewalk Café” shall have the meaning set forth in Section 2.1(5)(i).

“Sidewalk Café Ordinance” means the City of Hoboken Ordinance No. Z-220 entitled

Sidewalk Cafes, as same may be supplemented or amended from time to time.

“Signage Narrative” is attached hereto as Exhibit P.

“Site Plan” is attached hereto as Exhibit G.

“Soil RAO” shall mean a site wide RAO with regard to soils upon the real property

comprising the Hotel Site or any portion thereof.

“Streetscaping Work” shall have the meaning set forth in Section 2.1(6)(b)(ii).

“Subdivision and Easement Plan” means the Subdivision Plan attached hereto as

Exhibit B which is subject to the written approval of the U.S. Post Office and which depict: (i)

the proposed subdivisions to be implemented by Redeveloper in connection with the Project that

would subdivide the land that is currently designated as Block 231.0, Lot 1 (the Project Site) into

more than one lot, as follows: Lot 1.01 (Post Office Property), Lot 1.02 (Hotel Site) and Lot

1.03, the remaining U.S. Postal Service-owned land following the proposed subdivision that

would not conform to current minimum lot size requirements in the Redevelopment Plan prior to

its amendment; and (ii) the easements that are proposed to be established and the existing

22
easements that are proposed to be terminated, together with the narrative description of the

Subdivision and Easement Plan attached hereto as Exhibit Z.

“Subsequent Redeveloper” shall mean a responsible Person who has: (i) submitted

evidence reasonably satisfactory to the City that it has the qualifications and financial

responsibility necessary to perform Redeveloper’s obligations under this Redevelopment

Agreement; (ii) formally been designated by the City as a Subsequent Redeveloper for the

Project, which the City shall not unreasonably withhold, condition or delay; and (iii) expressly

assumed Redeveloper’s rights and obligations under this Redevelopment Agreement or has

entered into a similar written agreement with the City for the performance or completion of the

performance of the Project as the Project is described herein, in accordance with Applicable

Law, after formal approval by the City, subject to reasonable extensions of the Project Schedule

to be granted by the City in writing.

“Subsequent Redevelopment Agreement” shall have the meaning set forth in Section

15.4(1)(a).

“TDMP” is defined in the definition of Traffic and Parking Study.

“TDM Programming” shall have the meaning set forth in Section 2.1(8)(a).

“Technical Rules” is defined in the definition of Environmental Laws.

“Tolling Event” means: (i) an Event of Default by the City; (ii) an act or omission of the

City that has a material and adverse effect on the ability of the Redeveloper to perform any

obligation, requirement, commitment or responsibility set forth by this Agreement; (iii) any

litigation regarding any Governmental Approval or regarding the denial or conditions to any

Governmental Approval; or (iv) any governmental moratorium that prevents construction,

development or occupancy of the Project.

23
 “Traffic and Parking Study” means the report attached hereto as a part of Exhibit Q,

the exhibits to which are on file at City Hall, that sets forth the evaluation of the traffic and

parking impacts to be caused as a direct result of the full implementation of the Project based

upon the needs created by the entire Project and which includes the Transportation Demand

Management Plan (“TDMP”) for the Project.

“Transfer” means any transaction by which a Transferee, as that term is defined herein,

obtains an interest in the Project Site or the Project or any portion thereof, by means or methods

including, but not limited to, conveyance, transfer, lease, encumbrance, acquisition or

assignment through sale, merger, consolidation, reorganization, assignment, foreclosure or

otherwise, including the appointment of a trustee in bankruptcy or assignee for the benefit of

creditors.

“Transferee” means any party to whom an interest in the Project Site or any portion

thereof, is conveyed, transferred, leased, encumbered, acquired or assigned, by sale, merger,

consolidation, reorganization, assignment, foreclosure or otherwise, including a trustee in

bankruptcy or assignee for the benefit of creditors.

“Transition Period” shall have the meaning set forth in Section 15.4(1).

“Transportation Director Approval” shall have the meaning set forth in Section

2.1(6)(d)(ii).

“USEPA” means the United States Environmental Protection Agency.

“USPS” or “U.S. Postal Service” means the United States Postal Service.

“Utility Infrastructure Improvements” shall have the meaning set forth in Section

2.1(6)(f).

24
 “Valet Service Agreement” shall mean any agreement entered into by and between

KMS and/or an Affiliate of KMS and a private third party for the provision of valet parking

services to support the Hotel.

“View Corridor Simulation” shall have the meaning set forth in Section 2.1(6)(g).

“Written Determination” is defined in the definition of Certificate of Completion.

ARTICLE II

REDEVELOPMENT PROJECT

SECTION 2.1. Scope and Implementation of the Project. KMS Development

Partners, LP is hereby designated as the exclusive redeveloper of the Project Site. Redeveloper

agrees to perform and complete the following tasks consistent with the Exhibits attached hereto,

as applicable, and as described in the narrative project description attached hereto as Exhibit H

(collectively referred to herein as the “Project Description”), in accordance and compliance with

the terms and conditions of this Agreement, the Project Schedule, the Redevelopment Plan, all

applicable Legal Requirements and Environmental Laws, including the City’s Flood Damage

Prevention Ordinance, and the Construction Phasing, Logistics and Mitigation Plan (collectively,

the “Project”):

1. Site Preparation: site preparation of the Project Site for development and/or

construction, including the subdivision of the Project Site as set forth in the Subdivision and

Easement Plan; and

2. Governmental Approvals: obtaining all applicable Governmental Approvals, as

that term is defined herein, for the Project and attending any construction management meetings

as may be reasonably required by the City; and

3. Environmental: determination of scope of environmental site investigation of the

Hotel Site as may be recommended by the LSRP and approved by the City’s Environmental
25
Consultant, environmental site investigation of the Project Site as may be recommended by the

LSRP, and reviewed and commented on by the City’s Environmental Consultant, and, to the

extent required by any applicable Environmental Law(s) or reasonably recommended by the

LSRP and reviewed and commented on by the City’s Environmental Consultant, remediation of

any contamination upon or emanating from the Hotel Site or any portion thereof, including with

regard to soils, groundwater and vapors in, on, under and upon the Hotel Site, as further set forth

herein and in full compliance with all then applicable Environmental Laws; and

4. Post Office Facility Renovations: renovation of the Post Office Facility as set

forth in the narrative description attached hereto as Exhibit HH, to be supplemented with plans

consistent with same (except as may be otherwise directed by the USPS in writing) to be

reviewed for such consistency and approved in writing by the Director, in consultation with the

City’s Historic Preservation Commission as may be deemed appropriate by the Director, as a

condition to issuance of a demolition or construction permit by the City for any portion of the

Project (collectively referred to herein as the “Post Office Renovation Plans”), including the

following:

a) Historic Preservation: execution of and compliance with a final

Memorandum of Agreement with SHPO, a fully executed copy of which shall be provided to

the Director by Redeveloper at least thirty (30) days prior to Closing, as well as the Historic

Preservation Commission Recommendations that are set forth on Exhibit S;

b) Demolition Plan: compliance with the Demolition Plan, as that term is

defined herein, and attached hereto as Exhibit K;

c) Intentionally deleted.

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 d) Temporary Relocation of Sorting and Delivery Operations: it is

anticipated that USPS sorting and delivery operations currently being carried out in the Post

Office Facility will remain in place during the period of construction of the Project. However,

in the event the USPS determines that the sorting and delivery operations, or any other such

business operations which are conducted at the Post Office Facility, are required to be

temporarily relocated during the work referenced in this Paragraph 4 or the implementation of

any portion of the Project overall, then Redeveloper shall be responsible, at Redeveloper’s sole

cost and expense, for temporarily relocating said operations and shall enter into a lease

agreement providing for same (the “Post Office Lease”). A proposed form of each Post Office

Lease that Redeveloper intends to enter into, as may be reasonably redacted, shall be provided

to the Director for review and comment pursuant to Section 14.1 hereof at least sixty (60) days

prior to the expected date of such relocation, which date shall be set forth in such notice. The

Director shall provide any comments to Redeveloper no later than fifteen (15) days after the

receipt thereof, and Redeveloper shall reasonably revise the Post Office Lease accordingly,

subject to the approval of the USPS. Redeveloper shall provide the Director with the final form

of the Post Office Lease no later than fifteen (15) days prior to the expected date of relocation.

If a Post Office Lease(s) is entered into prior to the City’s issuance of a demolition and

construction permit for any part of the Project, an executed version, as may be reasonably

redacted, shall be delivered to the Director as a condition of such issuance. If a Post Office

Lease(s) is entered into after the City’s issuance of a demolition and construction permit for any

part of the Project, an executed version, as may be reasonably redacted, shall be promptly

delivered to the Director upon Redeveloper’s receipt thereof. Any such Post Office Lease shall

remain in effect until the U.S. Postal Service operations are returned to the Post Office Facility

27
and shall not lapse before such time, unless otherwise permitted by the U.S. Postal Service in

writing, a copy of which such writing shall be promptly provided to the Director. Redeveloper

hereby expressly acknowledges and agrees that no demolition or construction permit shall be

issued by the City for the work referenced herein or any portion of the Project unless and until a

Post Office Lease is provided to the Director, unless such temporary relocation has not been

determined to be necessary, in which case, any Governmental Application submitted to the City

for demolition or construction activities shall be accompanied by a written statement reflecting

same and executed by both Redeveloper and a representative of the U.S. Postal Service. The

location for the Post Office Lease, should one be entered into, shall be promptly identified in an

update to the Construction Phasing, Logistics and Mitigation Plan that incorporates the changes

resulting from the Post Office Lease, and such updated Construction Phasing, Logistics and

Mitigation Plan shall be submitted to the Director for review and written approval; and

e) Post Office Facility Parking Plan: both during and after construction of the

Project, the USPS requires parking for nine (9) USPS employee passenger vehicle parking

spaces and twenty-two (22) spaces for delivery vehicles. The construction of the Project will

eliminate the possibility of accommodating on the Project Site sixteen (16) of the twenty-two

(22) spaces on a permanent basis, i.e., following completion of construction, and all twenty-two

(22) spaces on a temporary basis, i.e., during construction. Therefore, Redeveloper shall

provide parking spaces in accordance with the Redevelopment Plan (but in no event less than

nine (9) parking spaces for USPS employee passenger vehicles, twenty-two (22) spaces for

delivery vehicles on a temporary basis and sixteen (16) spaces for delivery vehicles on a

permanent basis, acknowledging that six (6) spaces for delivery vehicles will be provided on-

site on a permanent basis, as further set forth herein) to fully support the operation of the Post

28
Office Facility, for both the short term (i.e., during renovation and construction) and the long

term (i.e., during the operation of the Post Office Facility thereafter) as further set forth in the

Parking Plan excerpted from the Traffic and Parking Study and attached hereto as Exhibit M,

pursuant to a Post Office Parking Agreement that Redeveloper shall enter into in connection

with and in an effort to support the Post Office Facility with regard to long-term parking for the

sixteen (16) delivery vehicles to be parked off-site. Attached hereto as Exhibit JJ is

correspondence from the U.S. Post Office dated May 16, 2019 addressing its parking of six (6)

delivery vehicles on the Project Site when such vehicles are not in use. As same is set forth in

the Traffic and Parking Study, postal employees who are assigned to operate the delivery

vehicles will arrive at the site that is the subject of the Post Office Parking Agreement, park

their personal vehicles on that site, as may be applicable, retrieve keys to the delivery vehicles

from a lockbox, and depart for their shift, with the process being reversed at the completion of

the shift. Redeveloper expressly acknowledges and agrees that in no event may any parking

requirement hereunder for any delivery vehicles be satisfied, either in whole or in part, with on-

street parking spaces. Both during and after construction, the nine (9)-space requirement for

USPS employee passenger vehicles will be satisfied with the nine (9) on-street reserved parking

spaces on Newark and 1st Streets.

i) Post Office Parking Agreement. A proposed form of each Post

Office Parking Agreement that Redeveloper intends to enter into, as may be reasonably redacted,

shall be provided to the Director pursuant to Section 14.1 hereof for review and comment as to

compliance with the Post Office Parking Covenants at least forty-five (45) days prior to the

expected date of Closing, which date shall be set forth in such notice. The Director shall provide

any comments to Redeveloper no later than thirty (30) days prior to the expected date of Closing,

29
and Redeveloper shall reasonably revise the Post Office Parking Agreement accordingly, subject

to USPS approval. Redeveloper shall provide the Director with the final form of the Post Office

Parking Agreement no later than fifteen (15) days prior to the expected date of Closing. The

executed Post Office Parking Agreement(s), as may be reasonably redacted, shall be delivered to

the Director as a condition of the City’s issuance of a demolition or construction permit for any

part of the Project. Redeveloper shall not materially modify any Post Office Parking Agreement

as to compliance with the Post Office Parking Covenants without the formal approval of the City

Council and the U.S. Postal Service. As regards any Post Office Parking Agreement to be

entered into post-Closing, Redeveloper shall provide the proposed form of each such Post Office

Parking Agreement, as may be reasonably redacted, to the Director for review and comment as

to compliance with the Post Office Parking Covenants at least forty-five (45) days prior to the

expected effective date of said Post Office Parking Agreement, which date shall be provided by

Redeveloper in writing together with the submission of the proposed agreement. The Director

shall provide any comments to Redeveloper no later than thirty (30) days prior to the said

effective date, and Redeveloper shall reasonably revise the Post Office Parking Agreement

accordingly, subject to USPS approval. Redeveloper shall provide the Director with the final

form of each such Post Office Parking Agreement no later than fifteen (15) days prior to the

expected effective date. Each such executed Post Office Parking Agreement(s), as may be

reasonably redacted, shall be promptly delivered to the Director.

ii) Lapse of Post Office Parking Agreement: In the event that any Post

Office Parking Agreement shall lapse, expire or otherwise be breached by Redeveloper during

any period of operation of the Post Office Facility such that any of the parking spaces provided

thereunder shall no longer be available to service the Post Office Facility for any amount of time,

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then Redeveloper shall be required to pay the City, as liquidated damages, an amount equal to

the daily charge per vehicle in the City-owned parking garage closest to the Post Office Facility,

until such time as those spaces are provided elsewhere by Redeveloper at no cost to the City, and

on written notice to the City, together with a fully executed copy of any Post Office Parking

Agreement providing for the replacement parking spaces, which such replacement shall be in

accordance with the applicable terms set forth in Subparagraph (e)(i) above.

iii) Post Office Parking Covenants: Redeveloper acknowledges and

agrees that the ongoing parking requirements hereunder with regard to the Post Office Facility

(excluding the nine (9) vehicle parking spaces on Newark and 1st Streets) shall be included in the

Redeveloper’s Declaration as covenants which shall expressly survive the issuance of a

Certificate of Completion and shall run with the land that will comprise the Hotel Site (“Post

Office Parking Covenants”).

(f) Post Office Usage. Attached hereto as Exhibit OO is correspondence

from the U.S. Post Office dated October 9, 2018 addressing, inter alia, its usage of that portion

of the Project Site to be retained by USPS as shown on the Subdivision Plan.

5. Hotel: development, construction and operation of a new, first class, full service,

hotel on the Hotel Site, which shall have a habitable height of no higher than two hundred thirty-

four feet (234’) above Design Flood Elevation (“DFE”) and an architectural height of no higher

than two hundred sixty-two feet (262’) above Design Flood Elevation (“DFE”), as further

detailed in Exhibit X, and which shall contain no more than three hundred and fifty (350) guest

rooms on twenty (20) occupied hotel floors, to be constructed to LEED Silver standards as same

have been established by the U.S. Green Building Council in accordance with the LEED

Elements set forth on the Design Sustainability chart attached hereto as Exhibit V, reflecting the

31
design and architecture set forth in the Architectural Plans attached hereto as Exhibit Y and

incorporating, inter alia, design aesthetics as depicted on the Building Base Perspective View

attached hereto as Exhibit L (“Hotel”).

The Hotel shall include the following specific components, all as further shown on the

Architectural Plans and as described in the Project Description:

a) Rooftop Bar and Terrace Lounge: a rooftop bar and terrace lounge with

approximately 6,400 net sq. ft. of public usable space (i.e., excludes all kitchen space,

circulation areas and back-of-house space), which shall incorporate an interior bar area of

approximately 3,270 sq. ft., of which a portion shall be designed with glass walls that open up

for a seasonally-dependent indoor-outdoor experience, and an approximately 3,100 sq. ft.

outdoor terrace area (with approximately 2,800 sq. ft. of usable space) as shown on sheet A017

of Exhibit Y, which shall: (i) have separate access by means of an express elevator from the

lobby; (ii) be developed as an all-seasons destination and open for use and enjoyment by the

public; (iii) be open and in operation during regular, customary hours in accordance with local

industry standards and Applicable Laws; (iv) not be closed in its entirety for any private event

commencing at or after 7 pm for more than thirty (30) days per year during the first two (2)

years of operations (such year being calculated as the 12-month period commencing upon

issuance of a Certificate of Occupancy, and thereafter, from the anniversary thereof), and,

following the first two (2) years, for more than fifty (50) days per year. In the event that such

limitation is exceeded, the Redeveloper shall be required to pay to the City, as liquidated

damages, $5,000.00 for each such event, and the limitation on such events for the following

year shall then be decreased by one (1) for each such event that exceeds the yearly maximum

number permitted.

