346 Broadway

346 Broadway

22 Reade Street

49-51 Chambers Street

REQUEST FOR PROPOSALS

49-51 Chambers Street

22 Reade Street

Civic Center Building SalesRelease Date: Monday, April 23, 2012

Submission Date: Tuesday, July 31, 2012

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TABLE  OF  CONTENTS     INTRODUCTION  .......................................................................................................................................  2  

Transaction Overview .............................................................................................................................. 3  PROPERTY DESCRIPTION & CONTEXT  ...........................................................................................  5  

346 Broadway ........................................................................................................................................... 5  22 Reade Street ......................................................................................................................................... 6  49-51 Chambers Street ............................................................................................................................. 7  

NEIGHBORHOOD CONTEXT  ..............................................................................................................  12  ENVIRONMENTAL REVIEW  ..............................................................................................................  16  TENANT RELOCATION PROCESS  ....................................................................................................  16  TRANSACTION STRUCTURE  .............................................................................................................  21  SELECTION CRITERIA  ........................................................................................................................  23  PROPOSAL REQUIREMENTS  .............................................................................................................  24  

A.   Property Sale Price .......................................................................................................................... 24  B.   Contract of Sale Terms ................................................................................................................... 24  C.   Lease Terms .................................................................................................................................... 24  D.   Project Description .......................................................................................................................... 25  E.   Project Information ......................................................................................................................... 25  F.   Respondent Description .................................................................................................................. 26  G.   Architectural Design ....................................................................................................................... 26  H.   Zoning Calculation .......................................................................................................................... 26  I.   Statement of Agreement.................................................................................................................. 27  J.   ............................................. 27  K.   HireNYC ......................................................................................................................................... 27  L.   Local Law 34 .................................................................................................................................. 28  

DISPOSITION PROCESS  .......................................................................................................................  28  Public Review Process ........................................................................................................................... 28  

DEVELOPER DUE DILIGENCE  ..........................................................................................................  29  Site Information File ............................................................................................................................... 29  

INFORMATIONAL MEETING/SITE VISIT  .......................................................................................  30  CONDITIONS, TERMS AND LIMITATIONS  ....................................................................................  30  SUBMISSIONS  .........................................................................................................................................  30  FURTHER INFORMATION/QUESTIONS & ANSWERS  .................................................................  31  PROJECT TIMELINE  ............................................................................................................................  31  APPENDIX 1: CONTRACT OF SALE  ..................................................................................................  33  APPENDIX 2: LEASE  .............................................................................................................................  74  APPENDIX 3: CONDITIONS, TERMS AND LIMITATIONS  .........................................................  100  APPENDIX 4: STATEMENT OF AGREEMENT  ..............................................................................  103  APPENDIX 5: CEQR FEE SCHEDULE  .............................................................................................  104  APPENDIX 6: DOING BUSINESS DATA FORM  .............................................................................  106  APPENDIX 7: INTERNAL BACKGROUND INVESTIGATION FORM  ......................................  110  APPENDIX 8: HireNYC  ........................................................................................................................  120  

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INTRODUCTION  

d the New for disposition

three City- significant potential for hotel, residential or office use. The Properties are located in Lower Manhattan, a vibrant and growing three buildings offered for sale are:

49- -51 Cha

This RFP is part of a broader initiative announced by Mayor Michael Bloomberg to reduce the amount of office space used by the City by 1.2 million square feet by 2014. The Properties are primarily used as offices by City agencies and affiliated not-for-profit entities. However, they are also underutilized, well-positioned in Lower Manhattan and strong candidates for adaptive reuse. The disposition of these three buildings, comprising approximately 750,000 square feet, represents consolidating City operations and making City government more efficient.

offers to purchase the Properties individually or as a portfolio. Successful proposals will demonstrate the

offer an expedited redevelopment timeline to convert the Properties to their optimal utility; and meet the

Compensate the City for the full value of the Properties; Support the economic growth and continuing revitalization of Lower Manhattan; Create construction and permanent jobs through redevelopment; and Enhanc Properties from public

to private ownership.

346 Broadway 22 Reade 49-51 Chambers

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Transaction Overview NYCEDC expects to close on each disposition before the Properties are fully vacant. A lease, negotiated concurrently with a contract of sale, will cover the period from the date of the closing

- . Although Respondents may bid for multiple Properties, each disposition will be structured as a distinct transaction. During the Pre-Vacancy Period, the purchaser(s) will not be expected to assume management or operational responsibility for the Properties; the Properties will continue to be operated by the City until full vacancy. Correspondingly, the City will not pay rent during the Pre-Vacancy Period. The City is committed to transferring ownership and expeditiously vacating the Properties. The

1 ULURP approval is expected prior to contract signing. In addition, DCAS has already formulated relocation plans for current tenant Tenant Relocation Processmanage their relocation to other City-owned buildings and leased space. Over 275 City employees have already been moved to prepare for the relocation of tenants from the Properties. The City has also budgeted over $80 million in fiscal years 2012-2014 to complete relocation

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1 22 Reade and 49-51 Chambers require ULURP; 346 Broadway has already received ULURP approval.

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PROPERTY DESCRIPTION & CONTEXT Each of the three Properties is a prominent Lower Manhattan building constructed at the turn of the 20th century. A summary of each Property is included below. Additional information is also available in the RFP Site File.

346 Broadway

Covers the full block between Leonard Street, Catherine Lane, Lafayette Street and Broadway

Primarily occupied by New York City Department of

New York City

Contains 2 levels of below grade parking with entrance from Leonard Street (approximately 150 parking spaces)

Year Constructed 1894-1898

Architect Stephen Hatch and Stanford White of McKim, Mead & White

Block, Lot Block 170, Lot 6

Built Square Footage 418,991 (gsf) 50,713 sf basement

Floors 13

Zoning C6-4A

City Landmark Status Individual Landmark: Yes Historic District: No

346 Broadway, known as the Clock Tower Building, was originally home to the New York Life Insurance Company until the company moved to Madison Square in 1927. The City purchased the building in 1967. The frontage opens to a palazzo-like pavilion crowned by a clock tower. The interior also retains many original features, including a marble lobby, 13-story stair hall, banking hall, and clock tower machinery room.2 The building, which occupies the entire block, has entrances on Lafayette Street (pictured), Broadway and Leonard Street. The multiple entrances allow for varying uses to be accommodated in a redevelopment. The exterior and certain portions of the interior of 346 Broadway are designated New York City Landmarks. The building is also on the New York State and National Registers of Historic Places. 2 )

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22 Reade Street

Located between Elk Street and Broadway Current headquarters of the Department of City

Planning (DCP) Year Constructed 1894-1898

Architects John Snook Frederick Jenth

Block/Lot Block 154, Part of Lot 23

Built Square Footage 99,000 (gsf) 23,640 sf basement

Floors 6

Zoning C6-4

City Landmark Status Individual Landmark: No Historic District: Yes

22 Reade Street is comprised of three separate buildings that the City acquired in 1965 and renovated in the late 1970s. The buildings have been combined to form one contiguous space for

location provides significant frontage on both Elk and Reade streets. The Property shares a tax lot with a portion of the adjacent Federal Building at 290 Broadway. The Selected Respondent will be expected to subdivide the tax lots in order to create a separate tax lot for the Property. The Property is part of the African Burial Grounds and the Commons Historic District.