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 b) Gym: for Hotel guests.

c) Public Open Space and Easement: approximately 1,880 sq. ft. of public

open space located between the existing bank building and the Post Office Facility as same is

generally depicted on Exhibit B and described on Exhibit KK, which shall be: (i) improved as

a public park at no cost to the City; (ii) accessible to the public during daylight hours in

accordance with the terms of an easement agreement in substantially the form included in the

form of ordinance for approval of same attached hereto as Exhibit LL (“Public Park

Easement Agreement”), which shall be provided as set forth below; (iii) incorporated into

Redeveloper’s Remediation, as that term is defined herein and as may be necessary and

appropriate; (iv) properly and regularly maintained, at Redeveloper’s sole cost; and (v) be

permitted to feature retail food and beverage service, upon approval by Resolution of the City

Council (“Public Park”).

i) Site Plans for Public Park: Included on the

Landscape/Lighting/Streetscape Plan is a conceptual site plan for the Public Park that reflects the

intended spirit of the Public Park, incorporating landscaping, lighting, seating and artwork,

which shall be included in the site plan application to the Planning Board; however, the Parties

agree that final designs for the Public Park and specifications of design details shall be provided

by the Redeveloper, and subsequently reviewed and approved in writing by the Director as a

condition precedent to the City’s issuance of a demolition or construction permit.

ii) Public Park Easement Agreement: Redeveloper shall execute and

record, at Redeveloper’s cost, the Public Park Easement Agreement. Redeveloper shall provide

the Director with a recorded copy of the Public Park Easement Agreement as a condition

precedent to the issuance of a temporary Certificate of Occupancy for the Hotel or any portion

33
thereof. Redeveloper acknowledges and agrees that the ongoing requirements hereunder with

regard to and set forth within the Public Park Easement Agreement shall be included in the

Redeveloper’s Declaration as covenants which shall expressly survive the issuance of a

Certificate of Completion and shall run with the land that will comprise the Hotel Site.

d) Meeting and Banquet Space: approximately 9,000, but in any event no less

than 8,800, net sq. ft. of public usable space for meetings, banquets and events (i.e. excluding

kitchen space, circulation areas and all back-of-house space) that may be used and enjoyed by

the public for various functions such as corporate gatherings and weddings to be located on the

18th and 19th floors of the Hotel with at least one of the event spaces being suitable to

accommodate a minimum of two hundred and fifty (250) guests at seated tables, together with

entertainment space (i.e., for dance floor and band), as shown on Sheets A014 and A016 of

Exhibit Y.

e) Lobby Restaurant with Bar: a lobby restaurant with a bar which shall: (i)

be open for use and enjoyment by the public; (ii) be open and in operation during regular,

customary hours in accordance with local industry standards and Applicable Laws.

f) Loading Bays: construction of the Hotel Loading Bays in accordance with

the terms herein.

g) Hotel Parking Plan: provision of parking both on-site and off-site, for

utilization by the Hotel’s valet service, to fully support and service the Hotel, in accordance

with the Parking Plan attached hereto as Exhibit M, which is excerpted from the Traffic and

Parking Study. Such parking shall be made available pursuant to a Hotel Parking Agreement,

as that term is defined herein. A proposed form of each Hotel Parking Agreement to

accommodate the parking required by the Redevelopment Plan that Redeveloper intends to

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enter into, each of which shall have a ten-year minimum term, as may be reasonably redacted,

shall be provided to the Director pursuant to Section 14.1 hereof for review and comment as to

compliance with the Hotel Parking Covenants at least forty-five (45) days prior to the expected

date of issuance of a temporary Certificate of Occupancy for the Hotel, which date shall be set

forth in such notice. The Director shall provide any comments to Redeveloper no later than

thirty (30) days prior to the expected date of issuance of a temporary Certificate of Occupancy

for the Hotel, and Redeveloper shall reasonably revise each Hotel Parking Agreement

accordingly, subject to approval of lessor under the Hotel Parking Agreement. Redeveloper

shall provide the Director with the final form of the agreement no later than fifteen (15) days

prior to the expected date of issuance of a temporary Certificate of Occupancy for the Hotel.

The executed Hotel Parking Agreement(s), as may be reasonably redacted, will be delivered to

the Director as a condition of the City’s issuance of a temporary Certificate of Occupancy for

the Hotel. As regards any Hotel Parking Agreement to be entered into following the issuance of

a temporary Certificate of Occupancy for the Hotel, Redeveloper shall provide the proposed

form of each such Hotel Parking Agreement, as may be reasonably redacted, to the Director for

review and comment as to compliance with the Hotel Parking Covenants at least forty-five (45)

days prior to the expected effective date of said Hotel Parking Agreement, which date shall be

provided by Redeveloper in writing together with the submission of the proposed agreement.

The Director shall provide any comments to Redeveloper no later than thirty (30) days prior to

the said effective date, and Redeveloper shall reasonably revise the Hotel Parking Agreement

accordingly, subject to approval of lessor under the Hotel Parking Agreement. Redeveloper

shall provide the Director with the final form of each such Hotel Parking Agreement no later

than fifteen (15) days prior to the expected effective date and same shall be subject to review

35
and approval by the Director which shall not be unreasonably withheld. Each such executed

Hotel Parking Agreement(s), as may be reasonably redacted, shall be promptly delivered to the

Director.

i) Distance from Hotel’s Main Entrance: The Hotel Parking

Agreement(s) shall provide for the required parking spaces to be located within one thousand

(1,000) feet of the Hotel’s main entrance, unless Redeveloper delivers to the Director, and the

Director approves in writing, a Valet Service Agreement, together with any data, study, technical

analysis prepared by a transportation professional, or other such related additional information as

may be reasonably requested by the Director, that reasonably demonstrates, in the Director’s

professional judgment, that valet service operations will operate at an acceptable level of service

at a greater distance from the Hotel’s main entrance so that patron wait times are kept to

acceptable industry standards as a result of sufficient levels of parking staff and valet service

procedures (“Level of Service Analysis”). Redeveloper expressly acknowledges and agrees that

it shall not enter into any Valet Service Agreement or Hotel Parking Agreement, as may be

applicable, which provides for any Hotel parking at a distance greater than (1,000) feet of the

Hotel’s main entrance unless the Director has approved same in writing, based upon a Level of

Service Analysis, in accordance with this Subparagraph (g)(i). In the event that the Director

elects to retain a consultant for purposes of evaluating the Level of Service Analysis, costs

associated with same shall be deemed “City Costs”, as that term is defined herein, but in any

event, Redeveloper agrees that it shall be responsible for reimbursing the City’s costs associated

with its evaluation of such a Level of Service Analysis within thirty (30) days of a written

request from the Director or her designee.

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 ii) No Material Modification: Redeveloper shall not materially

modify any Hotel Parking Agreement as to compliance with the Hotel Parking Covenants

without the formal approval of the City Council. Redeveloper expressly acknowledges and

agrees that under no circumstances shall a temporary Certificate of Occupancy be issued for the

Hotel or any portion thereof unless Hotel Parking Agreements collectively reflecting the

Redeveloper’s ability to utilize the number of parking spaces required hereunder to service the

Hotel on a long term basis are in effect.

iii) ROW: Redeveloper expressly acknowledges and agrees that none

of the Hotel parking requirements herein shall be fulfilled or addressed by utilizing or counting

any on street parking spaces including but not limited to those on any City Right of Way

(“ROW”).

iv) Lapse of Hotel Parking Agreement: In the event that any Hotel

Parking Agreement shall lapse, expire or otherwise be breached by Redeveloper during any

period of operation of the Hotel such that any of the parking spaces provided thereunder shall no

longer be available to service the Hotel for any amount of time, then, for each required space that

is not being accommodated, Redeveloper shall be required to pay to the City, as liquidated

damages, an amount equal to the daily charge per vehicle in the City-owned parking garage

closest to the Hotel, until such time as those spaces are provided elsewhere by Redeveloper at no

cost to the City, and on written notice to the City, together with a fully executed copy of any

Hotel Parking Agreement providing for the replacement parking spaces, which such replacement

shall be in accordance with the applicable terms set forth in Subparagraph (g) above. For the

purpose of clarity, any new Hotel Parking Agreement that the Redeveloper intends to enter into

37
as a result of a forthcoming expiration of an existing Hotel Parking Agreement shall also be

subject to the terms set forth in Subparagraph (g) above.

v) Hotel Parking Covenants: Redeveloper acknowledges and agrees

that the parking requirements with regard to the Hotel, including with regard to the Valet

Services Agreement(s), shall be included in the Redeveloper’s Declaration as covenants which

shall expressly survive the issuance of a Certificate of Completion and shall run with the land

that will comprise the Hotel Site (“Hotel Parking Covenants”).

h) Valet Service: provision of valet service shall be required to support the

Hotel, in accordance with the Parking Plan attached hereto as Exhibit M, during the operation

of the Hotel. A copy of each fully executed Valet Service Agreement shall be promptly

provided to the City upon full execution. Redeveloper expressly acknowledges and agrees that

under no circumstances shall a temporary Certificate of Occupancy be issued for the Hotel or

any portion thereof unless and until a fully executed Valet Service Agreement, which may be

reasonably redacted, reflecting the Redeveloper’s ability to provide the required valet service on

a long term basis, has been submitted to the Director.

i) Retail: approximately 920 sq. ft. of retail uses situated on the ground floor

of the Hotel as well as a seasonal outdoor sidewalk café in accordance with the City’s Sidewalk

Café Ordinance (the “Sidewalk Café”), to which the public shall have access.

j) Landscaping: implementation of the landscaping set forth on the

Landscape/Lighting/Streetscape Plan attached hereto as Exhibit R, including with regard to the

planting of ground-rooted shade trees, in accordance and compliance with all applicable City of

Hoboken Ordinances and the City’s Shade Tree Commission Guidelines; the Parties

acknowledge and agree that final selections of the types, size and number of trees and

38
vegetation within the ROWs adjacent to the Project Site (“ROW Landscaping”), shall be

reviewed and approved in writing by the City’s Forester as a condition precedent to the issuance

of any demolition or construction permit (“Forester Approval”).

k) Lighting: implementation of the lighting set forth on the

Landscape/Lighting/Streetscape Plan attached hereto as Exhibit R, with flood-proofed

electrical outlets to be located above DFE, in accordance and compliance with all applicable

City of Hoboken Ordinances.

l) Signage: implementation of signage set forth on the Signage Narrative

attached hereto as Exhibit P.

6. Complete Site Improvements: the implementation of the following site

improvement components, which shall be completed and maintained at no cost to the City, all in

accordance with the Redevelopment Plan as same may be amended:

a) Intentionally deleted.

b) Pedestrian Connection: pedestrian connections in the Rehabilitation Area

shall be expanded/improved as follows:

i) Easements: The Parties acknowledge that, inter alia, in order to

improve certain existing street designs relating to traffic, parking and pedestrian access, certain

existing reciprocal easements between the City and the USPS must be modified/terminated and

other easements must be established, all as further set forth in the Subdivision and Easement Plan

attached hereto as Exhibit B and in accordance with the terms and conditions herein. The

Parties will cooperate to achieve same with any related agreements to be mutually acceptable to

the Parties, subject to written agreement by the USPS, which shall be obtained by Redeveloper.

The actions relating to the easements shall be as follows:

39
 a. Termination of Existing Grant of Reciprocal Permanent

Easements: A Grant of Reciprocal Permanent Easements was entered into between the City and

the USPS on July 23, 1997 and recorded with the Hudson County Clerk at Book 5172, page 073

(“Existing Grant of Reciprocal Permanent Easements”). This document grants the USPS

certain on-street parking rights on Newark Street and Sinatra Drive and reserves certain on-street

parking rights on 1st Street to the USPS and grants the City certain rights to use 1st Street as a

public right-of-way. At the time that the New Grant of Reciprocal Permanent Easements (as

defined below) is fully executed and recorded, the Existing Grant of Reciprocal Permanent

Easements shall be terminated by recording of an instrument providing for same substantially in

the form attached hereto as Exhibit RR.

b. New Grant of Reciprocal Permanent Easements: the

establishment of reciprocal easements by and between the City and the USPS which grant the

USPS certain on-street parking rights for USPS employee passenger vehicles on Newark Street

and reserves certain on-street parking rights on 1st Street to the USPS for USPS employee

passenger vehicles and grants the City certain rights to use 1st Street as a public right-of-way and

provides easement rights to the City for the design, construction, use and maintenance of a

sidewalk proposed for the north side of Newark Street, as same is reflected in Exhibit B

(collectively, the “New Grant of Reciprocal Permanent Easements”).

c. Form of New Grant of Reciprocal Permanent Easements: A

form of the New Grant of Reciprocal Permanent Easements, which has been preliminary

approved by the USPS, is appended to the proposed form of ordinance attached hereto as

Exhibit QQ that is being simultaneously considered by City Council for approval as required by

the Applicable Laws to permit the City’s execution of same. In the event that City Council

40
approves such ordinance but the USPS requires revisions to the approved form of the New Grant

of Reciprocal Permanent Easements that are substantial in nature, City and Redeveloper shall

cooperate to revise the form of the New Grant of Reciprocal Permanent Easements accordingly;

provided, however, that such revised form shall remain subject to a new City Council approval

by ordinance. In such event, Redeveloper shall provide to the Director a new form of New Grant

of Reciprocal Permanent Easements that has been pre-approved by USPS no later than sixty (60)

days before anticipated issuance of a temporary Certificate of Occupancy and the Director shall

provide any comments in response no later than forty-five (45) days before anticipated issuance

of a temporary Certificate of Occupancy. Once a mutually acceptable New Grant of Reciprocal

Permanent Easements has been arrived at, same shall be promptly submitted to City Council for

consideration. Provided the City Council approves a New Grant of Reciprocal Permanent

Easements, the City shall deliver such executed New Grant of Reciprocal Permanent Easements

to Redeveloper by or on the date of issuance of a temporary Certificate of Occupancy for the

Hotel. Redeveloper shall obtain the signature of the USPS on the New Grant of Reciprocal

Permanent Easements by or on the date of issuance of a temporary Certificate of Occupancy for

the Hotel and Redeveloper shall record same, at no cost to the City. Redeveloper shall promptly

provide the City and USPS with evidence of recording of the New Grant of Reciprocal

Permanent Easements and the Parties agree that the provision of such evidence of recording of

the New Grant of Reciprocal Permanent Easements shall be a condition precedent to the issuance

of a temporary Certificate of Occupancy for the Hotel.

d. Utilization of On Street Parking Spaces During

Construction: During Project construction, until the issuance of a temporary Certificate of

Occupancy, Redeveloper may permit construction vehicles to utilize the three (3) on-street

41
parking spaces located on 1st Street that are reserved to the USPS in the New Grant of Reciprocal

Permanent Easements for passenger vehicle parking, provided Redeveloper obtains USPS

consent to same.

ii) Sidewalks and Streetscaping: sidewalks shall be constructed or

improved by Redeveloper to create the aesthetic of a connection to the pedestrian plaza that

exists along the Waterfront Walkway, and streetscaping shall be implemented, all as set forth on

the Landscape/Lighting/Streetscape Plan attached hereto as Exhibit R (“Streetscaping Work”);

the Parties acknowledge and agree that final material selections of and locations for use within

the ROWs adjacent to the Project Site (e.g. sidewalks, planting areas, curbs, street beds,

intersections, crosswalks, street furnishings, seating/benches, bike racks, lighting fixtures, trash

receptacles, etc.), shall be reviewed and approved in writing by the City’s Transportation

Director as a condition precedent to the issuance of any demolition or construction permit

(“Transportation Director Approval”).

c) Bicycle Circulation: bicycle circulation shall be as set forth on the Site

Plan.

d) Traffic Circulation: traffic circulation shall be improved at certain

intersections in the vicinity of the Project Site that are impacted by the Project, as shown on the

Site Plan, and a depiction of turning radii for trucks operating in the area of the Project is shown

on the Circulation Plan attached hereto as Exhibit N.

e) Sustainable Elements: sustainable and grey and green infrastructure

elements shall be included both in the design, construction and implementation of the Hotel as

set forth hereinbelow and on the Pervious Coverage Plan attached hereto as Exhibit U, all in

42
accordance and compliance with all applicable Legal Requirements including but not limited to

the City’s Flood Damage Prevention Ordinance.

i) LEED Silver Standards: the Hotel shall qualify for LEED Silver

Certification under LEED v4 for Building Design and Construction as same has been established

by the U.S. Green Building Council using the strategies and techniques as more particularly

described in Exhibit V. Exhibit V includes a table of the LEED categories for which points can

be achieved. Redeveloper will update the Exhibit V checklist monthly during design and

construction to indicate which strategies are actually being incorporated into the project and the

current point total. The updated Exhibit V checklist and narrative explanation of how selected

strategies are to be met will be included in the Redeveloper’s monthly Progress Report (Exhibit

D); and

ii) Storm Water Management Components: Redeveloper shall

implement storm drainage facilities and certain stormwater management components within the

Project, as same are shown on the Drainage Plan attached hereto as Exhibit W, and as further set

forth below, all of which shall be reflected in more detail by a complete Stormwater

Management Plan to be submitted to the Director in advance of/for the Consistency

Determination, and ultimately reviewed and approved by the Planning Board Engineer as part of

the Planning Board’s subdivision and site plan review and approval process (“Planning Board

Engineer Approval”), unless otherwise specified below:

a. Design Flood Elevation and Flood Protection: Redeveloper

shall implement the following flood protection measures: (1) the Hotel shall be elevated as

established by the City’s Flood Damage Prevention Ordinance, and as further set forth on the

Advisory Base Flood Elevations Map attached hereto as Exhibit X, with the Parties expressly

43
agreeing and acknowledging that the Post Office Property is not subject to the jurisdiction

thereof; (2) the ground floor of the Hotel, including the retail space component of the Project,

shall be wet-floodproofed in accordance with the Flood Damage Prevention Ordinance to be

documented as part of the application for site plan approval to the Planning Board, as further

described on Exhibit O; (3) all requested DFE documents reflecting the conditions of the

Rehabilitation Area before and after the construction of the Project shall be promptly provided to

the City; (4) as further set forth in Section 2.3 and as a condition precedent to the submission of

any application to the Planning Board for site plan approval, a Pre-Certification Letter, materials

specifications, schematic construction and engineering drawings for those portions of the Hotel

below DFE shall be submitted to the City, demonstrating compliance with FEMA-certified

building materials and construction methods for development in a V-Zone; (5) as further set forth

in Section 2.1(6)(e)(ii)(a) and as a condition precedent to the issuance of any demolition or

construction permit, a Floodplain Permit from the City shall be obtained (“Floodplain Permit”);

and (6) as further set in Section 7.1(4) and as a condition precedent to the issuance of a

permanent Certificate of Occupancy, Redeveloper’s Engineer shall submit to the Director a

‘Finished Construction’ Elevation Certificate and a Certificate of Compliance, certifying

compliance with FEMA-certified building materials, as installed, and construction methods for

development in a V-Zone including with regard to the satisfaction of minimum requirements and

design standards established by FEMA and ASCE24 (collectively, “Certificate of

Compliance”); and

b. Subsurface Storm Water Detention System: installation,

operation and maintenance, at no cost to the City, of a stormwater detention system which will

be: (1) designed in accordance with all applicable Legal Requirements; (2) located within the

44
area identified as such on the Drainage Plan attached hereto as Exhibit W; and (3) capable of

capturing not less than 8,200 gallons of stormwater; and

c. Combined Sewer Overflow: the storm water and sanitary

systems for the Project shall be separated and shall include check valves at the tie-ins to existing

stormwater and sanitary system lines, as applicable, specifications for which shall be subject to

review and written approval by the City’s Engineer and which such written approval the Parties

agree shall be a condition precedent to the issuance of any demolition or construction permit

(“City Engineer Approval”); and

f) Utility Infrastructure Improvements: In addition to any other infrastructure

improvements referenced herein, the construction of any improvement, including any utility

necessitated, or required by the implementation of, and to serve, the Project or any portion

thereof, which is located on or off the Project Site, or any portion thereof, including but not

limited to electric power transmission lines, sewer transmission conduits or pipes, water lines or

pipes, storm sewers, telephone transmission lines, television cable lines or other such utilities,

which plan shall be included in Redeveloper’s site plan application to the Planning Board and

be approved by the Planning Board Engineer and shall be subject to final utility connection

coordination between Redeveloper and each relevant utility provider (collectively, the “Utility

Infrastructure Improvements”), in accordance with all applicable Legal Requirements. The

Redeveloper shall design and construct or cause to be constructed all Utility Infrastructure

Improvements in a good and workmanlike manner and in accordance with all applicable Legal

Requirements. Redeveloper shall post performance and maintenance bonds as may be required

by the Municipal Land Use Law; and

45
 g) View Corridor from Newark Street and River Street: the Parties

acknowledge that Redeveloper has provided the view corridor simulation as set forth on the

Approach Views attached hereto as Exhibit AA (the “View Corridor Simulation”) to illustrate

the impact of the Project in that regard and the Project shall be constructed in accordance with

same; and

h) Shadow Study: the Parties acknowledge that Redeveloper has provided the

shadow study as set forth on the Shadow Analysis attached hereto as Exhibit BB (the “Shadow

Study”) to illustrate the impact of the Project in that regard and the Project shall be constructed

in accordance with same; and

7. Traffic Circulation: the circulation revisions and improvements within and

around Newark Street, Sinatra Drive, First Street, and River Street described in the Traffic and

Parking Study shall be implemented, with the Site Plan depicting those actions to be taken in

connection therewith.

a) Traffic Signal Warrant Analysis: Redeveloper has conducted the traffic

signal warrant analysis as recommended in the correspondence of Bright View Engineering,

dated June 5, 2019, attached hereto as Exhibit NN. The warrant analysis is attached hereto as

part of the Traffic and Parking Study.

i) First Street & Hudson Street: The warrant analysis indicated a

traffic signal at the intersection is warranted. Redeveloper shall construct the signal at no cost to

the City.

ii) Second Street & Hudson Street: The warrant analysis indicated a

traffic signal at the intersection is warranted. Redeveloper shall construct the signal at no cost to

the City.

46
 iii) Condition Precedent to Certificate of Completion: The Parties

acknowledge and agree that the traffic signal work described in (i) and (ii) above shall be

completed and, if applicable, inspected and approved in writing by the City’s Transportation

Director, as a condition precedent to the issuance of a Certificate of Completion.

8. Transportation Demand Management: the Parties shall cooperate to further the

objectives of the TDMP, which comprise Section A-6 of the Traffic and Parking Study and

which include availability of mass transit, parking availability, availability of sidewalks,

bicycling, staggered hours and telecommuting, and the employment of a Hotel Travel and

Parking Coordinator, as follows:

a) Establishment of TDM Programming: Redeveloper shall submit or cause

to be submitted by the Hotel Travel and Parking Coordinator, detailed, written, proposed

transportation demand management programming to the Director for input, revision and

approval, which shall include specific information regarding the administration of same and

enrollment targets (“TDM Programming”). The Director’s written approval of said TDM

Programming shall be a condition precedent to the issuance of a permanent Certificate of

Occupancy for the Hotel or any portion thereof.

b) Implementation of TDM Programming. Redeveloper shall utilize or cause

to be utilized by the Hotel Travel and Parking Coordinator reasonable commercial efforts to

implement the TDM Programming as same has been approved by the Director. Without regard

to the actual effectiveness of the TDM Programming, if City believes that Redeveloper has

failed to make reasonable commercial efforts to implement same, City shall provide written

notice thereof to Redeveloper. Within ten (10) days thereafter, Redeveloper and Director shall

meet to discuss the City’s concerns, and Redeveloper shall then make reasonable commercial

47
efforts to address such concerns. If, following such efforts, the Parties remain in dispute, the

Parties shall retain a mutually-acceptable qualified transportation planner to assist in mediating

the dispute, at Redeveloper’s sole cost. If such mediation is unsuccessful, and the City brings

suit against Redeveloper and obtains a final favorable ruling that Redeveloper has failed to

make reasonable commercial efforts to implement the TDM Programming, Redeveloper shall

pay to the City, as liquidated damages, an amount equal to $1,000.00 per week (i.e. any portion

or all of the 7-day period) until such time as Redeveloper has made reasonable commercial

efforts to implement same.

c) Annual TDM Report: Redeveloper shall, by March 31st of each calendar

year that the Hotel shall be in operation, cause the Hotel’s Travel and Parking Coordinator to

submit to the Director an annual TDM report, covering the period of January 1 through

December 31 of the preceding year, detailing actual enrollments as compared to the enrollment

targets referenced above, evaluating the effectiveness of the TDM Programming which was

implemented (as same was approved by the Director in writing) and proposed enhancements for

improvement, as the case may be, which shall also be subject to review and written approval by

the Director (“Annual TDM Report”). In the event that the Annual TDM Report is not

submitted by March 31 of any given year, Redeveloper shall pay to the City, as liquidated

damages, an amount equal to $1,000.00 per week (i.e. any portion or all of the 7-day period)

that the report is late. Redeveloper acknowledges and agrees that the ongoing Annual TDM

Report requirements hereunder shall be included in the Redeveloper’s Declaration as covenants

which shall expressly survive the issuance of a Certificate of Completion and shall run with the

land that will comprise the Hotel Site.

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 SECTION 2.2. Governmental Approvals. The Redeveloper shall use diligent efforts

to secure, or cause to be secured, any and all Governmental Approvals and shall carry out the

Project and all components thereof in conformance therewith. The Redeveloper shall have the

right, but not the obligation, to appeal a denial or unfavorable ruling as to any Governmental

Approval, or any unsatisfactory condition, or to defend an appeal, in Redeveloper’s sole

discretion, of any Governmental Approval. As to any approval of the Project by the Planning

Board of the City of Hoboken (the “Planning Board”), in the event such approval is overturned

on appeal, the Redeveloper shall have the right, but not the obligation, to reapply to the Planning

Board with such modifications as are required to obtain approval, subject to the provisions

herein. The City shall fully cooperate with Redeveloper in obtaining all Governmental

Approvals.

SECTION 2.3. Prior Approval by Director of Community Development of

Preliminary and Final Site Plan Applications.

1. Review of Planning Board Application by Director: The Redeveloper shall

diligently prepare and submit to the Planning Board applications, as applicable, for preliminary

and/or final subdivision and site plan approval, prepared by a State of New Jersey licensed

architect, surveyor and/or engineer for the development and construction of the Project and all

such components. As a condition precedent to the submission to the Planning Board of any

application for preliminary and final subdivision and/or site plan approval, including any

amendment to any approved preliminary and/or final subdivision and/or site plan approval, the

Redeveloper shall submit a copy of said application to the Director for a determination that the

application complies in all material respects to the terms of this Agreement, including all

Exhibits attached hereto (the “Consistency Determination”) which determination shall be made

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within twenty-one (21) days of the Director’s receipt of the application (the “Consistency

Determination Review Period”). If the Director determines that the application does not

comply with the terms of this Agreement and/or the Redevelopment Plan, as may be amended,

then the Director shall notify Redeveloper within the Consistency Determination Review Period

in reasonable detail of the changes required for the application to conform in all material

respects. Any subsequent submission of a revised application to address any non-compliance

identified by the Director shall re-start the Consistency Determination Review Period for a

period of ten (10) days unless, in the Director’s professional judgment, the revisions resulting

from such non-compliance are substantial in nature and require the full twenty-one (21) days to

review.

2. Submissions: Items which shall be required to be submitted to the Director for the

Consistency Determination, and which shall be included in a subdivision and/or site plan

application to be submitted to Planning Board shall include, but not be limited to, all required

submission items for such subdivision and/or site plan approval by the Planning Board, including

all engineering and architectural drawings, to be submitted to the Planning Board and in addition,

the following items as specifically outlined in other sections of this Agreement: (i) a Flood Code

Compliance Drawing detailing the ground floor of the Hotel depicting the location of vents,

break-away walls, panels or other FEMA/ASCA compliant sheathing materials with general

specifications for each; (ii) drawing of the Mezzanine depicting the location of all mechanical

and utility equipment to be elevated above DFE; (iii) Pre-Certification Letter; (iv) materials

specifications and schematic construction and engineering drawings for those portions of the

Hotel below DFE, demonstrating compliance with FEMA-certified building materials and

construction methods for development in a V-Zone; (v) Architectural Plans including renderings

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depicting the materials to be utilized such that same are representative of the actual proposed

appearance of the exterior of the Hotel structure; (vi) final Square Footage Amounts, in

accordance with Section 2.9; (vii) Utility Infrastructure Improvements in accordance with

Section 2.4; (viii) final site plans for the Public Park; and (ix) specific plans for compliance with

the City’s Flood Damage Prevention Ordinance.

SECTION 2.4. Existing Utilities. The Redeveloper acknowledges that local public

utility providers may have certain rights with respect to the Project Site and may own certain

facilities that are currently located thereupon. The Redeveloper agrees that it is its sole

responsibility to undertake the appropriate measures to negotiate with, acquire, relocate or

otherwise address the existence of these utilities and easements therefore, in order to complete

the Project, provided that the City shall furnish any appropriate order to accomplish such

relocation, consistent with the provisions of N.J.S.A. 40A:12A-10. Notwithstanding same, the

City shall use its best efforts to cooperate with and assist the Redeveloper in its efforts to achieve

positive results with regard to the local public utilities. Any reasonable costs incurred by the

City in connection with same shall be deemed a City Cost, as that term is defined herein. As a

component of its preliminary site plan application, the Redeveloper shall submit to the Planning

Board for approval, drawings, plans and/or renderings that sufficiently depict all reasonably

necessary Utility Infrastructure Improvements. In preparation for the above-described

submission, the Redeveloper will have assessed those local public utility connections that are

presently providing utilities services to the Project Site, if any (“Existing Utilities”), and will

have obtained “will serve” letters from the relevant utility providers stating that the applicable

utility will provide service to the Project. The Redeveloper shall consult local public utility

providers and the Engineer of the City of Hoboken (the “City Engineer”) with respect to all site

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work, preparation and construction, and shall take all precautions to prevent personal injury,

property damage and other liabilities related to any utilities located or to be located above, at,

under or in connection with the Project Site. Redeveloper shall be responsible for any costs of

the construction and implementation of the Utility Infrastructure Improvements and any repairs,

replacements or upgrades necessary to any Existing Utilities to provide utility service to the

Project.

SECTION 2.5. Environmental Remediation of Hotel Site

1. Remediation by Redeveloper. Redeveloper, at no cost or expense to the City,

shall complete those recommendations set forth in the letter from Excel Environmental

Resources, dated September 21, 2018 and attached hereto as Exhibit PP, including a preliminary

environmental assessment and site investigation, if necessary, of the Hotel Site and, in the event

that the soil and/or groundwater upon or originating from the Hotel Site or any portion thereof

shall contain Hazardous Substances which require investigation or remediation under

Environmental Laws, Redeveloper shall undertake the remediation of same: (a) in accordance

with all applicable Environmental Laws, including, but not limited to, to the extent same may be

required, the issuance of one or more Soil RAOs and/or Groundwater RAO and installation,

operation and maintenance of a vapor mitigation system in any building upon the Hotel Site; and

(b) in compliance with Mandatory and Regulatory Timeframes as defined and set forth within

the ARRCS (“Redeveloper’s Remediation”). The Redeveloper shall retain an LSRP in

connection with the Redeveloper’s Remediation. The Redeveloper agrees to promptly provide

the City with a copy of any environmental reporting related to the Redeveloper’s Remediation

including but not limited to Preliminary Assessment Report(s) and/or Phase I Reports, Site

Investigation Report(s) and/or Phase II Reports, Remedial Investigation Report(s), Remedial

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Action Workplan(s), Remedial Action Reports, RAOs, and all other environmental reporting and

data, as applicable, for the Hotel Site which are prepared or generated or submitted to the NJDEP

and/or the USEPA, as the case may be, now and in the future (collectively, the “Environmental

Reporting”). To the extent that any component of Redeveloper’s Remediation is proposed be

undertaken upon the Post Office Property or any portion thereof, the City acknowledges and

agrees that same shall be subject to the prior review and approval of the U.S. Post Office. In the

event that the U.S. Post Office shall decline to permit Redeveloper to undertake any such task

hereunder upon any portion of the Post Office Property, Redeveloper shall not otherwise be

required to undertake same by the City, provided however, that Redeveloper shall promptly

submit to the Director a copy of any such letter or writing issued by the U.S. Post Office

declining said permission.

2. Review and Comment by the City’s Environmental Consultant. Any

Environmental Reporting or associated scopes of work and estimates that shall be issued prior to

the issuance of the Certificate of Completion shall be subject to the review and comment of the

City’s Environmental Consultant. In the event that the City’s Environmental Consultant shall

require additional information or data, the City’s Environmental Consultant shall provide such

written comments to the Redeveloper, who shall work cooperatively with the LSRP and the

City’s Environmental Consultant to address such comments to the reasonable satisfaction of the

City or the City’s designee.

3. Implementation of Presumptive Remedy, If Required. The Redeveloper’s

Remediation, if any, shall be consistent with the proposed uses of the Hotel Site and shall

implement the applicable standard of remedy as deemed appropriate by the LSRP or otherwise

required by the NJDEP in accordance with applicable Environmental Laws.

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 4. Generation of Contamination. The Redeveloper shall be responsible for the

investigation, remediation and management (including, but not limited to, excavation,

characterization, segregation, storage, permitted reuse or off-site disposal, as applicable) of any

Hazardous Substances, which shall include soils, groundwater and vapor, generated in

connection with, caused by or discovered during any demolition or construction activities

associated with the Project in accordance and compliance with all applicable Environmental

Laws. Additionally, the Redeveloper shall not cause any release or discharge of any Hazardous

Substance (s) in connection with the Project at, on, under or upon the Hotel Site or elsewhere

within the City and any such release or discharge shall be promptly remediated in accordance

with applicable Environmental Laws. However, in the event that the Redeveloper or any agent,

employee or contractor of the Redeveloper shall cause any release or discharge of any Hazardous

Substance(s) in connection with the Project (i) at, on, under or upon the Hotel Site or (ii)

elsewhere within the City, Redeveloper shall promptly notify the City in writing and investigate

and remediate same in accordance with applicable Environmental Laws.

5. Environmental Remediation as Condition Precedent to Commencement of

Construction. The City and Redeveloper acknowledge that any groundwater remediation and

monitoring may commence prior to commencement of construction of the Project and may

continue after commencement and/or completion of construction of the Project, as may be

required. Aside from the implementation of any Control, as that term is defined herein, upon the

Hotel Site or any portion thereof, as may be applicable, under no circumstances shall

Redeveloper commence construction of the Hotel or any portion thereof unless and until any

component of the Redeveloper’s Remediation that is required by Environmental Laws to be

completed prior to the commencement of construction, if any, has been completed consistent

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with the intended use of the property and the terms of this Agreement. For the purpose of clarity,

to the extent that a component of Redeveloper’s Remediation is to be implemented through

construction of the Project, the restriction in the preceding sentence shall not apply.

6. Implementation of Institutional and/or Engineering Controls. To the extent

permitted by applicable Environmental Laws, Redeveloper may implement institutional and/or

engineering control(s) in connection with the Redeveloper’s Remediation, including, but not

limited to, capping, establishment of a Classification Exception Area (“CEA”) for groundwater,

and recording of Deed Notice(s) (collectively, “Controls”), as same are approved by the LSRP,

the NJDEP and/or the USEPA, as the case may be. Redeveloper shall be responsible for

complying with any conditions of any Remedial Action Permit (“RAP”) that is issued for any

Control to be implemented upon the Hotel Site. More specifically, subject to the terms herein,

Redeveloper shall be responsible for compliance with the terms of any applicable No Further

Action Letter, Soils RAO, Groundwater RAO, Controls and RAP(s) in accordance with all

applicable Environmental Laws, including but not limited to: (i) operating and maintaining any

vapor mitigation system or measure upon any portion of the Hotel Site; (ii) obtaining and

maintaining any RAP; (iii) preparing and filing all required biennial certifications; (iv) operating

and maintaining any Controls established in connection with the Redeveloper’s Remediation at

its sole cost; (v) conducting any future groundwater monitoring as may be required by any

Groundwater RAP associated with Redeveloper’s Remediation; and (vi) terminating any CEA as

may be appropriate upon the completion of any monitored natural attenuation and sealing any

groundwater monitoring wells upon or associated with the Hotel Site, when, if and as appropriate

and applicable (collectively, “Long Term Compliance Obligations”). Redeveloper

acknowledges and agrees that any applicable Long Term Compliance Obligations hereunder

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shall comprise covenants which shall survive the issuance of a Certificate of Completion and

shall run with the land that will comprise the Hotel Site.

7. Condition Precedent to Certificate of Completion. The establishment of a Deed

Notice, issuance of any RAPs and issuance of any RAO(s) associated with or arising out of

Redeveloper’s Remediation shall be conditions precedent to the issuance of any Certificate of

Completion to be furnished to the Redeveloper by the City for the Project, all as may be

applicable. However, the City and Redeveloper acknowledge that the time required for

Redeveloper to obtain a Groundwater RAO for the Hotel Site, if applicable, cannot be known

with any certainty at this time. Accordingly, if a Groundwater RAO for the Hotel Site, if

required, has not been issued by the LSRP at the time Redeveloper has otherwise satisfied all of

its obligations hereunder and a Certificate of Completion may otherwise be issued by the City,

then the Redeveloper shall, unless waived by the City in the form of a Resolution of City

Council, provide to the City’s Environmental Consultant, for review, comment and approval, an

itemized estimate and description of all remaining work required to obtain a Groundwater RAO

for the Hotel Site together with evidence that corresponding financial assurances and/or a

remediation funding source have been provided to NJDEP in accordance with applicable

Environmental Laws (“Groundwater Estimate”). In the event that the City’s Environmental

Consultant shall require additional information or data, the City’s Environmental Consultant

shall provide such written comments to the Redeveloper, who shall work cooperatively with the

LSRP and the City’s Environmental Consultant to address such comments to the reasonable

satisfaction of the City’s Environmental Consultant. Following the reasonable approval of the

Groundwater Estimate by the City’s Environmental Consultant, and provided that Redeveloper

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has otherwise satisfied all of its obligations hereunder and a Certificate of Completion may

otherwise be issued by the City, City shall issue the Certificate of Completion.