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49-51 Chambers Street

Located immediately north of the Tweed Courthouse between Chambers and Reade Streets

Primarily occupied by the Department of Education City Police Department

-for-profit tenants Year Constructed 1908-1912

Architect Raymond Almirall

Block/Lot Block 153, Lot 1

Built Square Footage 231,379 (gsf) 6,630 sf basement

Floors 14

Zoning C6-4

City Landmark Status Individual Landmark: Yes Historic District: Yes

The iconic Beaux-Arts limestone skyscraper at 49-51 Chambers Street boasts marble walls and floors, bronze grilles, original tellers' cages, and a series of stained-glass skylights. This building was the first in the City to be designed on an H-plan, which provides light and air to almost all office spaces. After purchasing the building in 1965, the City planned to demolish it and construct a new municipal building, but the project never commenced.3 The building occupies the full lot between Chambers and Reade streets. The main entrance is located on Chambers Street, with additional Reade Street entrances located on the north side of the building. Because of a grade change between Chambers Street and Reade Street, the northern entrance to the building is one floor below the Chambers Street entrance. A parking lot located

zoning lot. Floor area development rights associated with the parking lot are offered for disposition; however, the parking lot itself is not expected to be

purchased through this RFP. 49-51 Chambers is a designated New York City Landmark. In addition, the ground floor banking room and vestibule are designated interior landmarks. The building is also on the New York State and National Registers of Historic Places.

3 Savings Bank Interior Designation Report (New York, 1985)

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Zoning

The Properties are all located within C6 districts. C6 districts allow a wide range of high-bulk commercial uses, including hotels, entertainment facilities, retail stores and residences in mixed-use buildings. C6-4 districts have a residential equivalent of R10 and permit a residential and

.0. Dependinbonuses may be available. As described earlier, Parking Lot Floor Area Rights are included in the ULURP application for 49-51 Chambers. While the parking lot itself is not expected to be purchased, the Parking Lot Floor Area Rights are available for purchase together with 49-51 Chambers. Proposals for 49-51 Chambers should clearly indicate if a Respondent desires to purchase the Parking Lot Floor Area Rights. Proposals should note the intended use of such rights, including any contemplated transfers to receiving sites. NYCEDC strongly prefers purchase offers that contemplate as-of-right uses and do not require zoning changes or additional land use approvals. Contract signing and closing will not be contingent on any zoning changes or other land use approvals. Additional approvals will be the sole responsibility of the Selected Respondent. For more information, please consult website (www.nyc.gov/dcp) and see the zoning map and preliminary zoning analysis included below. All information provided herein should be independently confirmed by Respondents.

Property Existing  UseExisting  Zoning

LandmarkExisting  (Sq  Ft)

Lot  AreaExisting  Built  FAR

Max  FAR

22  Reade  Street Office C6-­‐4Landmark  District  

99,000 11,406 8.7 10.0

49-­‐51  Chambers  Street Office C6-­‐4Landmark  District  and  Individual  Landmark

231,379 30,123 7.7 10.0

346  Broadway Office C6-­‐4AIndividual  Landmark

418,991 28,566 14.7 10.0

TOTAL   749,370

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Landmark Designation 346 Broadway and 49-51 Chambers have been designated as landmarks by the New York City Landmarks Preservation Com In addition, at 346 Broadway, the first floor, portions of several other floors, the stair hall and the staircase are all landmarked. The first floor interior at 49-51 Chambers is also landmarked. Before performing certain types of work, the purchaser would need to apply for an LPC permit. LPC must approve, in advance, any restoration, alteration, reconstruction, demolition, or new construction affecting any designated property, including buildings in historic districts. LPC reviews alteration proposals to determine their impact on the significant features of a building or historic district. For a full description of all landmarked features at the Properties, please see the LPC designation reports in the Site File. Selected Respondents will be responsible for obtaining all necessary LPC approvals. Proposals and contract closing cannot be contingent on receipt of LPC approvals. African Burial Ground and the Commons Historic District 22 Reade and 49-51 Chambers are located within the LPC-designated African Burial Ground and the African Burial Ground and the Co . The African Burial Ground and the Commons is also a designated National Historic Landmark and is listed on the State and National Registers of Historic Places. The African Burial Ground National Monument Memorial is adjacent to 22 Reade and extends from the north side of the Property to Duane Street. Any contemplated construction within the African Burial Ground and the Commons must carefully consider the impact on the historically significant and sensitive areas included within the district. More information on the African Burial Ground and the Commons

eport included in the Site File. Please note that zoning and landmark information is provided for informational purposes only. Before submitting a purchase proposal for any building, each Respondent should conduct a zoning and property analysis to independently verify any information provided herein.

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  Tweed  Courthouse  

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NEIGHBORHOOD CONTEXT The Properties are located in Lower Manhattan, within Community District 1 and City Council District 1. Lower Manhattan is a vibrant community located at the nexus of several of New

one of Ne s residential, office, tourism and transportation features combine to create one of the most exciting development opportunities in the City. Extensive investment and development in Lower Manhattan continues to transform the area into a thriving community with one of the fastest-growing residential markets in the country. In the past ten years, Lower Manhattan added more residents than the cities of Atlanta, Philadelphia, and Dallas combined. The under-18 population has nearly doubled, 4,000 school seats have been added, and several new parks have been developed on the Hudson and East Rivers. Forest City

. Iconic attractions and cultural institutions also make Lower Manhattan tourist centers. Almost 10 million visitors come to Lower Manhattan each year. The area is home to the Brooklyn Bridge, City Hall, South Street Seaport and the New York branch of the National Museum of the American Indian. Ellis Island and the Statue of Liberty are also easily accessible by ferry. The opening of the National September 11 Memorial & Museum and continuing progress at the World Trade Center site will further contribute to the growth of visitors to the area. One World Trade Center is under construction and is scheduled to open in late 2013. The finished structure will rise 1,776 feet and include three million square feet of office space, an observation deck, restaurants, and broadcast and antennae facilities. The 72-story Four World Trade Center, scheduled to open in Fall 2013, will have 2.3 million rentable square feet of office space. Two additional office towers are also planned for the site, plus additional retail, cultural uses and public improvements. Lower Manhattan also provides the single largest concentration of transit facilities in the world. Transportation amenities include 14 subway lines; 32 bus lines; the PATH Train to New Jersey; ferry service to Queens, Brooklyn, Staten Island, New Jersey, and Yonkers; heliport access; and major highways, tunnels and bridges such as the Brooklyn Battery and Holland Tunnels and the Brooklyn and Manhattan Bridges (please see the map on page 14). The Fulton Street Transit Center, located at the corner of Fulton Street and Broadway, is scheduled to open in mid-2014. The Center and other MTA capital improvements will reduce station crowding, improve circulation and allow 300,000 daily commuters to easily connect between 11 subway lines and the new World Trade Center PATH Hub, which is scheduled for completion in 2015. The 800,000 square foot, multi-story PATH Hub will include 200,000 square feet of retail and is designed to accommodate the 250,000 pedestrians who are expected to use it daily by 2025.

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Together, the World Trade Center site and Fulton Transit Center will have approximately 550,000 square feet of retail space.4 The Properties will be well-positioned to benefit from the completion of major construction and capital improvements in Lower Manhattan. Based on the vacancy dates projected in the RFP, the Properties should be available for redevelopment as these other important neighborhood retail, transportation and office developments reach completion.

4 http://www.wtc.com/about/retail

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ENVIRONMENTAL REVIEW NYCEDC has completed the necessary environmental assessment for the Properties. 22 Reade and 49-51 Chambers have been certified into ULURP for general disposition. 346 Broadway was also included in the environmental assessment; however, it was previously approved for disposition pursuant to ULURP. Copies of the 346 Broadway disposition ULURP documents are included in the Site File. A ULURP decision on 49-51 Chambers and 22 Reade is expected by November 2012. The environmental assessment conducted for the City analyzed residential conversion for 22 Reade and hotel conversions for 346 Broadway and 49-51 Chambers, with certain additional retail use at each Property. Other uses are allowed and encouraged, if permitted by the zoning text; however, such uses may require additional environmental review. Use of the 49-51 Chambers Parking Lot Floor Area Rights may also require additional environmental review. Any additional environmental review will be conducted by the Selected Respondent at its sole cost and expense. TENANT RELOCATION PROCESS DCAS has developed detailed relocation plans and timelines for tenants located in each of the Properties o vacant space in nearby City office buildings. DCAS has either identified vacant space in nearby buildings, or is in the process of restacking buildings to create additional space. Additionally, nearly 300 City employees in 1 Centre Street have already been relocated, and construction on various floors has begun. Programming at 80 Centre Street, 253 Broadway and for leased space is also underway. In total, the City has committed over $80 million in fiscal years 2012-2014 to complete relocation. In addition to tenants that have already been relocated, DCAS is in the process of preparing remaining tenants for relocation. DCAS has held detailed conversations and meetings with all of the Impacted Tenants and is working with each agency to adequately and thoroughly identify their space needs. The City has also engaged consultants to design new spaces based on feedback gathered from the Impacted Tenants. By the RFP response date, DCAS expects to have completed the design work for two spaces at 1 Centre Street and commenced design work for additional spaces at 1 Centre Street, 80 Centre Street and 253 Broadway. DCAS also expects to begin negotiations by January 2013 for agencies being relocated to leased space. Building stacking plans and a summary of Impacted Tenants at each Property are included below. Stacking plans are color-coded according to expected move-out dates for each block of occupied space. The move-have fully vacated its space (for each tenant a Tenant Each color in the stacking plan represents a Tenant Vacancy Date. Additionally, each Tenant Vacancy Date is

Property the date by which DCAS expects to have fully vacated the Property. DCAS may update projected Property Vacancy Dates and Tenant Vacancy Dates during the RFP response period.

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Private Space Leases In addition to the Property leases, as part of its relocation plan, DCAS may also lease private space for some Impacted Tenants. The approval process for City leases of private space generally takes 60 days and includes optional Borough President and Community Board recommendations.

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22 Reade Stacking Plan

22 Reade Street

Projected Vacancy Dates by Tenant Agency Future Location Tenant Vacancy Date DCP 1 Centre Street March 2015 Property Vacancy Date March 2015

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346 Broadway Stacking Plan

346 Broadway

Projected Vacancy Dates by Tenant Agency Future Location Tenant Vacancy Date Court 80 Centre Street November 2014 HHC Leased Space February 2014 MOVA/ Veteran Service Organizations 1 Centre Street July 2014 NYPD Leased Space February 2014 Probation Leased Space February 2014 DSNY Leased Space February 2014 NFP Service Provider Leased Space February 2014 Property Vacancy Date November 2014

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49-51 Chambers Stacking Plan

49-51 Chambers Projected Vacancy Dates by Tenant

Agency Future Location Tenant Vacancy Date Board of Correction 1 Centre Street July 2014 Community Board #1 1 Centre Street July 2014 Dept. of Education 253 Broadway February 2015 NYPD Leased Space February 2014 Parks 253 Broadway February 2015 Rent Guidelines Board 1 Centre Street July 2014 DSNY Leased Space February 2014 NFP Service Provider 253 Broadway February 2015 Property Vacancy Date February 2015

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TRANSACTION STRUCTURE Respondents may submit portfolio offers or individual purchase offers for consideration. Purchase offers should be in fixed, non-contingent amounts. Transactions will be executed as separate contracts and leases for each individual Property. For each Property included in its proposal, the Respondent should clearly indicate its offer(s) and provide relevant contract and lease comments. Purchase prices should assume ULURP approval has been granted prior to contract signing. Negotiation Period After review of the proposals, NYCEDC and DCAS anticipate entering simultaneous negotiations with a shortlist of Respondents. In connection with its review of proposals, NYCEDC may ask follow-up questions, request additional information and/or conduct interviews with one or more Respondents. Review of the proposals and the choice of a Respondent will be based on each s proposal, as may be supplemented or modified by such additional information as NYCEDC may request. The Respondent(s) with whom

Respondent(s) Contract and Lease NYCEDC expects to close on the sale of each Property as soon as all approvals related to disposition have been received. Closings will not be conditioned or contingent upon the City successfully vacating all tenants. Each disposition will be structured as a sale with a lease back to the City. A draft contract of sale and a lease are included as Appendix 1 and 2, respectively. Each Respondent is expected to provide a full mark-up of the Contract and Lease as part of its RFP response. Any changes or comments will be subject to review by the City and NYCEDC and considered based on the specifics of each proposal. Respondents should propose conditions upon which the City may continue to maintain occupancy of the Property in question until it is fully vacated. The City will not pay rent prior to the Property Vacancy Date. However, the City will consider incentive structures proposed by Respondents if the City fails to vacate by the Property Vacancy Date for each building. NYCEDC and DCAS expect to negotiate the terms of each Contract and corresponding Lease simultaneously. At Contract signing, the completed Lease will be placed in escrow pending completion of all approvals needed for closing. It is expected that the Lease will be released from escrow and become effective at closing. Upon the execution of a Contract, the Selected Respondent must also pay NYCEDC an

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Administrative Fee Schedule Purchase Price: Fee:

$5 million or less 2% of purchase price Over $5 million $100,000, plus 1% of the difference

between the purchase price and $5 million

The Administrative Fee is non-refundable and shall not be credited against the purchase price. At Contract signing, the Selected Respondent shall also be required to deposit, at minimum, 10% of the purchase price of the Property. In addition, the Selected Respondent shall be required to reimburse NYCEDC for the cost of Phase I reports for the Properties in the following amounts:

22 Reade: $6,730 346 Broadway: $7,070 49-51 Chambers: $7,070

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SELECTION CRITERIA The following criteria will be used as a guideline to review submissions and, if appropriate, select a proposal(s):

A. Purchase Price price offered for the Property(s);

B. Lease Terms specified terms of use and occupancy for the Pre-Vacancy Period and for the period after the Property Vacancy Date, if the City fails to vacate the Property;

C. Development Team Qualifications experience, development skills, and financial resources necessary to close the transaction, to own the Property during the Lease period and to complete a high-quality project on time and within budget;

D. Economic Impact on New York City projected investment, including purchase price,

construction costs and annual operating costs; temporary (construction) and permanent on-site employment and payroll; and any applicable New York City taxes such as real property, sales, and personal income taxes;

E. Financial Feasibility project financials; availability of identifiable funding sources to

finance the project;

F. Schedule speed with which proposals will allow the relevant Property to be repurposed and brought into productive use;

G. Approvals a list of necessary approvals beyond those already secured by NYCEDC and

demonstrated understanding of the approvals process (NYCEDC prefers proposals that do not require additional ULURP actions);

H. HireNYC NYCEDC recognizes the importance of creating employment opportunities

for low-income persons, thereby enabling them to participatgrowth. To this end, NYCEDC has developed the HireNYC program. Participation in this program requires the Selected Respondent to make good faith efforts to achieve hiring and workforce development goals and to comply with the other programmatic requirements outlined in Appendix 8; and

I. M/WBE Hiring Utilization Plan degree to which proposals address the M/WBE goals

NYCEDC, in cooperation with the City, reserves the right to reject all proposals, to dispose of some but not all of the Properties, and to release another request for proposals in the future on substantially the same, or different, terms from those contained herein.

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PROPOSAL REQUIREMENTS Each proposal must contain the following elements:

A. Property Sale Price Each Respondent must submit a proposed purchase price in a fixed, non-contingent dollar amount for each individual Property, as follows:

1) Minimum 10% deposit due at Contract signing 2) Balance of purchase price due at closing

The purchase price due will be confirmed by appraisal, and the final purchase price will be the higher of the offering price or the appraised value. The appraised value will be determined by NYCEDC through an independent appraisal paid for by the Selected

Property(s) should assume that the building has received ULURP approval for general disposition.

B. Contract of Sale Terms

The Contract is provided in Appendix 1. Each Respondent is required to review the terms and submit markups as warranted. Respondents may suggest modifications to the terms; however, the nature and degree of proposed modifications to the terms will be considered by NYCEDC and the City in the evaluation and selection process. If the Respondent has no comments, this should be indicated as well. NYCEDC and the City reserve the right to reject modifications even if such modifications were proposed by the Selected Respondent and to add additional terms in light of specific proposals. To the extent a Respondent has submitted offers for more than one Property, it may provide one full markup of the Contract and include addenda with any Property-specific changes to the full mark-up. Closing conditions, Property Vacancy Dates and other terms will be determined for each individual Property and not on a portfolio basis. Each ontract and Lease shall, together, be considered an independent transaction distinct from other Property transactions. Leases and Contracts shall not cross-default or otherwise impair the other Property transactions.