SECTION 2.6. Condition of Hotel Site. During the term of this Agreement,

Redeveloper shall, at its sole cost and expense, be responsible for the good care of and the

maintenance of the Hotel and the Hotel Site and keep same in a good, safe condition and in

substantial order, and shall not cause or suffer any waste with respect thereto and shall promptly,

at the Redeveloper’s sole cost and expense, make all necessary repairs and replacements to the

Project or any component thereof and any Utility Infrastructure Improvements thereupon or

associated with the Project. Redeveloper shall have no such obligations with respect to the Post

Office Property unless otherwise required by the USPS.

SECTION 2.7. Neighborhood Impacts. The Redeveloper and the City acknowledge

that the construction and implementation of the Project may have certain impacts on the

community surrounding and in the vicinity of the Project. Although it is anticipated that the

Project will provide many positive effects on the community, it is also recognized that the

construction and implementation of the Project may result in some temporary inconveniences

during the time that development and construction takes place. As such, the Redeveloper shall

comply with the Construction Phasing, Logistics and Mitigation Plan addressing, inter alia, the

potential negative impacts of the construction on nearby residences and businesses, and

consistent with the high level of skill and care ordinarily exercised by developers of first class

hotels and commercial/retail developments. Redeveloper shall make all reasonable efforts to

minimize any negative impacts, including noise, vibration, odors, and rodents and any other

temporary inconveniences caused by or related to the construction of the Project. The

Redeveloper expressly acknowledges and agrees that any construction activities associated with

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the Project shall be conducted in full compliance with the Ordinances of the City of Hoboken

then existing, including, but not limited to, the City of Hoboken Noise Control Ordinance and the

City of Hoboken Flood Damage Prevention Ordinance, which are fully incorporated herein by

reference. Redeveloper hereby expressly acknowledges that no work shall be undertaken on site

in violation of the City’s Noise Control Ordinance. In the event that any such work is proposed

to be undertaken on site during ‘after hours’ or on ‘weekends’, as those terms are contemplated

by the Noise Control Ordinance, then Redeveloper shall submit a written request to City Council

for authorization at least two (2) weeks in advance together with any documentation as may be

required by the Noise Control Ordinance. Notwithstanding anything to the contrary or otherwise

in the Noise Control Ordinance, Redeveloper’s written request shall be subject to review and

approval by City Council, which approval shall be in the form of a Resolution. Redeveloper

expressly acknowledges and agrees that the Construction Phasing, Logistics and Mitigation Plan

shall not be materially modified (expect with respect to the execution of a Post Office Lease as

may be applicable) without formal approval of the City, which shall be by Resolution of the City

Council. Redeveloper shall provide the Director with copies of any such updated version of the

Construction Phasing, Logistics and Mitigation Plan. As further reflected on Exhibit J,

mitigation techniques will include but not be limited to the following:

1. Noise Mitigation:

a) All motorized equipment shall be operated with a muffler and/or other

sound reduction device;

b) Idling of delivery vehicles shall be minimized;

c) Vehicle horns shall not be used except as a warning;

d) Stage delivery vehicles at designated area offsite, if available;

e) Position noise generating equipment such as generators and compressors

away from noise sensitive neighbors;

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 f) Route deliveries and traffic away from noise sensitive neighbors;

g) Consider alternative construction methods when available.

2. Dust Mitigation:

a) Install fabric on construction fencing;

b) Provide adequate watering of the site during demolition and site work;

c) Cover all loads entering and leaving site;

d) Use water as suppressant for cutting equipment;

e) Install and maintain tracking pads with tire washing equipment;

f) Install and maintain all required soil erosion measures;

g) Provide street sweeping daily and as otherwise required;

h) Adjust work plans during high winds;

i) Enclose operations which generate high levels of dust.

3. Miscellaneous Measures:

a) Develop and implement a plan to communicate upcoming project

activities, schedule and potential disruptions with stakeholders including neighbors;

b) Respond to neighborhood concerns and respond to reasonable complaints

in a timely manner;

c) Designate a responsible point of contact;

d) Develop and implement a pest control program.

SECTION 2.8. Traffic Management During Construction.

1. Minimization of Traffic Effects. The Redeveloper and the City agree that the

direction, flow and amount of traffic in and around the Rehabilitation Area are issues to be

addressed during the construction of the Project. The Redeveloper shall all exert reasonable

efforts to minimize any traffic effects caused by the construction of the Project upon the

surrounding neighborhoods and traffic management shall be implemented consistently. The

traffic management responsibility of the Redeveloper during construction shall, at a minimum,

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consist of maintenance of traffic with a minimum of one (1) means of access at all times for

emergency vehicles and for the businesses along Newark Street, east of River Street. Where

necessary, steel plates shall be employed to provide for the maintenance of traffic, as may be

directed by the City Engineer or other such agent of the City. Redeveloper shall be required to

obtain written permission before any street or roadway may be completely closed to traffic for

any period of time. Redeveloper shall submit a written request in advance of any need for such

closure to the City Engineer and City of Hoboken Police Department, with a copy to the

Director. Upon receiving written permission from the City Engineer and the City of Hoboken

Police Department to completely close any street or roadway for any period of time, Redeveloper

shall so notify the Director in writing. Traffic control devices shall conform to the latest edition

of the Manual on Uniform Traffic Control Devices. Access to any driveways shall be

maintained at all times; no driveways shall remain blocked overnight for any reason. The

Redeveloper shall conduct its operations in such manner as to provide safety for the public and

all employees upon the Project Site as well as the surrounding properties. The Redeveloper shall

provide suitable bridges, barricades, fences, railings, or other such protection about open

trenches or excavations and any necessary traffic directors, detour signs, lights and signals for

any obstruction to traffic. Any hazard warning lights shall be transistorized, double face, flash

type. All costs related to traffic management and any diversion during construction which are

directly related to the Project shall be the sole responsibility of the Redeveloper.

2. Improvements on the Perimeter of Project Site. The Redeveloper shall take all

measures necessary to ensure that any improvements on the perimeter of the Project Site,

including roadways that are adjacent to the Project Site, shall not be disturbed or damaged,

unless, in the reasonable judgment of the City’s Engineer, such disturbance or damage is

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unavoidable even when the Redeveloper is performing the construction activities associated with

the Project with extraordinary care to mitigate damage to the perimeter of the Project Site. In

instances where such disturbance or damage is unavoidable, the Redeveloper shall be responsible

for the prompt restoration of such disturbed or damaged improvement, with the prior consent of

the City, which shall not be unreasonably withheld or delayed. Additionally, to the extent that

any streets or portions of streets become damaged as a result of the construction or

implementation of the Project, Redeveloper shall promptly, upon completion of the Project and

prior to the issuance of any Certificate of Occupancy, completely repave, from curb to curb, that

entire portion of said street which is damaged or degenerated (rather than patching, repairing, or

repaving only the limited, specific damaged or degenerated area). The Redeveloper expressly

agrees to comply with all applicable Legal Requirements and standards in the industry to

adequately address these concerns to the satisfaction of the City and further, the Redeveloper

agrees to have a sound, responsible plan prepared, prior to the commencement of construction, in

order to reasonably address such concerns, as may be or become necessary.

SECTION 2.9. Square Footage Amounts. The square footage amounts set forth herein

represent Redeveloper’s best estimates and shall be finalized as part of Redeveloper’s site plan

application to the Planning Board, which shall be subject to the Consistency Determination

Review procedure in accordance with the terms herein.

SECTION 2.10. First Source Employment. The Redeveloper shall make or cause to be

made, as applicable, good faith efforts to first employ, and to cause its contractors and

subcontractors to first employ, residents of the City in connection with the construction and

implementation of the Project and the operation of the Hotel, subject to union rules and

requirements and the applicable collective bargaining agreements (if any) and any other

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applicable Legal Requirements. Further, the Redeveloper shall ensure that all contractors and

subcontractors engaged in the construction of the Project, of whatever tier, participate in a

registered apprenticeship program, which is registered with and approved by the United States

Department of Labor and which provides each trainee with combined classroom and on-the-job

training in an occupation recognized as an apprenticeable trade and meets the program standards

of enrollment and graduation under 29 C.F.R. § 29.6., for each craft they employ.

SECTION 2.11. Prevailing Wages. To the extent required by law, the Redeveloper

shall pay all workers or employees employed in connection with the construction and completion

of any “public work” (as such term is defined in N.J.S.A. 34:11-56.26) portion of the Project not

less than the prevailing rates of wages, as provided in the Legal Requirements applicable to the

City's public work contracts, including, without limitation N.J.S.A. 34:11-56.25, et seq. The

Redeveloper shall ensure that all Project Agreements contain appropriate language to effectuate

this provision. The Redeveloper hereby covenants to enforce its Project Agreements if any party

thereto is not in compliance with this provision.

SECTION 2.12. Labor Peace Agreement. Attached as Exhibit MM is an agreement

between the Hotel & Motel Trades Council, AFL-CIO and Redeveloper regarding the process by

which certain Hotel employees will exercise their right to choose whether or not to be

represented for the purposes of collective bargaining.

SECTION 2.13. Public Benefits. The Hotel shall create a number of programs/events

which are expected to benefit the local community and which shall provide financial support

thereto, which shall include the following:

1. Dedicated Internship Program: an internship program to be established with

colleges and universities within Hudson County, including Stevens Institute of Technology,

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focusing in such hospitality areas such as Front Desk, Sales & Marketing, Accounting, and Food

& Beverage, to the extent same is acceptable to the college or university, as the case may be.

2. ‘Day on the Job’ Hospitality Training: a training program to be established with

high school students within Hudson County, giving priority to City of Hoboken residents, all

things equal.

3. Facilities: excluding each December 31st, Legal Holidays, weekends during

which a Legal Holiday falls, weekends on which a Legal Holiday falls the day before the

weekend or the day after the weekend (i.e., on Friday or Monday), and days upon which

fireworks displays are visible from the City waterfront, the Hotel, upon reasonable advance

written notice (which shall be no less than thirty (30) days prior to the requested event) and

subject to such meeting space not being previously booked or reserved by another party by said

timeframe, shall provide complimentary meeting/function facilities (including set-up and room

preparation, but excluding food, beverage, parking and audio visual and communication

services) to accommodate up to two hundred and fifty (250) attendees at seated tables, on no

more than three (3) occasions annually from the date of the Hotel opening, for the Hoboken State

of the City address or any other event as may be identified by the City such as, inter alia, an

event to benefit the local Hoboken school system or an event to benefit local first responders

including firefighters, police, etc. If the City schedules such events and fewer than two hundred

and fifty (250) people actually attend, the requirement shall nevertheless be deemed satisfied.

4. Other Community Benefits.

a) Infrastructure Improvements: Included on the plans and narratives

attached as Exhibits G, N, R, and W hereto are improvements to the infrastructure in and about

the Project Site for streetscaping, paving and sidewalks, lighting, utilities, landscaping, storm

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water control, and creation of a pocket park that are estimated to cost approximately $1.5

million. In addition, the Redeveloper shall, during the period of Hotel construction, construct

and implement certain infrastructure improvements for public purposes that are linked to the

impact of the Hotel, such improvements to be within or about the Rehabilitation Area in the 1st

Ward of the City in an amount not less than $165,000.00 (“First Ward Improvements”), with

such improvements (i.e., one or more) having been selected by the City from the alternatives set

forth on Exhibit II, which alternatives have been preliminary identified by the City, in

accordance with the provisions of the LRHL. Upon the commencement of or during

Redeveloper’s construction activities (but no later than a date that reasonably permits

Redeveloper to integrate the construction of such improvements into the construction

scheduling and processes for the Hotel), the Director shall advise Redeveloper in writing with

regard to which First Ward Improvements have been selected by the City, and the City and

Redeveloper shall thereafter cooperate with each other in arriving at a reasonably agreed-upon

scope of work, estimate and other such terms as may be necessary and appropriate for the

implementation of each of the First Ward Improvements to be undertaken by Redeveloper.

Redeveloper shall utilize best efforts and diligently commence and complete the First Ward

Improvements, endeavoring to achieve same prior to the completion of construction of the

Hotel, to the extent practicable, but, in any event, Redeveloper acknowledges and agrees that no

permanent Certificate of Occupancy shall be issued unless and until all such First Ward

Improvements have been fully constructed and implemented, and inspected by the City in order

to assure compliance, which inspection shall be promptly undertaken upon receipt by the City

of written notice from the Redeveloper that the First Ward Improvements have been

substantially completed.

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 b) Deposit of Escrow Funds: Separate and apart from the obligation to

construct the First Ward Improvements, the Redeveloper shall deposit Three Million Two

Hundred Thousand Dollars ($3,200,000) (the “Escrow Funds”) into an interest-bearing escrow

account with an escrow agent, to be designated in writing (the “Escrow Account”) by the City

and reasonably acceptable to Redeveloper. The City shall have previously entered into an

agreement with such escrow agent (the “Escrow Agreement”), as same may be authorized by

Resolution of the City Council. Redeveloper shall deposit the Escrow Funds into the Escrow

Account so specified by the City in writing at least five (5) business days prior to the

Redeveloper’s application for a temporary Certificate of Occupancy for the Hotel, such deposit

being a precondition to City’s obligation to issuance of such temporary Certificate of

Occupancy. Evidence of said deposit of the Escrow Funds shall be promptly provided to the

Director by Redeveloper.

c) Utilization of Escrow Funds: The Escrow Funds shall be utilized by the

Redeveloper as directed in writing by the City, pursuant to the process set forth below,

for/towards one or more projects with specific public purposes within or about the Post Office

Rehabilitation Area (collectively, the “Community Projects”), as determined by the City in its

sole discretion, to be undertaken by Redeveloper. Such Community Projects shall be funded by

the Escrow Funds, pursuant to the process set forth below, and shall address the impact of the

Hotel on infrastructure, the community and community services. In accordance with the

provisions of the LRHL, these public purposes may include the following to the extent they are

supported by findings made by the City linking the purpose of the Community Project to the

impact of the Hotel:

 Infrastructure improvements and maintenance designed to improve, update,

beautify, make resilient or otherwise enhance public facilities or rights of way;

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  Flood control;
 Enhanced storm water retention;
 Improved bicycle and pedestrian access and safety;
 Improved access to and safety of local parks and recreation areas;
 Conservation of energy and potable water;
 Furthering open space initiatives; and/or
 Transit/transportation/traffic/parking improvements.

The process for the Redeveloper’s construction and implementation of any

Community Project shall be substantially as follows:

The Director shall identify the specific Community Project for which Escrow

Funds are to be utilized by Redeveloper and shall request that Redeveloper provide a proposed

scope of work with respect to same, such scope of work to be submitted to the Director for

review within thirty (30) days of such request, or as soon as practicable thereafter. Once the

Director and Redeveloper have preliminarily agreed upon the scope of work for a Community

Project, Redeveloper shall provide or obtain a proposed cost estimate for same, such estimate

to be submitted to the Director for review within thirty (30) days of such preliminary

agreement, or as soon as practicable thereafter. The Director shall approve or reject such

estimate and, in the latter case, may request that Redeveloper submit an estimate prepared by

another contractor/supplier for the same scope of work or for a revised scope of work as may

be identified by the Director in writing. Upon preliminary approval of an estimate by the

Director, the City and Redeveloper shall cooperate with each other in order to prepare a written

agreement detailing, inter alia, (i) the Community Project to be undertaken by Redeveloper;

(ii) the anticipated costs of the Community Project; (iii) access required for the construction

and implementation of the Community Project, if applicable; (iv) the process for withdrawal of

Escrow Funds to fund the Community Project; and (v) any other such issues related to the

Redeveloper’s construction and implementation of the Community Project (referred to herein

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as a “Letter Agreement”). City Council shall then consider adoption of a resolution

approving such Letter Agreement, and following the adoption thereof and the expiration of all

appeal periods for such resolution without an appeal having been taken or any such appeal

having been resolved in favor of the City, Redeveloper shall diligently and promptly proceed to

undertake and fully construct and implement the Community Project in accordance with the

terms of the Letter Agreement and all Applicable Laws.

Redeveloper expressly acknowledges and agrees that any failure of Redeveloper

(or its successor or assign, as may be applicable, and pursuant to Section 6.5 hereof) to comply

with any provision herein regarding Community Benefits, including with regard but not limited

to, the deposit of the Escrow Funds or the provision of any proposed scope of work or estimate

requested by the City, shall constitute an Event of Default and the City shall have all remedies

available to it, as provided at law, in equity and hereunder pursuant to Article XIII.

d) Legal Challenges: Any legal challenge to the City’s directives with regard

to how the Escrow Funds will be utilized shall not affect the City’s issuance or the continued

effectiveness of any Certificate of Occupancy for the Hotel.

e) Unspent Escrow Funds: In the event any Escrow Funds remain unspent or

otherwise unallocated pursuant to the terms herein, on the eight-year anniversary of the issuance

of the permanent Certificate of Occupancy for the Hotel, with such date to be tolled during the

continuation of any Tolling Event not caused by City, said funds shall be returned to the

Redeveloper or its successors and/or assigns, and the above-referenced Escrow Agreement shall

provide for same. For purposes of this paragraph, the term “unallocated” shall mean that no

scope of work or estimate for any Community Project is outstanding or has otherwise been

requested in good faith by the Director to be submitted by Redeveloper.

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 SECTION 2.14. Certificates of Occupancy. Promptly upon completion of the

construction of the Project or applicable component thereof, and in accordance with the

Governmental Approvals, the Redevelopment Plan, as may be amended, and this Agreement, the

Redeveloper shall apply for and diligently pursue issuance of a Certificate of Occupancy from

the City for each component of the Project as required. The Parties acknowledge and agree that

the issuance of a Certificate of Completion is not a prerequisite to obtaining a Certificate of

Occupancy.