C. Lease Terms

A standard Lease for each Property is included in Appendix 2. NYCEDC and DCAS expect each Property to be subject to a separate Lease based on the form included in the RFP. Each Respondent is required to review the terms of the Lease and submit comments with its response. The nature and degree of proposed modifications to the terms will be considered in the evaluation and selection process. If the Respondent has no comments, this should be indicated as well. NYCEDC and DCAS reserve the right to reject modifications even if such modifications were proposed by the Selected Respondent. To

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the extent a Respondent has submitted offers for more than one Property, it may provide one full markup of the Lease and include addenda with any Property-specific changes to the full mark-up. Lease terms will be determined for each individual Property and not on a portfolio basis. Proposals should include free rent before the Property Vacancy Date. Lease terms will be

Tenant Respondents may propose Lease structures that incentivize the City to vacate expeditiously if a Property is still occupied after the Property Vacancy Date. Each

ontract and Lease shall, together, be considered an independent transaction distinct from other Property transactions. Leases and Contracts shall not cross-default or otherwise impair the other Property transactions.

D. Project Description

Respondents should submit a narrative describing relevant aspects of the project, including type and size of development, proposed uses and project schedule.

E. Project Information

Each Respondent must submit the following information electronically on a CD or memory stick and in Excel format (soft-coded). The data should cover the Pre-Vacancy Period and 10 years of operations following stabilization. Pro forma statements describing the development and operation of the project, including:

1) Statement of assumptions on which all calculations are based, including

all assumptions typically provided in a pro forma for the proposed use (e.g. hotel, residential, office, community, etc);

2) General construction budget delineating hard and soft costs;

3) Sources and uses of funds for redevelopment, including details of equity

and financing sources and a break-out of all soft and hard costs and development and financing fees to be paid on the ;

4) Cash flow from program and operations, including all necessary capital

improvements over time, reserves and debt service payments;

5) Details of equity and debt sources for Property purchase; and

6) Letters of interest and/or intent from lenders, if available and applicable.

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F. Respondent Description

Each entity submitting a proposal must demonstrate sufficient financial resources and professional ability to develop the Property(s) in a manner consistent with its proposal. In addition, each entity must complete and submit a NYCEDC Internal Background Investigation form, a copy of which is attached as Appendix 7. Each proposal must include a description of the management and/or development team, including the following items: 1) The intended form and structure of any proposed partnership or joint venture must be

clearly explained and a chart/diagram of the purchaser/and or development entity, showing structure (percentages) of ownership and investment must be included. A description of the sources of project equity and the amount of equity from each source within an entity should be provided as well.

2)

experience of all principal members thereof and their availability for commitment to the project. This information must be submitted for every participant in a partnership or joint venture.

3) Name, address, telephone number and qualifications of the development team,

including all persons or entities that will design, develop, manage or operate the Property. Respondents must provide the Federal EIN number of the development entity, if it has been formed, and the Social Security number of its principals.

4) If requested, the latest credit report for each of the principals and any relevant

business entities and the most recent financial statements for the purchasing entity and each of its principals. Certified net worth statements must be submitted for every participant in a partnership or joint venture.

5) Any additional documentation or information evidencing the strength of the

team and its ability to complete its proposed project.

G. Architectural Design

Architectural drawings and renderings are not required. If they so choose, Respondents may submit a narrative of the proposed development at the relevant Property. Depending on the proposed use, Respondents may include copies of the schematic drawings for the proposed development, including site use plans and floor plans and renderings of the building and interiors.

H. Zoning Calculation

A preliminary zoning analysis must be provided showing all calculations, including proposed use groups, required and proposed parking, and identifying all required permits and authorizations. Should Respondents submit proposals requiring rezoning, a full zoning calculation under both the existing and the proposed rezoning will be required. As

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it is anticipated that all ULURP approvals will be complete by Contract signing, any additional ULURP approvals must be completed by the Selected Respondent at its sole cost and expense. Closing will not be contingent on additional ULURP approvals.

I . Statement of Agreement

A statement, a sample of which is provided in Appendix 4, signed by an authorized principal or officer of the Respondent that the Respondent has read this RFP and the Appendices and fully agrees to the terms and conditions set forth in this RFP and in the Appendices.

J.

Respondents must submit a plan to address M/WBE participation in the project (the M/WBE Utilization Plan

NYCEDC is dedicated to furthering the participation of minority and women-owned businesses in its work. The M/WBE component of the plan must include without limitation:

Establishment of numerical M/WBE contracting utilization goals or targets; Strategies and methods that will facilitate participation by M/WBE firms such as

carve-outs and/or unbundling bid packages; Identification of M/WBE firms seeking construction work on the project; Establishment of administrative procedures for implementation, monitoring and

reporting of M/WBE participation.

K. HireNYC

NYCEDC recognizes the importance of creating employment opportunities for low-s economic growth. To this

end, NYCEDC has developed the HireNYC program to assist Selected Respondents with providing opportunities for low-income persons. The Selected Respondent is encouraged to make good faith efforts to achieve the hiring and workforce development goals described below and to comply with the other programmatic requirements outlined in Appendix 8. Respondents should submit a plan to NYCEDC to address participation

Each Respondent is encouraged to incorporate hiring and workforce development goals in its HireNYC Program Plan that

Hiring Goal: 50 percent (50%) of all new permanent jobs created in connection with the project (including jobs created by tenants but excluding jobs relocated from other sites) will be filled by members of the target population (see Appendix 8 for a definition of the target population) for a period beginning, for each employer, at commencement of business operations and continuing for eight (8) years thereafter.

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Retention Goal: 40 percent (40%) of all employees whose hiring satisfied the Hiring Goal will be retained for at least nine (9) months from the date of hire.

Advancement Goal: 30 percent (30%) of all employees whose hiring satisfied the Hiring Goal will be promoted to a higher paid position within one (1) year.

Training Goal: All tenants will cooperate with the NYC Department of Small -training or higher education

opportunities to members of the target population.

L. Local Law 34

All entities doing or seeking to do business with the City, as well as their principal officers, owners and senior managers, must follow the procedures established in Local Law 34. In order to avoid the actual link or appearance of a link between governmental decisions and large campaign contributions, lower municipal campaign contribution limits apply to any person listed in the Doing Business Database. Respondents must complete a Real Property Doing Business Data Form, found in Appendix 6, and submit it with their Proposal.

All work products and proposals submitted by Respondents shall become property of NYCEDC upon submission.

DISPOSITION PROCESS Public Review Process NYCEDC and the Selected Respondent are required to obtain certain approvals after Contract signing but prior to closing. Dispositions accomplished through NYCEDC are subject to City Charter Section 384(b)4 for public review of the business terms. The 384(b)4 process requires approval from the Manhattan Borough Board. Terms are also presented to Community Board 1, which may issue an optional recommendation regarding the business terms. Each disposition is also subject to approval by the NYCEDC Board of Directors. The Selected Respondent will also be required to complete the following tasks prior to closing:

Obtain a title report; Commission a survey of the Property; Create a new tax lot, if necessary5; Provide evidence of financing or other sources needed to complete the transaction.

5 New tax lots will be required for 22 Reade and 49-51 Chambers

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development may be contingent upon additional environmental review and ULURP procedures. All CEQR and/or ULURP costs associated with further environmental review will be borne solely by the Selected Respondent. A summary of CEQR fees can be found in Appendix 5. A description of ULURP fees, which would be applicable only in the event of a rezoning or other action, can be found at http://www.nyc.gov/html/dcp/html/luproc/ulurpfee.shtml. NYCEDC reserves the right to change the closing conditions set forth in this RFP and the draft Contract.

-A Notice of Intent to Acquire to the City Planning Commission (CPC). It is anticipated that the Lease approvals for the Properties will be obtained by DCAS during the ULURP review period. DEVELOPER DUE DILIGENCE

- -its due diligence prior to Contract signing.

Site Information File

nformation file contains important information regarding the Properties. The Site File of charge, or on a CD for a purchase price of $500. The Site File includes the following items:

Phase I reports Engineering reports summarizing architectural, mechanical and electrical features Property floor plans LPC binding reports ULURP approval for 346 Broadway

Respondents are encouraged to review the Site File prior to submitting a proposal. To review or purchase the Site Information File, contact Serena Vega at svega@nycedc.com or 212-312-3551.

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INFORMATIONAL MEETING/SITE VISIT NYCEDC will conduct site visits and information sessions at each of the Properties on Friday, May 18. The tentative schedule for May 18 is as follows: 9:00 9:30: Registration at 49-51 Chambers 9:30 11:00: Tour of 22 Reade 11:30 1:00: Tour of 49-51 Chambers 1:00 2:00: Break 2:00 3:30: Tour of 346 Broadway 4:00 5:00: Info Session at 49-51 Chambers Those who wish to attend any site visits or the information session must RSVP by contacting Serena Vega at 212-312-3551 or by email at CivicCenterProperties@nycedc.com by Monday, May 14. Directions and specific information and tour times will be provided upon RSVP. In their RSVPs, Respondents should indicate which Property tour(s) they expect to attend. NYCEDC strongly encourages all interested Respondents to attend the site visits for those Properties for which they may submit a response. Respondents are encouraged to limit the number of attendees in their group in order to accommodate all interested parties. In addition to questions raised at the site visits and information session, questions regarding the subject matter of this RFP may also be directed to CivicCenterProperties@nycedc.com. Respondents may submit questions and/or request clarifications from NYCEDC no later than 4:00 PM on Monday, July 9, 2012. For all questions that do not pertain to the subject matter of

-3969. Answers to all questions will be posted periodically throughout the response period at www.nycedc.com/RFP, with the final posting by Monday, July 16, 2012. CONDITIONS, TERMS AND LIMITATIONS This RFP and any transaction resulting from such proposals are subject to the conditions, terms and limitations set forth in Appendix 3. SUBMISSIONS 8 hard copies of the proposal and one (1) copy in PDF format on disc or memory stick, identified

on the envelope must be submitted to and received by NYCEDC by 4:00 PM on Tuesday, July 31, 2012. Such proposals must be delivered to the following address: New York City Economic Development Corporation 110 William Street, 6th Floor New York, NY 10038 Attn: Maryann Catalano, Senior Vice President

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FURTHER INFORMATION/QUESTIONS & ANSWERS For further information regarding the proposal requirements or the Properties, please contact: Jeff Nelson Real Estate Transaction Services NYC Economic Development Corporation 110 William Street New York, NY 10038 CivicCenterProperties@nycedc.com PROJECT TIMELINE RFP Release Monday, April 23, 2012 Property Visits & Informational Meeting Friday, May 18, 2012 Final Questions Due Monday, July 9, 2012 NYCEDC responds to final questions Monday, July 16, 2012 RFP Responses Due Tuesday, July 31, 2012 Lease signing No later than 1Q 2013 Contract signing No later than 1Q 2013

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SUBMISSION REQUIREMENTS CHECKLIST The checklist below is provided for reference purposes only. Please refer to the Proposal Requirements section of the RFP for a comprehensive description of each of the required items below. Submissions that fail to comply with the elements set forth in Proposal Requirements may be considered non-responsive. Please submit 8 hard copies required of all items below, plus 1 digital copy saved as an Adobe PDF on CD or memory stick.

Table of Contents for proposal package

Purchase Price Offer

Comments (if any) on Contract of Sale(s) terms

Comments (if any) on the Lease(s)

Project Description

Narrative description of proposed development and operations

Project Information

CD or memory stick containing pro forma statements in Excel

Letters of interest/intent from lenders (if applicable)

Respondent Description

Description of entity, including equity sources within the entity

Bac

Financial statements for purchasing entity and principals

Current operating budget and three years of audited financials

Additional documentation, if applicable

NYCEDC Background Investigation Form

Zoning Calculation

Signed Statement of Agreement

M/WBE Utilization Plan

HireNYC Plan

NYCEDC Internal Background Form

Doing Business Data Form

33

APPENDIX 1: CONTRACT OF SALE A contract of sale for the transaction is included below. NYCEDC and DCAS reserve the right to modify the contract of sale terms and to accept or reject any changes proposed by Respondents.

CONTRACT OF SALE

between

NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION

and

______________________________

Dated as of __________________

34

TABLE OF CONTENTS SECTION  1.   SALE  AND  PURCHASE  ..............................................................................  36  SECTION  2.   PURCHASE  PRICE  ......................................................................................  37  SECTION  3.   TITLE  .............................................................................................................  38  SECTION  4.   PRELIMINARY  OBLIGATIONS  OF  PURCHASER  ..............................  39  SECTION  5.   THE  CLOSING  .............................................................................................  43  SECTION  6.   CONDITIONS  FOR  CLOSING...................................................................  45  SECTION  7.   DEED  PROVISIONS  ....................................................................................  47  SECTION  8.   TO  BE  DELIVERED  BY  SELLER  AT  CLOSING  ...................................  50  SECTION  9.   TO  BE  DELIVERED  BY  PURCHASER  AT  THE  CLOSING  ................  51  SECTIO  10.            TRANSFER  [AND  MORTGAGE]  TAXES,  RECORDING  ....................  52  SECTION  11.   REPRESENTATIONS,   WARRANTIES   AND   COVENANTS   OF  

PURCHASER  ..............................................................................................  52  SECTION  12.   TITLE  DEFECTS..........................................................................................  59  SECTION  13.   NOTICE  .........................................................................................................  60  SECTION  14.   BROKER  ........................................................................................................  61  SECTION  15.    .........................................................................  62  SECTION  16.   ADJUSTMENTS  ...........................................................................................  62  SECTION  17.   ENVIRONMENTAL  PROVISIONS  ...........................................................  63  SECTION  18.   MISCELLANEOUS  ......................................................................................  65  SECTION  19.   BINDING  AGREEMENT  ............................................................................  66  

35

, 2012,

local development corporation organized pursuant to Section 1411 of the New York State Not-

for-Profit Corporation Law, having its principal office at 110 William Street, New York, New

York 10038, and [a New York State

corporation,] [a limited liability company,] [a partnership,] having [its, his, her] principal office

at .

WITNESSETH

WHEREAS, one of the purposes for which Seller was organized is to provide assistance

in relieving and reducing unemployment, promoting and providing for additional and maximum

employment, and bettering and maintaining job opportunities for residents of The City of New

WHEREAS, Purchaser [, a real estate holding company,] desires to acquire a certain

parcel of real property more particularly described in Appendix A, now owned by the City,

containing approximately square feet of land with a building thereon

containing approximately square feet of building space, in the Borough of

Manhattan, identified as Block , Lot ________, on the Tax Map for such borough

WHEREAS, Seller believes that the sale of the Property for the uses contemplated by

Purchaser as set forth above would be in furtherance of

best interest of the City; and

36

WHEREAS, it is contemplated that Seller will acquire title to the Property by a deed

from the City, prior to or simultaneously with the closing of title hereunder[.] [; and]

WHEREAS, the City Planning Commission, [in May, 1998, approved the disposition of

346 Broadway (C 980458 PPM)] [to be adjusted for each property]; and

WHEREAS, [Appropriate Landmark designation to be inserted upon contracting: 49-51

Chambers Street was designated as a landmark by the LPC on July 9, 1985 and is located within

the African Burial Ground and the Commons Historic District; 346 Broadway was designated a

landmark on February 10,1987; 22 Reade Street is located within the African Burial Ground and

the Commons Historic District]; and

WHEREAS, simultaneously with the execution of this Contract, Purchaser shall lease the

haser pending the Closing (defined below);

NOW, THEREFORE, Seller and Purchaser covenant and agree as follows:

Section 1. Sale and Purchase

(a) Seller will sell to Purchaser, and Purchaser will purchase from Seller, at the price

and upon the terms and conditions set forth in this Contract, the Property, together with the

appurtenances and all right, title and interest of Seller in and to the Property; and

(b) Seller will convey the Property to Purchaser by bargain and sale deed (the

the provisions set forth in Section 3 hereof. The Deed shall describe the Property by Tax Block

and Lot.