SECTION 2.15. Certificate of Completion. Upon completion of the Project, and

subject to the terms herein with regard to any Groundwater RAO, as may be applicable,

Redeveloper may request, in writing, the issuance of a Certificate of Completion. Redeveloper

hereby expressly acknowledges and agrees that a Certificate of Completion for the Project shall

not be issued unless and until each aspect of the Project is fully completed (or bonded in

accordance with the provisions herein). Upon issuance of a Certificate of Completion as to the

Project Site, the conditions determined to exist at the time the Project Site was determined to be

an area in need of redevelopment or rehabilitation, as applicable, shall be deemed to no longer

exist, and the real property and any improvements thereupon shall not be subject to any right of

eminent domain that may have existed as a result of those determinations. The City shall not

unreasonably withhold or delay the delivery of the Certificate of Completion. If the City, in its

reasonable discretion, determines that the Redeveloper is not entitled to a Certificate of

Completion, the City shall, at the written request of the Redeveloper, provide the Redeveloper

with a written statement of the reasons the City refused or failed to furnish a Certificate of

Completion. If the reason for the refusal is confined to (i) the immediate availability of specific,

minor finish or punchlist items not interfering with the use of the Project or (ii) completion of

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certain limited elements, such as landscaping or paving, that cannot be completed at such time

due to seasonal considerations, the City shall issue its Certificate of Completion upon the posting

of a bond to the extent not covered by existing bonds (or other reasonably satisfactory security)

by the Redeveloper with the City in an amount representing the fair value of the items not yet

completed, as same is determined by the City Engineer, in order to secure Redeveloper’s

obligation to complete such items after issuance of the Certificate of Completion.

SECTION 2.16. Prohibition Against Suspension, Discontinuance or Termination.

The Project Schedule, attached hereto as Exhibit CC, shall control the progress and completion

of all aspects of the Project. The Redeveloper shall make a good faith effort to diligently adhere

to the completion dates set forth in the Project Schedule, subject only to extensions for delays

resulting from Force Majeure or a Tolling Event. The Redeveloper and the City shall not

willfully suspend or discontinue its respective performances of its obligations under this

Agreement (other than in the manner provided for herein) for any reason other than an event of

Force Majeure or other Tolling Event. Any suspension or discontinuance of the Redeveloper’s

performance of its obligations under this Agreement shall only be valid to the extent and for the

period of time that such performance is substantially limited or prevented as a proximate result

of such occurrence.

SECTION 2.17. Cooperation. The Parties shall fully cooperate with each other as

necessary to complete and implement the Project, including with regard to the Redeveloper’s

Remediation and the RAP(s), as applicable, the good faith negotiation of any additional

agreements that may be required in order to effectuate the goals and objectives of this

Agreement, and any amendment of this Agreement; provided, however, that such actions shall

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not result in a material increase in the Parties’ respective obligations hereunder or a material

decrease in the Parties’ respective rights hereunder.

SECTION 2.18. Term. This Agreement shall become effective upon the Effective

Date, subject to any Conditions Precedent set forth herein, and shall remain in full force and

effect from such date until the Project has been fully completed and implemented, as evidenced

by the issuance of a Certificate of Completion for the entirety of the Project, in accordance with

the terms of this Agreement, the Redevelopment Plan, as may be amended, and the final site plan

and any other Governmental Approvals.

ARTICLE III

INTENTIONALLY DELETED

ARTICLE IV

GENERAL REPRESENTATIONS AND WARRANTIES

SECTION 4.1. Representations and Warranties by Redeveloper. The Redeveloper

hereby represents and warrants the following to the City, for the purpose of inducing the City to

enter into this Agreement and to consummate the transactions contemplated hereby, all of which

shall be true as of the Effective Date of this Agreement:

1. Authorized to Conduct Business in the State of New Jersey. The Redeveloper is a

limited partnership of the Commonwealth of Pennsylvania, authorized and qualified to do

business in the State of New Jersey, is in good standing under the laws of the State of New

Jersey, and has all requisite power and authority to carry on its business as now and whenever

conducted, and to enter into and perform its obligations under this Agreement.

2. Authority to Enter into Agreement. The Redeveloper has the legal power, right

and authority to enter into this Agreement and the instruments and documents referenced herein

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to which Redeveloper is a party, to consummate the transactions contemplated hereby, to take

any steps or actions contemplated hereby, and to perform its obligations hereunder.

3. Binding Upon Redeveloper. This Agreement is duly executed by the Redeveloper,

and is valid and legally binding upon the Redeveloper and enforceable in accordance with its

terms. The execution and delivery hereof shall not constitute a default under or violate the terms

of any indenture, agreement or other instrument to which the Redeveloper is a party.

4. No Pending or Threatened Litigation. To the best of the Redeveloper’s

knowledge, there is no pending or threatened litigation, suit, proceeding, or investigation that

would prevent the Redeveloper from performing its duties and obligations hereunder or have a

material adverse effect on the financial condition of the Redeveloper or its members, except as

set forth in Exhibit FF, attached hereto and incorporated herein by reference. The Redeveloper

shall notify the City of any and all litigation that could potentially prevent the Redeveloper from

performing its duties and obligations hereunder.

5. Materials and Documentation Submitted to the City. To the best of the

Redeveloper’s knowledge, all materials and documentation submitted by the Redeveloper and its

agents to the City were, at the time of such submission, and, unless modified, replaced or

superseded by documents or written communications subsequently submitted by Redeveloper

and its agents to the City, as of the Effective Date of this Agreement, materially accurate, and the

Redeveloper shall continue to inform the City of any material changes in the documentation

submitted, including any updated or new environmental reporting.

6. Sworn Statement. The Redeveloper shall, at such times as the City may request,

furnish the City with a complete statement sworn and subscribed to by the General Partner of the

Redeveloper identifying all persons holding ownership interests, equitable interests or beneficial

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interests in the Redeveloper to the extent that such interest exceeds ten (10%) percent and the

extent of their respective holdings.

SECTION 4.2. Representations and Warranties by the City. The City hereby

represents and warrants the following to the Redeveloper to consummate the transactions

contemplated hereby, all of which shall be true as of the Effective Date of this Agreement:

1. Authority to Enter into Agreement. The City has the legal power, right and

authority to enter into this Agreement and the instruments and documents referenced herein to

which the City is a party, to consummate the transactions contemplated hereby, and to perform

its obligations hereunder.

2. Binding Upon the City. This Agreement is duly executed by the City and is valid

and legally binding upon the City and enforceable in accordance with its terms on the basis of

Legal Requirements presently in effect.

3. No Pending or Threatened Litigation. Except as set forth on Exhibit FF, there is

no pending, or to the best of the City’s knowledge, threatened litigation, suit, proceeding, or

investigation that would prevent the City from performing its duties and obligations hereunder,

including with respect to the actions set forth in Subparagraph 4 below. The City shall notify the

Redeveloper of any and all litigation that may prevent the City from performing its duties and

obligations hereunder.

4. Adoption of Ordinances and Resolution. The Ordinance adopting the

Redevelopment Plan and any amendment(s) thereto as of the Effective Date, the Ordinance(s)

designating the Rehabilitation Area, and the Resolution conditionally designating the

Redeveloper to serve as the Redeveloper of the Project Site were duly adopted by the Governing

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Body in accordance with the Redevelopment Law and any other Legal Requirements, subject to

any such ruling as may be issued by a court of competent jurisdiction.

5. No Other Redevelopment Agreements. No other Redevelopment Agreements are

in effect with respect to the Project Site.

ARTICLE V

ACKNOWLEDGMENT OF RECEIPT OF COLLATERAL DOCUMENTS

SECTION 5.1. Delivery of Collateral Documents. The Redeveloper and the City

agree that the rights, obligation and liabilities of the Parties under this Agreement are

conditioned upon the delivery of the executed collateral documents referred to in this Article V

and hereby acknowledge the receipt of such documents, simultaneously with the execution of

this Agreement. In any event, this Agreement shall not become effective, subject to the terms

herein, unless said collateral documents have been submitted to the City.

SECTION 5.2. Deliveries by Redeveloper. The following documents or payments

shall be delivered by Redeveloper to the City by or upon the Effective Date:

1. Certificates of Redeveloper. The following Certificates: (i) a Certificate of the

General Partner of the Redeveloper, to the effect that, to the best of his or her knowledge, each of

the representations of the Redeveloper which are set forth in Section 4.1 hereof are true and

correct as of the Effective Date of this Agreement; (ii) a certified copy of the Certificate of

Limited Partnership; (iii) Certification of Good Standing for each legal entity comprising

Redeveloper; and (iv) Business Registration Certificate, in accordance with N.J.S.A. 52:32-44.

2. Redeveloper Project Team. A list of the names, addresses and phone numbers of

all individuals who comprise the Redeveloper Project Team is set forth on Exhibit E. By or

upon the Effective Date, the Redeveloper shall confirm that said Exhibit comprises the most

current information with regard to the Redeveloper Project Team. The Redeveloper shall
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promptly provide written notice to the City of any changes in the individuals who will comprise

the Redeveloper Project Team.

3. Statement of Payment: Reimbursement of the City by the Redeveloper in full for

any outstanding City Costs due and owing to the City pursuant to the Interim Cost Agreement

and any amendments thereto.

4. Financing Plan: An anticipated financing plan, which the City shall have reviewed

and approved as not adversely affecting the City or the City’s interests.

SECTION 5.3. Deliveries by the City. The following documents shall be delivered by

the City to the Redeveloper by or upon the Effective Date:

1. Statement by the City. A statement by a duly authorized representative of the City

to the effect that each of the representations of the City set forth in Section 4.2 herein are true

and correct as of the date of this Agreement.

2. City Project Team. A list of the names, addresses and phone numbers of all

individuals who comprise the City Project Team for purposes of this Agreement is set forth on

Exhibit DD.

ARTICLE VI

REDEVELOPER AND CITY COVENANTS; DECLARATION OF COVENANTS,

CONDITIONS AND RESTRICTIONS

SECTION 6.1. Redeveloper Covenants. In addition to any other covenants made by

Redeveloper herein, Redeveloper also hereby covenants and agrees, on behalf of itself and any

successors or assigns, as follows:

1. Covenants That Shall Terminate Upon Certificate of Completion. The following

covenants shall automatically terminate upon the City’s issuance of a Certificate of Completion,

as further set forth herein:

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 a) Completion of Project in Accordance with Agreement and Applicable

Legal Requirements. The Redeveloper shall use commercially reasonable efforts to complete

the Project in accordance with the provisions of this Agreement and all applicable Legal

Requirements, including, but not limited to, the Act, all Governmental Approvals and all

applicable Environmental Laws, as those terms are defined herein, at no cost to the City. Such

obligation shall include, but not be limited to, the Redeveloper using commercially reasonable

efforts to ensure that all consultants, professionals, employees, agents, and contractors engaged

by the Redeveloper or any subcontractor of any of the Redeveloper’s contractors possess the

skill and judgment necessary to construct and implement the Project in accordance and

compliance with the terms and conditions of this Agreement and the Redevelopment Plan, as

may be amended in accordance herewith. All activities performed under this Agreement shall be

performed in accordance with the high level of skill and care necessary so that the Project, and

all components thereof, upon completion, satisfies the design, materials and quality

requirements of this Agreement and all applicable Governmental Approvals and Legal

Requirements. Nothing herein shall prevent Redeveloper from retaining a qualified

construction firm to oversee construction of the Project.

b) Tasks by Redeveloper. The Redeveloper shall undertake the following

tasks for the completion and implementation of the Project with due diligence: (i) financing of

the Project; (ii) development and construction of the Project; and (iii) commencement of the

construction and completion of the Project on or prior to the dates set forth in the Project

Schedule, which the City has fixed as reasonable, except as otherwise provided in this

Agreement.

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 c) Modification of Project Description. In the event the Redeveloper wishes

to materially modify the Project Description, the Redeveloper shall obtain the City Council’s

approval prior to implementing such modification or any portion thereof, which approval shall

be by formal Resolution or legislation, as may be applicable, of the City Council.

d) Utilization of Hotel Site as Collateral. The Redeveloper shall not utilize

the Hotel Site or any portion thereof as collateral for any activity unrelated to this Project;

provided however, that nothing herein shall be deemed to prevent Redeveloper from closing on

its acquisition, construction and permanent mortgage financing, as may be applicable.

e) Utilization of Hotel Site to be Consistent with Redevelopment Plan. The

Redeveloper shall not utilize any portion of the Hotel Site in a manner that is not consistent with

the Redevelopment Plan, as may be amended, and this Agreement. The Parties acknowledge

that the USPS’s use of the Post Office Property is not within the City’s jurisdiction or

Redeveloper’s control.

f) Purpose of the Redevelopment not for Speculation. The Redeveloper

covenants and acknowledges that its undertakings pursuant to this Agreement shall be for the

purpose of the redevelopment of the Hotel Site and not for speculation in land holding.

g) Prior Written Consent of City. In addition to any other provisions herein

requiring the Redeveloper to obtain prior written approval of the City, the Redeveloper shall

not, without the prior written consent of the City, which consent shall not be unreasonably

withheld, conditioned or delayed: (i) effect or permit any change, directly or indirectly, in the

majority ownership or control of the Redeveloper; or (ii) assign or attempt to assign this

Agreement or any rights herein or in the Project or any portion of the Project Site.

Notwithstanding the foregoing, nothing herein shall be deemed to prohibit, and the City’s prior

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approval shall not be required for, Permitted Transfers, as that term is defined herein or for

Redeveloper’s engagement of a third-party operator for the Hotel. Notwithstanding the

foregoing, the Parties agree and acknowledge that the USPS has rights with respect to the Post

Office Property over which the City does not have jurisdiction.

h) Sale, Conveyance, or Transfer. The Redeveloper further represents and

agrees for itself and its successors and assigns that to perform its obligations with respect to

completing the Project or to operate and maintain any portion of the Project, to perform any

other obligation under this Agreement or any other purpose authorized by this Agreement, the

Redeveloper has not made or created, and that it will not make or create, prior to the issuance of

the Certificate of Completion, or suffer to be made or created, any sale, conveyance or transfer

of the Hotel Site or the Project or any portion thereof, or this Agreement, without the prior

written approval of the City, excluding Permitted Transfers, as that term is defined herein.

2. Covenants That Shall Expressly Survive Certificate of Completion. The following

covenants shall expressly survive the City’s issuance of a Certificate of Completion and shall run

with the land that will comprise the Hotel Site in perpetuity, as further set forth herein:

a) Prohibition of Discrimination. The Redeveloper shall not discriminate

against any person, or group of persons, on account of race, color, religious principles, creed,

nationality, ancestry, familial status, disability, marital status, sex, affectional or sexual

orientation or gender identity or expression in the sale, lease, sublease, rental, transfer, use,

occupancy, tenure or enjoyment of the Hotel, nor shall the Redeveloper itself, or any person

claiming under or through the Redeveloper, establish or permit any such practice or practices of

discrimination or segregation with reference to the selection, location, number, use of

occupancy of owners, tenants, lessees, subtenants, sublessees, or vendees, as applicable.

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 b) Post Office Parking. The Redeveloper covenants and acknowledges that

its obligations to provide the parking spaces for U.S. Post Office delivery vehicles in

accordance with the terms herein shall comprise a covenant that shall run with the Hotel Site

and as such, this covenant shall survive the issuance of any Certificate of Completion for the

Project. In the event it is determined by either of the Parties, or the USPS, as the case may be,

that a modification or termination of the Post Office Parking Covenants would be necessary or

appropriate, the Parties agree to cooperate in order to modify or terminate same based upon a

written parking study, subject to the written approval of the USPS and the adoption of a

Resolution by City Council. Notwithstanding the foregoing, in the event that the USPS

determines that it does not require any or all of the sixteen (16) permanent spaces for delivery

vehicles, and provides a statement thereof in writing to the reasonable satisfaction of the City,

Redeveloper may request that the City modify the Post Office Parking Covenants accordingly.

c) Hotel Parking and Valet Services. The Redeveloper covenants and

acknowledges that its obligations to provide the parking spaces and valet services for the Hotel

in accordance with the terms herein shall comprise a covenant that shall run with the Hotel Site

and as such, this covenant shall survive the issuance of any Certificate of Completion for the

Project. In the event it is determined by either of the Parties that a modification or termination

of the Hotel Parking Covenants would be necessary or appropriate, the Parties agree to

cooperate in order to modify or terminate same based upon a written parking study, subject to

the adoption of a Resolution by City Council.

d) Long Term Compliance Obligations. The Redeveloper covenants and

acknowledges that its obligations to comply with and satisfy each of the Long Term

Compliance Obligations, as that term is defined herein and as same may be applicable, in

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accordance with the terms set forth in Section 2.5(6), shall comprise a covenant that shall run

with the Hotel Site and as such, this covenant shall survive the issuance of any Certificate of

Completion for the Project.

e) Maintenance of the Public Park: The Redeveloper covenants and

acknowledges that its obligations to diligently maintain the Public Park, at no cost to the City, in

accordance with the terms herein and those of the Public Park Easement Agreement, shall

comprise a covenant that shall run with the Hotel Site and as such, this covenant shall survive

the issuance of any Certificate of Completion for the Project.

f) Annual TDM Report: The Redeveloper covenants and acknowledges that

its obligations to submit and obtain the written approval of the Director of an Annual TDM

Report in accordance with the terms herein shall comprise a covenant that shall run with the

Hotel Site and as such, this covenant shall survive the issuance of any Certificate of Completion

for the Project.

SECTION 6.2. Compliance with Redevelopment Pay-to-Play Ordinance. The

Redeveloper further covenants that it shall not solicit or make any financial contribution in

contravention of or otherwise prohibited by the City of Hoboken’s Redevelopment Pay-to-Play

Ordinance, as same is defined herein.

SECTION 6.3. Redeveloper’s Declaration of Covenants, Conditions and

Restrictions. Upon Closing, the Redeveloper shall execute and record the Redeveloper’s

Declaration against the Hotel Site, at no cost to the City. A recorded copy of the Redeveloper’s

Declaration shall be promptly distributed to the City and the USPS, including the Postmaster of

the Post Office Facility.

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 SECTION 6.4. Effect and Duration of Redeveloper Covenants. It is intended and

agreed that the Redeveloper’s covenants set forth herein shall comprise covenants running with

the land and that they shall, in any event, and without regard to technical classification or

designation, legal or otherwise, and except only as otherwise specifically provided in this

Agreement, be binding, to the fullest extent permitted by law and equity, for the benefit and in

favor of, and enforceable by, the City, its successors and assigns, against the Redeveloper, its

successors and assigns and every successor in interest therein, and any party in possession or

occupancy of the Project Site. It is further intended and agreed that the Redeveloper’s covenants

set forth herein shall remain in effect until the issuance of a Certificate of Completion by the

City, at which time such Redeveloper’s covenants shall automatically and without further action,

cease and terminate, except as otherwise expressly set forth: (i) in this Agreement and/or (ii) in

N.J.S.A. 40A:12A-9 of the Act, as may be amended; and the conditions determined to exist at

the time the Project Site was determined to be in need of rehabilitation shall be deemed to no

longer exist and the lands and improvements thereon shall no longer be subject to eminent

domain as a result of those determinations, as may be applicable, and further provided that if

requested by either Party after the issuance of the Certificate of Completion, the Parties shall

cooperate to discharge those portions of the Redeveloper’s Declaration of record that are

intended to terminate upon the issuance of a Certificate of Completion.