37

Section 2. Purchase Price

(a)

, to be paid by Purchaser as follows:

(1) $

check subject to collection, the receipt of which is hereby acknowledged; and

(2) $

Deed as herein provided.

(b) (1) If the transfer of title to the Property from the City to Seller for resale to

Purchaser is not presented to the appropriate required governmental official or entity (the

the initial fee appraisal component or review appraisal component, if one exists, of the Purchase

Appraisal (as defined in Section 11(d)), or if the Closing (as hereinafter defined) will take place

more than one (1) year after the date of the later of the initial fee appraisal component or review

appraisal component, if one exists, of the Purchase Appraisal, then, in any such case, Seller, at its

sole option, may notify Purchaser in writing that a new appraisal, or an update of the appraisal,

of the Property is required. If the new appraisal or appraisal update as approved by Seller is

higher than the Purchase Price then in effect, the Purchase Price will be adjusted to reflect the

new appraisal or appraisal update as so approved.

(2) Each new appraisal shall include an initial fee appraisal and, if agreed to or

desired by Seller, a review appraisal. The initial fee appraisal may be approved by Seller as is or

initial fee appraisal. The approved new appraisal shall be the initial fee appraisal as so adjusted

or approved by Seller.

38

(3) If Seller does not approve an update of an appraisal, then Seller, at its sole option,

may (x) require a review appraisal of the update and thereafter accept the update or adjust the

update based on the results of the review

which event the approved appraisal update shall be the update with any such adjustments so

made by Seller, or (y) require a new appraisal (as described in (2) above), in which event such

update shall not be taken into account in the establishment of the Purchase Price.

(4) All initial fee appraisals, review appraisals and appraisal updates shall be

conducted by appraisers selected and retained directly by Seller.

(5) Purchaser hereby agrees to pay for initial fee appraisals, review appraisals and

appraisal updates conducted pursuant to Section 2(b), except that if Seller requires a new

appraisal pursuant to Section 2(b)(3)(y), Seller shall pay for the rejected previously performed

appraisal update. If the Purchase Price is revised as a result of such approved new appraisals or

appraisal updates, Purchaser may notify Seller in writing within ten (10) days after receiving

such revised Purchase Price that the revised Purchase Price is unacceptable to it and that it

shall be deemed terminated, and (ii) provided that Purchaser is not otherwise in default under this

Contract, Seller shall return the Down Payment to Purchaser, and (iii) neither party shall have

any rights against or liabilities to the other by reason of this Contract.

Section 3. Title

(a) The Property shall be transferred subject to:

(1) Building restrictions, zoning regulations, covenants, [appropriate

Landmark designation to be inserted upon contracting], restrictions of record, and easements

affecting the Property;

39

(2) The rights of record, if any, of any utility company to maintain and

operate lines, wires, cables, poles, or distribution boxes, in, over, or upon the Property, provided

Contract;

(3) Variations, if any, between the Property as shown on the Tax Map cited

above and an accurate survey of the Property;

(4) Any state of facts an accurate survey of the Property would show,

provided the same does not make title unmarketable;

(5) Any violations on the Property;

(6) Those occupancies specified on Exhibit C hereof and the City Lease, a

copy of which is attached hereto as Exhibit D; and

(7) Covenants and restrictions contained in the deed of the Property from the

City to Seller.

(b) Purchaser will accept such title to the Property as any title insurance company

licensed to do business in the State of New York is willing to approve and insure, subject to the

exceptions set forth above in this Section 3.

(c) Purchaser acknowledges and agrees that this Section 3 shall not give rise to any

right of action or claim against Seller prior to or after the Closing, it being intended only to

establish the state of title to the Property that Purchaser shall be required to accept at the Closing.

Section 4. Preliminary Obligations of Purchaser

(a) Not later than sixty (60) days after the date of this Contract, Purchaser shall

furnish to Seller two (2) copies of a title report with respect to the Property issued by a title

insurance company described in Section 3(b) together with a current survey of the Property

40

which shall indicate the Tax Blocks and Lots of the Property and they currently exist. Such title

report shall include a copy of (1) the current City Tax Map that includes the Property and (2) the

City Tax M

The title report need not include (2) above if the title report includes a statement by the title

insurance company that the Tax Map affecting the Property has not cha

acquisition of the Property. The title report shall include a metes and bounds description based

on the above described current survey. Purchaser shall have the survey of the Property certified

to the City and to Seller. Unless Seller or the City shall object to such description or shall find

such guarantee or certification insufficient, such description shall be used as the description in

the Deed.

(b) Purchaser shall promptly cause the creation of a tax lot for [22 Reade Street; 49-

51 Chambers Street] and obtain the designation of a tax lot number for said tax lot from the City

of New York;

(c) Purchaser shall promptly and in good faith take all steps necessary to fulfill the

conditions for closing set forth in Section 6 hereof

proposed disposition of the Property to Seller by the Manhattan Borough Board, the Approving

Authority or any other body having jurisdiction, and (2) where applicable, the preparation of and

diligent prosecution of application(s) for other actions specified in Section 6 to be a Condition

for Closing.

(d) Not later than thirty (30) days after the date of this Contract, Purchaser, if it has

not already done so, shall fill out and return to Seller, and shall cause its principals to fill out and

return to Seller, the qualification and background investigation forms required by Seller to be

41

submitted to Seller in connection with the sale of real property by Seller. If any additional

person or entity becomes a principal at any time prior to the Closing, Purchaser shall, within ten

(10) days after such person or entity becomes a principal, cause such principal to also fill out and

submission of the qualification and background investigation forms described above, Seller may

require Purchaser and its principals to fill out updated qualification and investigation forms.

(e) Intentionally omitted.

(f) (1) Seller and Purchaser acknowledge that Seller has completed a Phase I

Environmental Planning

required by the New York City Department of Environmental Protection, Seller on behalf of

Purchaser may complete, or cause to be completed such Phase II Analysis. In the event that

Seller does not opt to conduct the Phase II Analysis on behalf of the Purchaser, the Purchaser

shall prepare, or cause to be prepared the Phase II Analysis in a timely manner. Purchaser shall

reimburse to Seller, if applicable, the costs and expenses, paid by Seller for the new Phase II

Purchaser at the execution of this Contract.

(2) If required, Purchaser shall complete and return to Seller an

connection with the disposition and development of the Property as contemplated by this

Contract, together with the appropriate attachments required for submission of the EAS.

42

(3)

review under the City Environmental Quality Review is needed in connection with any aspect of

the transaction contemplated hereby, Purchaser, at its sole cost and expense, shall prepare, cause

to be prepared and perform, in a timely manner, all environmental reviews, studies and

applications, including but not limited to, the preparation of an Environmental Impact Statement

-

and development of the Property and any other legally required approvals related to the

disposition and development of the Property.

(3)

Environmental Quality Review and by the appropriate governmental and quasi-governmental

a

of the EAS, the EIS, and any and all other applications, studies and determinations required to

obtain the certification of the City Planning Commission to proceed with, and obtain all further

approvals of the appropriate Governmental Authorities for the disposition and development of

the Property pursuant to the ULURP and any other legally required approvals. If the transaction

is exempt from such fees by reas

Purchaser shall, unless such payment is waived by Seller, pay to Seller payments in-lieu of such

fees in an amount equal to the fees that would have been charged had the transaction not been so

exempt. The above fees shall be payable the earlier of the Closing or thirty (30) days after

Purchaser has been billed for the fees. In the event that they are not paid by the time of the

Closing, the payment obligations of Purchaser shall survive the Closing.