SECTION 6.5. Enforcement by the City. In amplification, and not in restriction, of

the provisions of this Article VI, it is intended and agreed that the City and its successors and

assigns shall be deemed beneficiaries of the agreements and covenants set forth in this

Agreement, both for and in their own right but also for the purposes of protecting the interests of

the community. Such agreements and covenants shall, and the Redeveloper’s Declaration

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memorializing same shall so state, run in favor of the City until the issuance of a Certificate of

Completion for the Project, without regard to whether the City has at any time been, remains, or

is an owner of any land or interest therein, or is a party in favor of which such agreements and

covenants relate, except as otherwise provided herein or in the Redeveloper’s Declaration. The

City shall have the right, in the event of any material breach of any such agreement or covenant,

to exercise all the rights and remedies and to maintain any actions or suits at law or in equity or

other proper proceedings to enforce the curing of such breach of agreement or covenant, to

which it may be entitled.

SECTION 6.6. City Covenants. The City hereby covenants and agrees as follows:

1. Amendment to Redevelopment Plan. The City agrees to consider a proposed

ordinance approving a Redevelopment Plan Amendment to the extent same may be required.

2. Cooperation. The City agrees to reasonably cooperate with the Redeveloper's

efforts to complete and submit any necessary Governmental Application and with Redeveloper’s

efforts to obtain any of the necessary Governmental Approval(s), provided that the Redeveloper

is otherwise diligently pursuing said Governmental Approval(s). The City acknowledges that

Redeveloper will be seeking issuance of a liquor license for the Hotel and will be seeking

financial incentives for the Project from Governmental Bodies other than the City, and City shall

reasonably cooperate in such processes, but only to the extent the City’s approval or issuance of

any letters of support are required by Legal Requirements.

3. City to Provide Documentation. The City shall provide the Redeveloper with any

documents, reports, information, studies or other items currently in its possession that (a) pertain

to any of the parcels of property contained within the Project Site or (b) contain relevant

information material to the Redeveloper’s decision to proceed with the Project.

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 ARTICLE VII

CONDITIONS PRECEDENT

SECTION 7.1. Conditions Precedent. The City and Redeveloper shall proceed

diligently and in good faith to satisfy the following conditions precedent (“Conditions

Precedent”). While the Parties are seeking to satisfy the Conditions Precedent, the Parties shall

continue to perform their obligations under this Agreement. In the event of a failure of any

Condition Precedent, either Party may terminate this Agreement by written notice to the other

and neither Party shall have any further right or obligation under this Agreement, except as may

be otherwise expressly provided herein, and further provided that if the failure of a condition

results from a default by either Party, then the non-defaulting Party shall have such rights as are

provided by this Agreement in the event of an Event of Default by the other Party.

1. Conditions Precedent to the Issuance of a Demolition or Construction Permit.

Unless otherwise set forth herein, and unless waived in writing by the City which shall be by

formal Resolution of the City Council, the City and Redeveloper hereby acknowledge and agree

that the following conditions shall be satisfied before the City may issue any permit for

demolition or construction associated with the Project:

a) Amendment of Redevelopment Plan: Final and non-appealable adoption

by the City of a Redevelopment Plan Amendment, if required, to modify the Redevelopment

Plan in order to accommodate the Project as it is described herein.

b) Payment of City Costs: Redeveloper shall have reimbursed the City in full

for any and all outstanding City Costs monies that are due and owing pursuant to the Interim

Cost Agreement and any amendments thereto.

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 c) Subdivision and Acquisition of the Hotel Site: The Project Site shall have

been subdivided into the Post Office Property and the Hotel Site, and Closing shall have

occurred.

d) Post Office Parking Agreement(s): The executed Post Office Parking

Agreement(s) shall have been provided to the City.

e) Redeveloper’s Declaration of Covenants, Conditions and Restrictions:

Redeveloper’s Declaration shall have been executed and duly recorded as further set forth in

Section 6.3 herein.

f) Completion of Environmental Assessment: Following the City’s

Environmental Consultant’s review of and comment upon the Phase I Report obtained by

Redeveloper and dated August 7, 2018: (i) Redeveloper shall have completed the investigative

tasks recommended in the City’s Environmental Consultant’s evaluation letter dated September

21, 2018, a copy of which is attached hereto as Exhibit PP; (ii) the City’s Environmental

Consultant shall have reviewed and approved in writing a report documenting the outcome of

the recommended investigative tasks which shall include a proposed scope of work for any next

steps that may be required. Such approval, when granted, shall be subject to the completion of

any such scope of work or further investigation as may be recommended by the City’s

Environmental Consultant; i.e., actual completion of such work is not a condition precedent to

the issuance of any permit for demolition or construction.

g) Post Office Renovation Plans: The Director shall have issued written

approval of the Post Office Renovation Plans as referenced in Section 2.1(4).

h) Post Office Lease: An executed Post Office Lease in accordance with

Section 2.1(4)(d), as may be applicable, shall have been provided to the Director.

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 i) Public Park Site Plans: The Director shall have issued written approval for

the site plans for the Public Park in accordance with Section 2.1(5)(c)(i).

j) Forester Approval: The Forester Approval shall have been issued as

referenced in Section 2.1(5)(j).

k) Transportation Director Approval: The Transportation Director Approval

shall have been issued as referenced in Section 2.1(6)(d)(ii).

l) City Engineer Approval: The City Engineer Approval shall have been

issued as referenced in Section 2.1(6)(e)(ii)(c).

m) Floodplain Permit: A Floodplain Permit shall have been issued by the

City’s Floodplain Administrator, as further referenced in Section 2.1(6)(e)(ii)(a), following the

submission and review of construction drawings depicting all materials, product/vendor

specifications and construction methods for development in a V-zone.

n) Project Financing: Redeveloper shall have submitted any term sheet or

loan commitment to the City’s financial advisor, as referenced in Section 11.2.

2. Conditions Precedent to Redeveloper’s Obligations: Redeveloper’s acquisition of

all final and non-appealable Governmental Approvals necessary or otherwise desired by

Redeveloper, on terms and conditions satisfactory to Redeveloper, in Redeveloper’s sole and

absolute discretion, shall be a condition precedent to Redeveloper’s obligation to commence

construction in accordance with the Project Schedule.

3. Conditions Precedent to Issuance of Temporary Certificate of Occupancy: Unless

waived in writing by the City, which shall be by formal Resolution of the City Council, the City

and Redeveloper hereby acknowledge and agree that the following conditions shall be satisfied

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before the City may issue any temporary Certificate of Occupancy for the Hotel or any portion

thereof.

a) Hotel Parking Agreements: Duly executed Hotel Parking Agreements in

accordance with Section 2.1(5)(g) shall have been provided to the Director.

b) Public Park Easement Agreement: The Public Park Easement Agreement

shall have been executed and duly recorded as further set forth in Section 2.1(5)(c) and

provided to the Director.

c) Valet Service Agreement: The duly executed Valet Service Agreement in

accordance with Section 2.1(5)(h) shall have been provided to the Director.

d) Certificate of Compliance: A Certificate of Compliance shall have been

issued by the Redeveloper’s Engineer in accordance with Section 2.1(6)(e)(ii)(a).

e) Termination of Existing Grant of Reciprocal Permanent Easements. The

Existing Grant of Reciprocal Permanent Easements shall have been terminated in accordance

with Section 2.1(6)(b)(i)(a) herein.

f) New Grant of Reciprocal Permanent Easements: The New Grant of

Reciprocal Permanent Easements shall have been finalized in accordance with the Subdivision

and Easement Plan, executed, and duly recorded as further set forth in Section 2.1(6)(b)(i)(b)

herein.

g) Escrow Funds. Assuming that the City Council shall have authorized the

City’s execution of an Escrow Agreement, as applicable, Redeveloper shall have deposited the

Escrow Funds into the Escrow Account as set forth in Section 2.13(4)(b).

4. Conditions Precedent to Issuance of Permanent Certificate of Occupancy. Unless

waived in writing by the City, which shall be by formal Resolution of the City Council, the City

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and Redeveloper hereby acknowledge and agree that the following conditions shall be satisfied

before the City may issue any permanent Certificate of Occupancy for the Hotel or any portion

thereof.

a) Public Park: The Public Park shall have been constructed and

implemented in accordance with Section 2.1(5)(c).

b) ROW Landscaping: The ROW Landscaping shall have been fully

implemented in accordance with Section 2.1(5)(j).

c) Streetscaping Work: The Streetscaping Work shall have been fully

implemented in accordance with Section 2.1(6)(d)(ii).

d) Historic Preservation Commission Recommendations: The Historic

Preservation Commission Recommendations as set forth on Exhibit S shall have been fully

completed.

e) TDM Programming: Redeveloper shall have submitted the TDM

Programming to the Director in accordance with Section 2.1(8)(a).

Notwithstanding the status of Redeveloper’s completion of work necessary to receive a

permanent Certificate of Occupancy for the Hotel or any portion thereof, the above items (a)

through (d) shall be completed within at least one hundred and twenty (120) days following the

issuance of any temporary Certificate of Occupancy for the Hotel or any portion thereof and the

above item (e) shall be completed within at least sixty (60) days following the issuance of any

temporary Certificate of Occupancy for the Hotel or any portion thereof.

5. Conditions Precedent to the City’s Issuance of a Certificate of Completion:

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 a) Project Completion: Redeveloper shall have completed the construction

and implementation of the Project, including all components thereof, in accordance with the

terms of this Agreement, as further described in Section 2.15.

b) Redeveloper’s Remediation: Redeveloper shall have completed the

Redeveloper’s Remediation as further set forth in Section 2.5(1), subject to Section 2.5(7).

c) Traffic Signal Work: Redeveloper shall have completed the Traffic Signal

Work as set forth in Section 2.1(7)(a)(iii).

d) Liquidated Damages: Redeveloper shall have paid any and all Liquidated

Damages that shall have accrued, if any.

e) First Ward Improvements: Redeveloper shall have fully constructed and

implemented the First Ward Improvements as set forth in Section 2.13(4)(a).

6. Other Milestones. In addition to any other milestones set forth herein,

Redeveloper and the City hereby acknowledge and agree that the following documents and

information shall be submitted to the Director in accordance with, and as further set forth in, the

provisions herein:

a) Prior to Certificate of Occupancy: Redeveloper expressly agrees to submit

the following to the Director prior to issuance of a Certificate of Occupancy and as further set

forth herein: (i) proposed form of Hotel Parking Agreement(s), in accordance with Section

2.1(5)(g).

b) Prior to Closing: Redeveloper expressly agrees to submit the following to

the Director prior to Closing and as further set forth herein: (i) duly executed copy of the

Memorandum of Agreement with SHPO; and (ii) proposed form of Post Office Parking

Agreement(s), in accordance with Section 2.1(4)(e).

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 c) Annually. Redeveloper expressly agrees to submit to the Director

annually, on the terms set forth herein, the Annual TDM Report, in accordance with Section

2.1(8)(c).

ARTICLE VIII

TAXATION AND FEES

SECTION 8.1. Tax Assessments. Subject to the provisions herein, and to the extent the

Redeveloper owns any portion of the Project Site, the Redeveloper agrees that in no event shall

such portion of the Project Site become tax exempt. The Project Site must be assessed as of

October 1 of the pre-tax year pursuant to N.J.S.A. 54:4-23. Any partial construction on any

portion of the Project Site shall be assessed in a manner consistent with Legal Requirements for

partial assessments.

SECTION 8.2. Fees. The Redeveloper agrees that, to the extent the Redeveloper owns

any portion of the Project Site, there shall be no reductions by the City in sewer, water, or

construction fees for the Project and that the Redeveloper’s financial commitment to the Project

is not conditioned in any way upon receipt of same.

ARTICLE IX

PROJECT OVERSIGHT

SECTION 9.1. Progress Meetings. Unless otherwise agreed by the Director in writing,

the Parties shall attend and participate in regular progress meetings, which may be by conference

call and as same may be scheduled by the Director, with representatives of the other Party to

report on the status of the Project. If appropriate, the Redeveloper and/or the City may present an

oral report(s) during such progress meetings and said topics may include status reports upon any

of the material steps of the redevelopment process.

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 SECTION 9.2. Progress Reports. The Redeveloper shall submit a written Progress

Report in substantially the form attached hereto as Exhibit D, to the Director on a monthly basis,

unless otherwise agreed by the Director in writing.

SECTION 9.3. Access to Project Site. Subject to any restrictions that may be imposed

by the USPS, the City and its authorized representatives, including but not limited to the City

Engineer, shall have the right to enter the Project Site or any portion thereof while accompanied

by Redeveloper’s representative upon reasonable prior notice given to the Redeveloper to inspect

the Project Site and any and all work in progress for the purpose of furthering its interest in this

Agreement, subject to the City’s acknowledgment that the Project Site will be an active

construction site, and Redeveloper shall not be liable or responsible to the City, its authorized

representatives, or their respective employees, agents or invitees for damages arising from injury

to person or property sustained in connection with such inspections except to the extent that

Redeveloper violates the standard of due care owed to invitees or is otherwise found to be

negligent. Any persons present at the Project Site pursuant to the foregoing sentence will

comply with all applicable reasonable health and safety rules established by the Redeveloper

and/or general contractors for personnel present on the Project Site. During any such inspection,

the City shall utilize reasonable efforts to minimize any interference with Redeveloper’s

activities on the Project Site. Such entrance shall be for informational purposes and shall not

relieve the Redeveloper of its obligation to implement the Project in accordance with this

Agreement. In no event, at any time, shall the City’s inspection of the Project be deemed

acceptance of the work in progress or any completed work or be deemed to waive any right the

City has under this Agreement.

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 ARTICLE X

PERMITTED TRANSFERS

SECTION 10.1. Permitted Transfers. Excepting Permitted Transfers, prior to the

issuance of the Certificate of Completion, the Parties acknowledge that pursuant to the terms

herein, the Redeveloper has covenanted not to effect or permit any change, directly or indirectly,

in the majority ownership or control of the Redeveloper, or assign or attempt to assign this

Agreement or make any total or partial sale, lease, transfer or conveyance of the whole or any

part of its interest in the Project or the Project Site or this Agreement, without first having

obtained the written consent of the City Council, which shall be by formal Resolution of the City

Council.

SECTION 10.2. Notice of Permitted Transfers. With respect to any Permitted

Transfer, the Redeveloper shall provide to the City written notice within fifteen (15) days of such

Permitted Transfer, including a description of the nature of such Permitted Transfer, and the

name(s) and address(es) of the Transferee parties, individuals and/or entities involved.

ARTICLE XI

REDEVELOPER’S REPRESENTATIONS REGARDING FINANCIAL

COMMITMENTS TO THE PROJECT, INCLUDING PAYMENTS TO THE CITY

SECTION 11.1. Redeveloper’s Financial Commitment. The Redeveloper shall

proceed diligently to obtain and commit the requisite equity and construction loan and/or

permanent financing in an amount necessary to complete the Project.

SECTION 11.2. Compliance with Financing Requirements. Any term sheet or loan

commitment from any lender for the Project that the Redeveloper has accepted shall be promptly

submitted to the City’s financial advisor prior to the City’s issuance of a demolition or

construction permit, subject to a mutually-agreeable non-disclosure agreement. The City

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acknowledges and agrees that such financing requirements are confidential and agrees to

maintain the confidentiality of such financing requirements, to the extent permitted by law. The

Redeveloper shall adhere to all requirements of all Project financing sources.

SECTION 11.3. Governmental Application Fees. The Redeveloper shall be

responsible for the payment of any Governmental Application fees that ordinarily accompany the

submission of the relevant Governmental Application materials relating to the Project. In

addition thereto, the Redeveloper shall be responsible for establishing an escrow for the costs

associated with any professional review services performed by a designated professional on

behalf of the Governmental Body to which the Redeveloper’s Governmental Application(s) are

submitted, separate and apart from any other escrow accounts referenced herein.

SECTION 11.4. Project Costs. All costs associated with completing and implementing

the Project, including payment of the City Costs, and any other costs directly incurred by or

chargeable to the Redeveloper, shall be solely the responsibility of the Redeveloper.

SECTION 11.5. Payment of City Costs. The Redeveloper shall be responsible for the

payment of all City Costs as follows: Within ten (10) days from the Effective Date, Redeveloper

shall pay Twenty Thousand Dollars ($20,000.00) (“Project Funds”) to the City to be maintained

in a separate account by the City and to be drawn down upon by the City to cover City Costs.

The City shall provide Redeveloper with invoice(s) setting forth the City Costs which have been

drawn down from the Project Funds. Within fifteen (15) days of the receipt by Redeveloper of

written notice from the City that the amount of Project Funds has decreased to Five Thousand

Dollars ($5,000.00), Redeveloper shall replenish the Project Funds to the amount of $20,000.00.

If the City’s Costs exceed the amount of the Project Funds at any given time, Redeveloper agrees

to pay such costs upon fifteen (15) days’ written notice from the City stating that such costs are

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due. Upon the Effective Date of this Agreement, the Interim Cost Agreement shall be terminated

and the terms and obligations contained therein shall be replaced by the terms and obligations

contained herein, except that any monies which remain on account with the City from the Interim

Cost Agreement may be rolled over and applied towards the satisfaction of Redeveloper’s

obligations under this Section.

SECTION 11.6. Governmental Permit Fees. Redeveloper shall pay all fees for any

permits required by the City, in accordance with standard fees provided in the City’s ordinances,

and any other Governmental Body for the development and construction of the Project. The

Redeveloper shall pay all other permit fees, which include any permit fees payable by the City to

any Governmental Bodies other than the City, or for which the City is required to reimburse any

other Governmental Bodies or is required to pay other third party contractors retained by or on

behalf of the City to perform services which the City would otherwise be required to perform

itself.

SECTION 11.7. Liquidated Damages Provisions. The Redeveloper and City hereto

acknowledge and agree to the following with regard to all liquidated damages provisions set

forth herein: (1) any liquidated damages to be paid are not penalties and are in addition to any

other rights and remedies of the City provided for herein; (2) the parties are not able to estimate

the respective amount(s) of loss or damages likely to be incurred by the City or same is difficult

to precisely estimate; (3) the amount(s) of liquidated damages specified anywhere in this

Agreement at the time of contract formation and at the time of any breach bear a reasonable

relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be

incurred by the City and further, shall increase annually by the increase for the preceding year in

the price index now known as the “U.S. Department of Labor Bureau of Labor Statistics,

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Consumer Price Index for All Urban Consumers, Not Seasonally Adjusted, New York-Northern

New Jersey-Long Island, NY-NJ-CT-PA, All Items (1982-84 = 100)”; (4) the amount(s) of

liquidated damages specified anywhere in this Agreement are, inter alia, agreed upon due to the

uncertainty and cost of litigation regarding the quantification of actual damages; (5) Redeveloper

expressly waives any and all rights and claims to challenge in any jurisdiction or in any forum

the amount(s) and enforceability of each and every liquidated damages provision set forth herein;

and (6) the Redeveloper and City are sophisticated parties that have been represented by

sophisticated and able legal counsel and have negotiated this Agreement in an arm's length

transaction.

ARTICLE XII

INDEMNIFICATION AND INSURANCE

SECTION 12.1. Indemnification.

1. Indemnification, Hold Harmless, and Defense of City Indemnified Parties.

a) The Redeveloper agrees to indemnify, hold harmless and defend the City

Indemnified Parties, and the Redeveloper shall pay any and all liability, loss, cost, damage,

penalty, claim, judgment or expense for bodily injury, including death, or property damage,

resulting from: (1) the environmental condition of or any natural resources damages arising out

of or alleged to arise out of the Project, including any portion of the Hotel Site, and any

contamination which may be migrating off-site and originating from the Hotel Site; or (2)

Redeveloper’s negligence in connection with the Project, and/or Utility Infrastructure

Improvements including those arising out of or related to any contract or sub-contract related to

the Project (collectively, “Claims”), except to the extent any Claim is caused by the sole

negligence or willful misconduct, or acts or omissions of the USPS, the City and/or the City

Indemnified Parties pursuant to a judgment or order (collectively, the “Excepted Claims”).

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 b) In any situation where the City Indemnified Parties are entitled and desire

to be defended and/or indemnified by the Redeveloper, the City Indemnified Parties shall

provide prompt notice of same to the Redeveloper. Failure to provide prompt notice to the

Redeveloper, however, shall not relieve the Redeveloper of any responsibility to defend and

indemnify the City Indemnified Parties, unless such failure to provide prompt notice materially

impairs the Redeveloper’s ability to defend the Claim. Upon receipt of such notice, the

Redeveloper shall defend any such Claim on behalf of the City Indemnified Parties and shall be

responsible for the payment of all fees, costs and expenses associated with the Claim, including,

but not limited to, fees for counsel that is reasonably acceptable to the City Indemnified Parties.

Any cost for reasonable attorneys’ fees and/or expert fees associated with the Claim, in

situations where it is deemed necessary, in the City’s reasonable discretion, including, but not

limited to those situations involving the environmental condition of any portion of the Hotel

Site, shall be promptly reimbursed by the Redeveloper. All of the City Indemnified Parties

shall have the right to employ separate counsel in any such action and to participate in the

defense thereof, at their cost.

2. Settlement or Judgment. The City and Redeveloper shall have the right to

negotiate and consent to any settlement of a Claim; provided however, that neither Party’s

consent shall be unreasonably withheld, conditioned or delayed with respect to a Claim for

which Redeveloper is indemnifying the City. The Redeveloper shall not be liable for any

settlement of any such action effectuated without its consent, but if settled with the consent of

the Redeveloper or if there is a final judgment against the Redeveloper or the City Indemnified

Parties in any such action, the Redeveloper shall indemnify and hold harmless the City

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Indemnified Parties from and against any loss or liability arising out of such settlement or

judgment to the extent pertaining to a Claim (other than an Excepted Claim).

SECTION 12.2. Survival of Indemnity. The provisions of Section 12.1 shall survive

and shall run with the land until the earlier of: (i) issuance of a Certificate of Completion or (ii)

the termination of this Agreement; provided however, that such provisions shall continue

thereafter with respect to Claims that arose prior to the earlier of (i) issuance of a Certificate of

Completion for the Project or (ii) the effective termination of this Agreement.

SECTION 12.3. Insurance Required. Prior to any work being undertaken upon any

portion of the Project Site by the Redeveloper, and until issuance of a Certificate of Completion,

the Redeveloper shall furnish or shall cause to be furnished to the City, duplicate originals or

other reasonable evidence of the following insurance coverage:

1. Commercial General Liability Insurance: including blanket Contractual Liability

coverage, insuring the Redeveloper against losses, costs, liabilities, claims, or causes of action

arising out of property damage or bodily injury, including death, sustained upon the Project Site;

and

2. Builder’s Risk Insurance: for the benefit of the Redeveloper, subject to the

interests of any Holder, during the term of construction, sufficient to protect against loss or

damage resulting from all standard perils, including fire and/or lightning, vandalism, and

malicious mischief; and

3. Workers’ Compensation Insurance: as required by law, with an employer’s

liability insurance endorsement with customary limits, to be carried by each of Redeveloper’s

contractors and subcontractors; and

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 4. Comprehensive Automobile Liability Insurance: covering all owned, hired and

non-owned vehicles with at least the limits of liability as set forth on Exhibit EE, attached

hereto and incorporated herein by reference.

Unless otherwise prohibited by Applicable Laws, all insurance policies required by this

Section shall: (i) contain the policy limits set forth in Exhibit EE, attached hereto and

incorporated by reference; (ii) be obtained from reputable insurance carriers licensed to do

business in the State of New Jersey and rated at least A- in Best’s Insurance Guide or at a similar

level in such other industry-accepted review system; (iii) be maintained for each structure

developed and constructed upon the Project Site until a Certificate of Completion is issued; (iv)

apply to all bodily injury, including death, property damage, and other customarily covered

losses, as applicable, occurring during the policy term; (v) add City Indemnified Parties as

additional insureds; (vi) provide that such coverage shall be primary and non-contributing and

that any insurance maintained by the City shall be excess insurance only; (vii) be endorsed with a

waiver of subrogation clause for the City; (viii) provide that the policies cannot be canceled or

materially changed except after thirty (30) days written notice by the insurer to the City; (ix)

provide that the City shall not be liable for any premiums or assessments; and (x) carry

commercially reasonable deductibles.

This Section 12.3 shall not be deemed to relieve any insurance carrier which has issued a

policy of insurance as may be required by this Agreement from any obligation to defend the

Redeveloper, the City and any other insured named or named as an additional insured on such

policy of insurance in connection with claims, suits or actions covered by such policy.

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 ARTICLE XIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 13.1. Events of Default. Prior to completion of the Project as evidenced by

the issuance of a Certificate of Completion, and subject to an event of Force Majeure or other

Tolling Event and to Article XV hereof, each of the following shall constitute an Event of

Default, unless stated otherwise herein:

1. Redeveloper’s Events of Default.

a) Failure to Pay City Costs. If the Redeveloper or its successors in interest

or assigns knowingly fail to pay any portion of the City Costs pursuant to the terms of this

Agreement, and such failure shall have continued for a period of thirty (30) days after written

notice specifying such failure and demanding that same be remedied, unless such payment is

being contested in good faith; or

b) Failure to Comply with Project Schedule. If the Redeveloper or its

successors in interest or assigns fail to proceed with the development and construction of the

Project in accordance with the dates contained in the Project Schedule in a material respect,

other than as a result of Force Majeure or a Tolling Event, or if the Redeveloper or its

successors in interest or assigns willfully abandon or suspend construction activities associated

with the Project for a period of thirty (30) consecutive days and any such abandonment or

suspension shall not be cured, ended, or remedied within a reasonable period of time after the

service on the Redeveloper of written notice of default by the City; or

c) Failure to Pay Taxes. Subject to the provisions herein, if the Redeveloper

or its successors in interest or assigns knowingly fail to pay the City for any real property taxes

within thirty (30) days of when such payment is due, or shall place thereon any encumbrance or

lien unauthorized by this Agreement, or shall suffer any levy or attachment to be made, or any
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materialmen’s or mechanics’ lien, or any other unauthorized encumbrance or lien to attach and

such real property taxes, encumbrance or lien shall not have been paid, or the encumbrance or

lien removed, discharged or bonded for within ninety (90) days after written demand by the City

to do so; or

d) Unauthorized Transfers. If the Redeveloper or its successors in interest or

assigns, in violation of this Agreement, transfers, except for Permitted Transfers, fee title to any

portion of the Project Site and such violation shall not be cured within sixty (60) days after

written demand by the City, unless the time to cure is extended by the City in writing; or

e) Liquidation. If the Redeveloper or its successors in interest or assigns be

liquidated, or file a voluntary petition in bankruptcy or for an arrangement pursuant to

applicable bankruptcy laws or shall make an assignment for the benefit of creditors, or shall

admit in writing its inability to pay its debts as they become due, or shall suspend payment of its

obligations, or shall take any action in furtherance of the foregoing; or if the Redeveloper or its

successors in interest or assigns consent to the appointment of a receiver, or an answer

proposing the adjudication of the Redeveloper or its successors in interest or assigns, as

applicable, as bankrupt or subject to reorganization pursuant to applicable bankruptcy laws shall

be filed in and approved by a court of competent jurisdiction and the order approving the same

shall not be vacated or set aside or stayed within thirty (30) days from entry thereof, or if the

Redeveloper or its successors in interest or assigns, as applicable, consent to the filing of such

petition or answer; or

f) Foreclosure. If the Redeveloper or its successors in interest or assigns

permit an entry of a judgment in foreclosure or the issuance of a Deed in Lieu of Foreclosure

relating to any financing in connection with the Project; or

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 g) Failure to Perform. If the Redeveloper or its successors in interest or

assigns fail to perform any covenant, condition or obligation contained in this Agreement and

where such failure of any obligation of Redeveloper’s under this Agreement persists for a

period of thirty (30) days following service of written notice from the City specifying the

alleged failure and requesting that such failure be remedied; provided, however, that if such

failure of performance cannot be reasonably remedied within the thirty (30) days following

service of the City’s written notice, it shall not be deemed to be an Event of Default as long as

the Redeveloper or its successors in interest or assigns, as applicable, is proceeding with due

diligence, in good faith, to remedy same as soon as practicable.

2. City’s Events of Default.

a) Amendment to Redevelopment Plan Rendering Project a Prohibited Use.

If the Governing Body adopts any amendment(s) to the Redevelopment Plan that would

materially render the Hotel a prohibited use or where such amendment(s) to the Redevelopment

Plan would materially and unreasonably affect the marketability or feasibility of the Project; or

b) Failure to Cooperate. If the City fails to reasonably cooperate with the

Redeveloper's efforts to complete and submit any necessary Governmental Application or if the

City fails to reasonably cooperate with the Redeveloper’s efforts to obtain any of the necessary

Governmental Approval(s), provided that the Redeveloper is otherwise diligently pursuing said

Governmental Approval(s) and providing that the City’s cooperation is: (a) a requirement of

such application or approval or could otherwise assist in the timely approval of the Project, and

(b) requested in writing by Redeveloper; or

c) Failure to Issue Certificate of Completion. If the City knowingly and

unreasonably fails to issue a Certificate of Completion for the Project; or

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 d) Failure to Serve Notice. If the City fails to serve upon the Redeveloper a

written notice of deficiency(ies) within the time permitted by this Agreement in response to its

site plans, submitted by the Redeveloper or in connection with the issuance of a Certificate of

Completion; or

e) Failure to Perform. If the City knowingly and unreasonably fails to

perform any covenant, condition or obligation contained in this Agreement and where such

failure persist for a period of thirty (30) days following the City’s receipt of a written notice

from the Redeveloper specifying the alleged failure and requesting that such failure be

remedied, provided, however, that if such failure of performance cannot be reasonably remedied

within the thirty (30) days following the City’s receipt of the Redeveloper’s written notice, it

shall not be deemed to be an Event of Default as long as the City is proceeding in good faith to

remedy same.

Notwithstanding any provision to the contrary, it shall not be an Event of Default by

either of the Parties if a court of competent jurisdiction issues a ruling, not sought by either Party

hereto, the effect of which is to render invalid the implementation of this Agreement.

SECTION 13.2. Remedies Upon Event Of Default.

1. Redeveloper Remedies. Upon the occurrence of an Event of Default by the City,

the Redeveloper may take whatever action, at law or in equity, it may deem desirable, including

the pursuit of damages (including legal costs and expenses, but only if permitted by statute),

except any consequential damages, or the Redeveloper may institute such proceedings as may be

necessary or desirable in its discretion to cure and remedy such Event of Default, including, but

not limited to, proceedings to compel specific performance by the City.

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 2. City Remedies. Upon the occurrence of an Event of Default by the Redeveloper,

except as specifically set forth hereinbelow, the City’s sole remedies, subject to Article XV

hereof, shall be to terminate this Agreement, in which case the Redeveloper’s designation as the

exclusive Redeveloper of the Project Site shall automatically terminate and become null and void

and/or to seek actual damages (i.e., not consequential or punitive damages) arising as a result of

the Event of Default by the Redeveloper. Notwithstanding the foregoing, upon the occurrence of

an Event of Default by the Redeveloper under Section 13.1(1)(a) (i.e. failure to pay City Costs)

above or Section 2.13(4) (i.e. Community Benefits), the City may take whatever action, at law or

in equity, it may deem desirable, including the pursuit of damages, except any consequential

damages, or the City may institute such proceedings as may be necessary or desirable in its

discretion to cure and remedy such Event of Default, including, but not limited to, proceedings to

compel specific performance by the Redeveloper and/or its successor or assign, as may be

applicable. For the purposes of clarification, upon the occurrence of an Event of Default by the

Redeveloper under Section 13.1(1)(c) above, in the addition to its right to terminate this

Agreement, the City shall also have its rights under the Tax Sale Law and other applicable law

with respect to non-payment of real estate taxes.

Additionally, during the continuance of any Event of Default by the Redeveloper

hereunder, the City shall have right to take one or more the following actions:

a) Cease, halt or withhold review of applications for any and all

Governmental Approvals sought by the Redeveloper;

b) Cease, halt or withhold the approval process of any and all Governmental

Approvals sought by the Redeveloper from the City;

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 c) Cease, halt or withhold the issuance of any permit or approval, including,

but not limited to, building permits, temporary Certificates of Occupancy, and a Certificate of

Completion, sought by the Redeveloper; or

d) Cease, halt, or withhold cooperation with the Redeveloper.

SECTION 13.3. Relief of Obligations. Upon an Event of Default and the receipt of

written notice of such Event of Default sent to the Redeveloper pursuant to the terms of this

Agreement, or upon termination of this Agreement by the City in accordance with the terms of

this Agreement, the City shall be relieved of each and every obligation under this Agreement

until such default has been cured or remedied by the Redeveloper in accordance with the terms

of this Agreement, as applicable. Upon a City Event of Default and the receipt of written notice

of such Event of Default sent to the City pursuant to the terms of this Agreement, or upon

termination of this Agreement by the Redeveloper in accordance with the terms of this

Agreement, the Redeveloper shall be relieved of each and every obligation under this Agreement

until such default has been cured or remedied by the City in accordance with the terms of this

Agreement, as applicable.

SECTION 13.4. Force Majeure or Tolling Events. The Parties acknowledge and

agree that the performance or non-performance by both or either of the Parties of any obligation,

requirement, commitment or responsibility set forth in this Agreement shall not be deemed to be

an Event of Default where such performance, failure of performance or delay in performance is

the result of a Force Majeure or other Tolling Event; provided however, that the Force Majeure

or Tolling Event was not the result of and did not arise out of any unlawful action or non-action

of the Party relying on such Force Majeure or Tolling Event as justification for the performance,

failure of performance, or delay in performance of the subject obligation, requirement,

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commitment or other responsibility. In the event of a Force Majeure or other Tolling Event,

either Party hereto may obtain an extension of any affected date in the Project Schedule by

notifying the other Party of the Force Majeure or Tolling Event in writing, but only for so long as

the Force Majeure or Tolling Event reasonably requires.

SECTION 13.5. No Waiver of Rights and Remedies by Delay. Any delay by an

aggrieved Party in instituting or prosecuting any actions or proceedings or otherwise asserting its

rights under this Agreement shall not operate as a waiver of such rights and shall not deprive the

aggrieved Party of or limit the aggrieved Party’s rights in any way nor shall any waiver in fact

made by the aggrieved Party with respect to any specific default by the defaulting Party under

this Agreement be considered or treated as a waiver of the rights of the aggrieved Party with

respect to any other default(s) by the defaulting Party under this Agreement or with respect to the

particular default, except to the extent specifically waived in writing.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1. Notices. Any notice to be provided pursuant to this Agreement shall be

sent certified, return receipt requested, as follows:

If to the Redeveloper:

KMS Development Partners, LP

1600 Arch Street
Suite 100
Philadelphia, Pennsylvania 19103-2030
Attn: Dennis Martin

With a copy to:

Charles B. Liebling, Esq.

Windels Marx Lane & Mittendorf, LLP
120 Albany Street Plaza, 6th Floor
New Brunswick, New Jersey 08901

103
 If to the City:

Mayor and
Members of the Council of the City of Hoboken
94 Washington Street
Hoboken, New Jersey 07030

With a copy to:

Corporation Counsel
City of Hoboken
94 Washington Street
Hoboken, New Jersey 07030

and:

Community Development Director

City of Hoboken
94 Washington Street
Hoboken, New Jersey 07030

and:

Joseph J. Maraziti, Jr., Esq. and

Joanne Vos, Esq.
Maraziti Falcon, LLP
150 John F. Kennedy Parkway
Short Hills, New Jersey 07078

SECTION 14.2. Non-Liability of Officials and Employees of the City. No member,

agent, official, employee, representative, or consultant of the City’s shall be personally liable to

the Redeveloper or any of the Redeveloper’s successors in interest or assigns, in an Event of

Default or breach by the City, or for any amount which may become due to the Redeveloper or

its successors in interest or assigns, or on any obligation under the terms of this Agreement.

SECTION 14.3. Non-Liability of Officials and Employees of Redeveloper. No

member, agent, officer, employee, representative, director, or partner of the Redeveloper shall be

personally liable to the City or any of the City’s successors in interest or assigns, in an Event of

104
Default or breach by the Redeveloper, or for any amount which may become due to the City or

its successors in interest or assigns, on any obligation under the terms of this Agreement.