43

(g) Not later than thirty (30) days prior to the Closing Date, or such earlier date

Purchaser and Seller have agreed on for the Closing, Purchaser shall (x) obtain, and furnish

Seller with signed copies of, financing commitments from institutions and/or governmental

[and

its partners] is in place, which (i) is in an aggregate amount which [, together with [the Purchase

Money Note] [and] the IDA (hereinafter defined) financial assistance described in Section 6( )

hereof,]

The provisions of this Section 4(i) are inserted for the benefit of Seller only and may be waived

only by Seller and in its sole discretion.

(h) Intentionally omitted.

(i) If Purchaser shall not comply with the requirements of Sections 4(a), 4(b), 4(c),

4(d), 4(e), 4(f), and 4(g), then Seller, after giving Purchaser notice and ten (10) business days to

and shall have the remedies set forth in Section 15 hereof.

Section 5. The Closing

(a) The closing of title pursu

such date prior to upon which Seller and Purchaser may agree, or in the absence of

such agreement, at 2:00 p.m. on (the actual date of the Closing being herein referred

, at the offices of Seller as set forth above or at such other place within

New York City as Seller may designate by notice to Purchaser.

(b) Should the Closing not take place on or before through the fault, in

whole or in part or in any way, of Purchaser, Seller shall have the right, in its sole discretion,

44

Closing is to occur to such later date as Seller determines to be reasonable, with time of the

essence as against Purchaser. In the event that Seller elects to exercise its right to so extend the

date on which the Closing is to occur, the date of the Closing shall be extended only after

ler, in an amount

determined by a formula set forth in the immediately proceeding sentence, in payment of an

Extension Fee shall be equal to the difference between the number of days between the closing

date set forth in the first sentence of this Section 5(b) and the extended closing date as

determined by Seller pursuant to this Paragraph 5(b), multiplied by an amount equal to three per

cent (3%) of the Purchase Price divided by 365. The Extension Fee must be paid no later than

five (5) business days after Seller responds to the Extension Request by indicating that it is

willing to exercise its right to extend the date for Closing. Any additional extension of the date

as against Purchaser and only after receipt from Purchaser of an Extension Request and payment

of an additional Extension Fee. In no circumstance shall any Extension Fee remitted by

Purchaser to Seller in accordance with this Section 5(b) either be (1) refunded to Purchaser, or

(2) applied towards the Purchase Price.

(c)

described in Section 6, have not been satisfied as of the Closing Date, Seller shall have the right

but not the obligation to adjourn the Closing for up to sixty (60) days from the date first set forth

as the Closing Date. Seller shall notify Purchaser of an adjournment pursuant to this Section 5(c)

no later than five (5) days prior to said Closing Date. Such notice shall include the new date for

Closing which date shall be deemed the Closing Date.

45

(d) Unless the date on which the Closing is to occur has been extended by Seller as

set forth in Section 5(b) or Section 5(c), if the Closing does not take place by [Use a

date that is 14 days after date used in Sections 5(a) or (b)]

urchaser of the date on which the Closing will take

place, with time of the essence as against Purchaser, (which date shall be deemed to be the

of such notice. If the Closing does not take place on or before the Time of the Essence Closing

Date or such other date on which the Closing is to occur pursuant to an extension approved by

Seller as set forth in Section 5(b) or Section 5(c), the Contract shall be deemed terminated on

such date or such extension date and, if Purchaser is in default under this Contract at such time,

Seller shall have the remedies set forth in Section 15(b) of this Contract. (Failure of the Closing

to take place on or before such date or such extension date due to the fault, default or delay of

Purchaser shall be a default by Purchaser under this Contract.)

Section 6. Conditions for Closing

The following are Conditions for Closing:

(a) Authorization by the City of (1) the disposition of the Property by the City

pursuant to Section 197-c of the New York City Charter and (2) the disposition of the Property

by the City to Seller pursuant to Section 1411(d) of the New York State Not-for-Profit

Corporation Law or Section 384(b)4 of the New York City Charter, the decision as to whether to

seek authorization under Section 1411(d) or Section 384(b)4 to be made by Seller in its sole

discretion;

(b) Approval by the Manhattan Borough Board of such disposition of the Property by

the City to Seller;

46

(c) The City shall have transferred and conveyed title to the Property to Seller by

deed duly executed, acknowledged and delivered for a price equal to the Purchase Price;

(d) The Board of Directors of Seller shall have approved the sale of the Property to

Purchaser substantially as set forth in this Contract;

(e)

Purchaser and its principals [and User, if known prior to Closing, and its principals] shall have

of the Property to Purchaser pursuant to this Contract;

(f) Intentionally omitted;

(g) Purchaser shall have provided Seller with (1) proof satisfactory to Seller (x) of the

formation of Purchaser as a limited liability company, and (y) that the members of Purchaser at

the time of the Closing are the same as at the time of execution of this Contract except as

otherwise permi

(h) Purchaser shall have obtained, and furnished Seller with, the financing

commitments and/or proof of equity of Purchaser required by Section 4(g) of this Contract. At

the Closing, Purchaser must provide Seller with an affidavit signed by [an officer] [a member] [a

partner] of Purchaser that the above commitments are still in effect and the above equity is still

in place. Failure to do so shall be a default by Purchaser. The provisions of this Section 6(h) are

inserted for the benefit of Seller and may be waived only by Seller and in its sole discretion;

(i) Compliance with Section 11(b)(2) hereof and delivery to Seller of satisfactory

evidence that all Workout Agreements (as defined in such Section) have not been violated as of

the date of the Closing;

47

(j) Purchaser shall have caused the creation of a tax lot for [22 Reade Street; 49-51

Chambers Street] and obtained the designation of a tax lot number for said tax lot from the City

of New York;

If, prior to the Closing, Seller reasonably believes that any of the conditions specified

above cannot be fulfilled by the latest date set forth for the Closing in Section 5, then Seller may

notify Purchaser in writing that the Contract is terminated for such reason and, provided

Purchaser is not otherwise in default under this Contract, Seller shall return the Down Payment

to Purchaser. Thereafter neither party shall have any rights against or liabilities to the other by

reason of this Contract.

If, on the date set for the Closing, any of the conditions specified above shall not have

been fulfilled, then Seller shall have no obligation to transfer and convey the Property to

Purchaser and Purchaser shall have no obligation to purchase the Property and, except where

under Section 4 hereof (in which case Seller shall have the rights and remedies set forth in

Section 4( ) and Section 15 hereof), neither party shall have any rights against or liabilities to the

other by reason of this Contract, except that Seller shall promptly return to Purchaser the Down

Payment.

Section 7. Deed Provisions

The Deed shall contain provisions substantially as follows:

(a) Purchaser, on behalf of itself, its heirs, successors and assigns, covenants, within

months from the date on which the City vacates the Property in accordance with the City

Lease and so notifies Purchaser in

of the building on the Property and, within years from the Full Vacancy Date, to have

48

completed such rehabilitation so as to allow Purchaser to obtain a certificate of occupancy for the

use of such building as .

(b) Purchaser, on behalf of itself, its heirs, successors and assigns, covenants that, for

a period of ten (10) years from the Full Vacancy Date, the Property shall be used in connection

[insert description of primary business of

Purchaser/User] and for no other purposes, except with the prior written approval of Seller.

The above restrictions in this paragraph shall not apply to the Property after a foreclosure sale or

a transfer in lieu of foreclosure under a mortgage held by an institutional lender securing

financing with regard to the purchase of the Property by Purchaser or construction financing with

-

construction financing.