SECTION 14.4. Estoppel Certificate. Within thirty (30) days following written

request by either of the Parties or of any Holder, purchaser, tenant or other party having an

interest in the Project Site or any portion thereof, the other Party shall issue a signed Estoppel

Certificate, as that term is defined herein. No more than two (2) Estoppel Certificates may be

requested per year by either of the Parties or any Holder. It is acknowledged and agreed by the

Redeveloper and the City that such Estoppel Certificate may be relied upon by any financial

institution, lender, mortgage assignee, prospective mortgage assignee or prospective purchaser of

any portion of the Project Site. In addition to other Events of Default identified herein, failure of

either Party to provide such Estoppel Certificate in accordance with the terms hereof shall

constitute an Event of Default for purposes of this Agreement.

SECTION 14.5. No Financial Consideration For Redevelopment Agreement. The

Redeveloper warrants that it has not paid or given and will not pay or give, any third person any

money or other consideration in connection with this Agreement, other than the costs of

conducting business and costs of professional services such as architects, engineers, financial

consultants and attorneys. The Redeveloper further hereby warrants and covenants that it has not

paid or incurred any obligation to pay any officer or official of the City any money or other

consideration for or in connection with this Agreement.

SECTION 14.6. Conflict of Interest. No member, agent, official, employee, or

representative of the City has or shall acquire any interest, direct or indirect, in the Project or the

Project Site or in any property included or planned to be included in this Project, or has or shall

have any interest, direct or indirect, in any contract or proposed contract for materials or services

105
to be furnished or used in connection with the Project or Project Site, in accordance with the

requirements of the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-11(c).

SECTION 14.7. Successors and Assigns/No Third Party Beneficiary. This

Agreement shall be binding upon and inure to the benefit of the permitted successors in interest

and assigns of the Parties and their heirs, executors, and administrators. No provision of this

Agreement shall be deemed to be for the benefit of, or enforceable by, any third party.

SECTION 14.8. Exhibits. All Exhibits attached hereto and/or referred to in this

Agreement are incorporated herein as though fully set forth herein.

SECTION 14.9. Titles of Articles and Sections. The titles of the several Articles and

Sections of this Agreement are inserted for the convenience of reference only and shall be

disregarded in construing or interpreting any of its provisions.

SECTION 14.10. Severability. If any term or provision of this Agreement or the

application thereof shall to any extent be held to be invalid or unenforceable, the remainder of

this Agreement shall not be affected thereby, and each other term and provision of this

Agreement shall be valid and shall be enforced to the extent permitted by law.

SECTION 14.11. Execution of Counterpart. This Agreement may be executed in one

or more counterparts. This Agreement shall become binding upon the Parties and such

counterparts shall constitute one and the same instrument, upon the Effective Date of this

Agreement.

SECTION 14.12. Modification of Agreement. No modification, waiver, amendment,

discharge, or change of this Agreement shall be valid unless the same is in writing, duly

authorized, and signed by the Party against which the enforcement of such modification, waiver,

amendment, discharge, or change is or may be sought.

106
 SECTION 14.13. Drafting Ambiguities and Interpretation. In the interpretation of

any provision of this Agreement, no weight shall be given to, nor shall any construction or

interpretation be influenced by, the fact that counsel for one of the Parties drafted this

Agreement, each of the Parties acknowledging that it and its counsel have had ample opportunity

to review this Agreement and have contributed to the final form of same.

SECTION 14.14. Time Period for Notices. All notices to be served hereunder shall be

provided in writing in conformance with the terms of this Agreement and, unless a certain

number of days is specified, within a reasonable time.

SECTION 14.15. Governing Law. This Agreement shall be governed by and

construed in accordance with the applicable laws of the State of New Jersey.

SECTION 14.16. Recitals, Definitions and Exhibits Incorporated. The Recitals,

Definitions and Exhibits to this Agreement and/or contained within this Agreement are hereby

incorporated by reference into this Agreement, as if fully set forth herein.

SECTION 14.17. Entire Agreement. This Agreement constitutes the entire agreement

for the redevelopment of the Project Site between the Parties. Any prior redevelopment,

development or similar agreements between the Parties, or between the City and any

predecessors in title or other parties to the related to any portion of the Project Site, are hereby

terminated and superseded. To the extent any documents related to any such prior agreements

have been recorded or filed in the Office of the Clerk of Hudson County, the Parties shall

cooperate to cause them to be terminated of record.

SECTION 14.18. City Approval. Any approvals or consent of the City referenced in

this Agreement shall be by formal Resolution of the City Council, unless expressly stated

otherwise.

107
 ARTICLE XV

FINANCING PROVISIONS

SECTION 15.1. Redeveloper Financing. The City acknowledges that Redeveloper is

permitted under this Redevelopment Agreement to obtain construction mortgage financing for all

or part of the costs of development of any portion of the Project Site, including but not limited to

architecture, design, engineering, entitlements, legal costs and marketing and construction of the

Project, and operation of the Project, and permanent mortgage financing, as applicable. The

Redeveloper shall arrange for all construction and permanent financing for the Project upon such

terms and conditions as the Redeveloper shall determine. Redeveloper shall notify the City of

any such financing secured by a mortgage or other lien instrument which it enters into with

respect to the Project Site or the Project or any part thereof (the mortgagee thereunder or its

Affiliate, a “Holder”). Redeveloper may collaterally assign to the Holder Redeveloper’s rights

under this Agreement with respect to the Project Site, with such assignment to be subject to the

right of the City in Section 15.3 to designate a Holder as a Subsequent Redeveloper. No Holder

shall be deemed to be an assignee or transferee of this Agreement or of the interest of the

Redeveloper under this Agreement so as to require such Holder to assume the performance of, or

be bound to perform, any of the terms, covenants or conditions under this Agreement other than

as set forth in Section 15.4 hereof.

SECTION 15.2. Notice of Default to Holder and Right to Cure. No cancellation,

surrender and acceptance of surrender, modification or amendment of this Agreement shall be

binding upon any Holder, or affect the lien of its Mortgage, without the prior written consent of

the Holder (which shall not be unreasonably withheld or delayed), except for any termination of

this Agreement by the City as a result of an Event of Default by the Redeveloper, beyond the

expiration of any applicable notice or cure period. Whenever the City shall deliver any notice or
108
demand to Redeveloper with respect to any breach or default by Redeveloper under this

Redevelopment Agreement, the City shall at the same time deliver to each Holder a copy of such

notice or demand, provided that Redeveloper has delivered to the City a written notice of the

name and address of such Holder. Each such Holder shall have the right at its option within

ninety (90) days after the receipt of such notice, to cure or remedy, or to commence to cure or

remedy, any such default which is subject to being so cured. If such default can only be remedied

or cured by such Holder upon obtaining possession, such Holder shall seek to obtain possession

of the Project Site (or portion to which its mortgage relates) with diligence and continuity

through a receiver or otherwise, and shall remedy or cure such default within ninety (90)

calendar days after obtaining possession. If the default cannot with diligence be remedied or

cured, or the remedy or cure of which cannot be commenced, within such ninety (90) days

period, such Holder shall have such additional time as reasonably necessary to remedy or cure

such default with diligence and continuity.

SECTION 15.3. No Guarantee of Development, Construction or Completion of the

Project. A Holder shall in no manner be obligated by the provisions of this Redevelopment

Agreement to develop, construct or complete the Project (or any portion to which its mortgage

relates), or to guarantee such development, construction or completion; nor shall any covenant or

any other provisions be construed to so obligate a Holder. Notwithstanding the foregoing,

nothing contained in this Redevelopment Agreement shall be deemed to permit or authorize such

Holder to undertake or continue the development, construction or completion of the Project, or

any portion to which its mortgage relates (beyond the extent necessary to conserve or protect the

Holder’s security, including the improvements or construction already made), without the Holder

first having been designated by the City as the “Subsequent Redeveloper” Any Holder which is

109
so designated by the City and who shall properly complete the Project or applicable part thereof

shall be entitled, upon written request to the City, to receive a Certificate of Completion as set

forth in Section 2.15, notwithstanding any breach or default on the part of Redeveloper that may

be in effect or in dispute at the time of the Holder’s request, so long as such breach or default

shall have been remedied to the City’s satisfaction.

SECTION 15.4. Foreclosure.

1. Holder’s Options: In the event of a Foreclosure, a Holder shall have the right, but

not the obligation, at its option to: (a) sell the Hotel Site to a Subsequent Redeveloper to

undertake or continue the development, construction or completion of the Project as set forth

herein; or (b) expressly assume the obligations of Redeveloper under this Agreement

(collectively, “Holder’s Options”); provided however, that one of the Holder’s Options is

exercised within twelve (12) months of the transfer of title resulting from the Foreclosure (the

“Transition Period”), the failure of which may result in the City’s termination of this

Agreement, as further set forth herein.

a) Extension(s) of Project Schedule: In furtherance of the foregoing, the

Holder, or a Subsequent Redeveloper, as the case may be, assuming the obligations of

Redeveloper hereunder, shall enter into a written agreement with the City to complete the

Project in the manner provided in this Agreement, subject to reasonable extensions of the

Project Schedule (the “Subsequent Redevelopment Agreement”).

b) Completion of Project: Any such Holder or Subsequent Redeveloper, as

the case may be, assuming the obligations of Redeveloper hereunder, completing the Project or

any portion thereof in the manner provided in this Agreement and/or otherwise pursuant to the

110
Subsequent Redevelopment Agreement, shall be entitled to respective Certificates of

Occupancy and a Certificate of Completion in accordance herewith.

2. Expiration of Transition Period: In the event that Holder declines to exercise one

of the Holder’s Options as set forth above, then the City shall have the option to terminate this

Agreement pursuant to the provisions herein and to undertake condemnation proceedings in

accordance with the Redevelopment Law.

3. Enforcement of Redeveloper’s Violations Against Holder or Subsequent

Redeveloper: In the event of a Foreclosure, the City shall not seek to enforce against the Holder

or Subsequent Redeveloper any remedies available to the City pursuant to the terms of this

Agreement for any Events of Default by Redeveloper which occurred prior to the Foreclosure.

4. No Deviation from Project Description by Holder or Subsequent Redeveloper:

Subject to the provisions herein, nothing in this Agreement shall be construed or deemed to

permit or to authorize any Holder, or any Subsequent Redeveloper, as the case may be, to devote

the Hotel Site, or any portion thereof, to any uses, or to construct any improvements thereon,

other than those uses and improvements, respectively, provided for hereunder.

5. Change in Agreement: If the Holder or Subsequent Redeveloper requires a

change in the terms of this Agreement, the City shall reasonably cooperate with the Holder or

Subsequent Redeveloper in approving and implementing such change, so long as such change

does not materially alter the City’s obligations or rights as set forth in the Agreement, or

materially change the Project. Any such changes shall be formally approved by Resolution of the

City Council.

SECTION 15.5. Statutory Protections. Notwithstanding anything to the contrary

contained herein, and in addition to all other rights and remedies of a Holder set forth in this

111
Agreement, the provisions of N.J.S.A. 55:17-1 to N.J.S.A. 55:17-11, inclusive, shall apply to this

Agreement to protect the interests of any Holder.

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

112
 IN WITNESS WHEREOF, the Parties hereto have caused this Redevelopment
Agreement to be executed, all as of the date first above written.

Attest: CITY OF HOBOKEN

By:
Name: Ravinder S. Bhalla, Mayor
Dated:

Witness: KMS DEVELOPMENT PARTNERS, LP

By:
Name: Name: Dennis Martin
Dated: Title: Authorized Signatory

(Signature Page for Redevelopment Agreement)

Commonwealth of Pennsylvania )
) ss:
County of _________ )

Be it remembered, that on this ____ day of __________, 2019, before me the subscriber,
personally appeared Dennis Martin, authorized signatory of KMS Development Partners, LP, the
limited partnership in and on whose behalf he or she executed the within instrument, and
thereupon he acknowledged that he signed, sealed and delivered the same as the act and deed of
the limited partnership for the uses and purposes therein expressed, that he/she was authorized by
the limited partnership execute the within instrument on behalf of the limited partnership.

A Notary Public of __________

My Commission Expires: ______
STATE OF NEW JERSEY)
)ss:
COUNTY OF HUDSON )

I CERTIFY that on __________________, 2019, Ravinder Bhalla personally came

before me, and this person acknowledged under oath, to my satisfaction, that:

(a) this person is the Mayor of the City of Hoboken, named in this document;

(b) this document was signed and delivered by the City as its voluntary act duly
authorized by a proper resolution of the City; and

(c) this person signed this proof to attest to the truth of these facts.

Name:

Signed and sworn to before me

on ___________________, 2018

___________________________
Notary Public
EXHIBIT A (to Redevelopment Agreement)

PROJECT SITE

A-1
EXHIBIT B (to Redevelopment Agreement)

SUBDIVISION AND EASEMENT PLAN

B-1
EXHIBIT C (to Redevelopment Agreement)

INTENTIONALLY DELETED

C-1
EXHIBIT D (to Redevelopment Agreement)

FORM OF PROGRESS REPORT

D-1
EXHIBIT E (to Redevelopment Agreement)

REDEVELOPER PROJECT TEAM

E-1
 EXHIBIT F (to Redevelopment Agreement)

FORM OF REDEVELOPER’S DECLARATION

F-1
EXHIBIT G (to Redevelopment Agreement)

SITE PLAN

G-1
EXHIBIT H (to Redevelopment Agreement)

NARRATIVE PROJECT DESCRIPTION

H-1
 EXHIBIT I (to Redevelopment Agreement)

USPS CORRESPONDENCE, DATED MAY 12, 2017

I-1
 EXHIBIT J (to Redevelopment Agreement)

CONSTRUCTION PHASING, LOGISTICS AND MITIGATION PLAN

J-1
 EXHIBIT K (to Redevelopment Agreement)

DEMOLITION PLAN (SHPO CONSULTATION DOCUMENTATION), DATED

NOVEMBER 17, 2013

K-1
EXHIBIT L (to Redevelopment Agreement)

BUILDING BASE PERSPECTIVE VIEW

L-1
 EXHIBIT M (to Redevelopment Agreement)

POSTAL PARKING PLAN & HOTEL PARKING PLAN NARRATIVE

M-1
EXHIBIT N (to Redevelopment Agreement)

CIRCULATION PLAN

N-1
 EXHIBIT O (to Redevelopment Agreement)

DESCRIPTION OF FLOOD MITIGATION STRATEGY

O-1
EXHIBIT P (to Redevelopment Agreement)

SIGNAGE NARRATIVE

P-1
 EXHIBIT Q (to Redevelopment Agreement)

TRAFFIC AND PARKING STUDY, DATED JUNE 11, 2019

Q-1
 EXHIBIT R (to Redevelopment Agreement)

LANDSCAPE/LIGHTING/STREETSCAPE PLAN

R-1
 EXHIBIT S (to Redevelopment Agreement)

HISTORIC PRESERVATION COMMISSION RECOMMENDATIONS

TO BE IMPLEMENTED BY REDEVELOPER

S-1
EXHIBIT T (to Redevelopment Agreement)

INTENTIONALLY DELETED

T-1
 EXHIBIT U (to Redevelopment Agreement)

SUSTAINABLE ELEMENTS (PERVIOUS COVERAGE PLAN)

U-1
 EXHIBIT V (to Redevelopment Agreement)

LEED ELEMENTS (DESIGN SUSTAINABILITY)

V-1
EXHIBIT W (to Redevelopment Agreement)

DRAINAGE PLAN

W-1
 EXHIBIT X (to Redevelopment Agreement)

ADVISORY BASE FLOOD ELEVATION MAP

X-1
 EXHIBIT Y (to Redevelopment Agreement)

PLANS FOR RIVERFRONT HOTEL AND POST OFFICE RENOVATION

Y-1
 EXHIBIT Z (to Redevelopment Agreement)

NARRATIVE DESCRIPTION OF SUBDIVISION AND EASEMENT PLAN

Z-1
EXHIBIT AA (to Redevelopment Agreement)

VIEW CORRIDOR SIMULATIONS

AA-1
EXHIBIT BB (to Redevelopment Agreement)

SHADOW STUDY

BB-1
EXHIBIT CC (to Redevelopment Agreement)

PROJECT SCHEDULE

CC-1
EXHIBIT DD (to Redevelopment Agreement)

CITY PROJECT TEAM

DD-1
EXHIBIT EE (to Redevelopment Agreement)

INSURANCE COVERAGE

EE-1
EXHIBIT FF (to Redevelopment Agreement)

PENDING OR THREATENED LITIGATION

FF-1
 EXHIBIT GG (to Redevelopment Agreement)

BANQUET SPACE LAYOUT (FLOOR PLAN – 19th FLOOR – MEETING ROOMS)

GG-1
 EXHIBIT HH (to Redevelopment Agreement)

NARRATIVE DESCRIPTION OF POST OFFICE FACILITY RENOVATIONS

HH-1
 EXHIBIT II (to Redevelopment Agreement)

ALTERNATIVES FOR FIRST WARD INFRASTRUCTURE IMPROVEMENTS

II-1
 EXHIBIT JJ (to Redevelopment Agreement)

U.S. POST OFFICE CORRESPONDENCE REGARDING ON SITE PARKING OF

DELIVERY VEHICLES, DATED MAY 16, 2019

JJ-1
EXHIBIT KK (to Redevelopment Agreement)

PUBLIC PARK LEGAL DESCRIPTION

KK-1
 EXHIBIT LL (to Redevelopment Agreement)

FORM OF ORDINANCE FOR PUBLIC PARK EASEMENT AGREEMENT

LL-1
 EXHIBIT MM (to Redevelopment Agreement)

LABOR PEACE AGREEMENT, DATED AUGUST 30, 2018

MM-1
 EXHIBIT NN (to Redevelopment Agreement)

BRIGHT VIEW ENGINEERING CORRESPONDENCE, DATED JUNE 5, 2019

NN-1
 EXHIBIT OO (to Redevelopment Agreement)

U.S. POST OFFICE CORRESPONDENCE REGARDING CERTAIN PROJECT

COMPONENTS, DATED OCTOBER 9, 2018

OO-1
 EXHIBIT PP (to Redevelopment Agreement)

LETTER FROM EXCEL ENVIRONMENTAL RESOURCES (CITY

ENVIRONMENTAL CONSULTANT), DATED SEPTEMBER 21, 2018

PP-1
 EXHIBIT QQ (to Redevelopment Agreement)

PROPOSED FORM OF ORDINANCE FOR NEW GRANT OF RECIPROCAL

PERMANENT EASEMENTS

QQ-1
 EXHIBIT RR

FORM OF TERMINATION OF EXISTING GRANT OF RECIPROCAL PERMANENT

EASEMENTS

RR-1