(c) Purchaser, on behalf of itself, its heirs, successors and assigns, covenants that, for

a period of ten (10) years from the date of the Deed, it shall not convey the Property (or any

improvements thereon) or any interest in either, except with the prior written approval of Seller;

provided, however, that Purchaser, its heirs, successors and assigns may not convey the Property

(or any improvements thereon) or any interest in either at any time until the building to be

rehabilitated on the Property pursuant to the Deed has been completed, except with the prior

written approval of Seller. The above restrictions and covenants in this paragraph shall run with

the land. The above restrictions and covenants in this paragraph shall not prohibit, or apply to, a

foreclosure sale or a transfer in lieu of foreclosure under a mortgage held by an institutional

lender securing financing with regard to the purchase of the Property by Purchaser or

construction financing with regard to construction on the Pro -

loan with regard to such construction financing, nor to any sale or other transfer subsequent to

49

such a foreclosure sale or transfer in lieu of foreclosure. [I f Purchaser is a partnership, add:

In addition to the foregoing, until the later of (x) completion of the [construction] [rehabilitation]

required on the Property by the Deed and (y) ten (10) years from the date of the Deed, any

[additional partner in Purchaser, and any change in the interest of any partner of Purchaser in

Purchaser] [[I f Purchaser is a limited liability company, add: additional member in Purchaser,

and any change in the interest of any member of Purchaser in Purchaser, must be approved in

writing by Seller. [and [I f Purchaser is a real estate holding company, insert the following

paragraph: no [stock] [membership interest] of Purchaser may be sold, assigned or otherwise

transferred, nor may any additional [stock] [membership interest] in Purchaser be issued, without

the written approval of Seller]. Purchaser agrees to provide Seller with such information as

Seller needs in deciding whether to give any approval required hereby. Any request for approval

by Seller of any of the above matters, and any notice to Seller, and any notice of approval or

disapproval by Seller, shall be in writing and given by mailing the same by certified or registered

mail addressed as follows: if to Seller, New York City Economic Development Corporation, 110

William Street, New York, New York 10038, Attn: General Counsel, with a copy to the

Executive Vice President for Development at the same address; if to Purchaser,

, with a copy to [ ]

; or to such other address as either party designates to the other in writing.

(d) In the event of acquisition by the City by condemnation or otherwise of any part

or portion of the Property lying within the bed of any street, avenue, parkway, expressway, park,

public place or catchbasin as shown on the present City Map, Purchaser and its heirs or

successors and assigns shall only be entitled, as compensation for such acquisition by the City, to

the amount of one dollar ($1), and shall not be entitled to compensation for any buildings or

50

structures erected on the Property which may lie within the bed or lines of any street, avenue,

parkway, expressway, park, public place or catchbasin so laid out and acquired. This covenant

shall run with the land and shall continue until the City Map is amended or changed to eliminate

from within the bed or lines of any street, avenue, parkway, expressway, park, public place or

catchbasin, any part or portion of the Property and no longer.

The Deed shall also contain a provision to the effect that if Section 7(a), Section 7(b), or

Section 7(c) above is not complied with, then Seller, at its option, and after giving Purchaser or

any subsequent owner of the Property notice and 30 days opportunity to cure such default, shall,

without paying Purchaser or any subsequent owner of the Property or any improvements thereon

any consideration, have the right to re-enter and reacquire the Property, together with any

any improvements thereon, shall be subject to the lien of mortgages held by institutional lenders

securing financing with regard to the purchase of the Property by Purchaser or construction

-

to such construction financ -enter and reacquire,

Purchaser, or any subsequent owner of the Property and any improvements thereon, upon

demand by Seller, shall deliver to Seller a deed(s), in form and substance satisfactory to Seller,

conveying the Property, together with any improvements thereon, to Seller. Any attorney costs

or fees incurred by Seller in exercising the above right to re-enter and reacquire the Property,

together with any improvements thereon, shall be paid by Purchaser.

Section 8. To Be Delivered By Seller at Closing

51

At the Closing, Seller will deliver the following to Purchaser:

(a) Letter of the Borough Board, approving the sale of the Property

by the City to Seller;

(b) Proof of the approval by the Approving Authority of the sale of the Property by

the City to Seller;

(c) Certificate of the Secretary or an Assistant Secretary of Seller, dated on or prior to

the Closing Date, certifying to the adoption of resolutions by the Board of Directors of Seller

authorizing the sale of the Property by Seller;

(d) Deed referred to in Section 1 hereof executed by Seller and in proper form for

recordation; and

(e) Copy of letters by attorney for the City t

liens affecting the Property (except those taxes and liens that are owed or in place as a result of

permit, if any, for the Property).

Section 9. To Be Delivered by Purchaser at the Closing

At the Closing, Purchaser will deliver the following to Seller:

(a) Check(s) in payment of $ of the Purchase Price, as required

under Section 2(a)(2) hereof.

Section 9A. Delivery of the Escrow Agreement

52

Agreement) shall deliver the

executed copies of the City Lease to Seller and Purchaser.

SECTION 10. Transfer and Mortgage Taxes, Recording

(a) Purchaser shall pay, and at the Closin

the Real Estate Transfer Tax imposed by the State of New York, with respect to the Deed. At

the Closing, Seller and Purchaser, or their respective attorneys, shall execute and acknowledge

pursuant to Chapter 21 of Title 11 of the Administrative Code of the City and the New York

State Department of Taxation and Finance Combined Real Estate Transfer Tax Return, Credit

Line Mortgage Certificate, and Certification of Exemption from Payment of Estimated Personal

Income Tax (form TP- r shall

cause the Deed to be submitted for recording to the appropriate county office of the City Register

and, in connection therewith, shall deliver an executed counterpart of the RPT Return and

Combined Form to the City Register.

(b) Purchaser shall pay the full amount of the taxes set forth above in this Section 10

notwithstanding the inapplicability of such taxes to this transaction or any exemption which

Seller, Purchaser or the transaction involved may enjoy under law.

(c) Purchaser shall also cause the deed from the City to Seller to be submitted for

recording in the appropriate county office of the City Register.

SECTION 11. Representations, Warranties and Covenants of Purchaser

(a) Purchaser represents and warrants to Seller that:

53

(1) Purchaser has inspected the Property, has received and reviewed the Phase

I Analysis and the Existing Environmental Studies and is fully familiar with the physical

condition and sta

physical condition and state of repair it may be on the Closing Date, without any abatement or

reduction in, or credit or allowance against, the Purchase Price by reason of any loss, damage,

destruction or deterioration thereto or thereof subsequent to the date of this Contract.

(2) Purchaser has made a full and thorough examination and investigation

before entering into this Contract and, in entering into this Contract, Purchaser has not been

induced by and has not relied upon any representations, warranties or statements, whether oral or

written, express or implied, made by Seller or any agent, employee or other representative of

Seller or by any broker or any other person representing or purporting to represent Seller, which

are not expressly set forth in this Contract concerning the Property, its state of title, condition or

state of repair, tenancies or occupancies, the absence or presence of hazardous waste and

materials upon or under the Property, or any other matter affecting or relating to the Property or

this transaction.

I f Purchaser is a corporation, insert the following paragraph.

(3) Purchaser is a corporation duly authorized and organized, validly existing,

and in good standing under the laws of the State of New York, and has all requisite power and

authority to execute, deliver and perform this Contract. Upon execution and delivery of this

Contract by the parties hereto, this Contract shall constitute a legal, valid, binding and

enforceable obligation of Purchaser. [I f Purchaser is a real estate holding company, insert

the following: are the only stockholders of Purchaser [and User].]

54

OR I f Purchaser is a limited liability company, insert the following paragraph.

(3) Purchaser is a limited liability company, validly existing and in good

standing under the laws of the State of New York, and has all requisite power and authority to

execute, deliver and perform this Contract. Upon execution and delivery of this Contract by the

parties hereto, this Contract shall constitute a legal, valid, binding and enforceable obligation of

Purchaser. are the only members of Purchaser.

OR I f Purchaser is an individual and User a sole proprietorship, insert the following paragraph.

(3) Purchaser is the sole owner of User, a sole proprietorship, validly existing,

and in good standing under the laws of the State of New York, and has all requisite power and

authority to execute, deliver and perform this Contract. Upon execution and delivery of this

Contract by the parties hereto, this Contract shall constitute a legal, valid, binding and

enforceable obligation of Purchaser.

OR I f Purchaser is a partnership, insert the following paragraph.

(3) Purchaser is a partnership duly organized, validly existing and in good

standing under the laws of the State of New York, and has all requisite power and authority to

execute, deliver and perform this Contract. are the only partners in

Purchaser, and each of them has a % interest in Purchaser. Upon execution and delivery of

this Contract by the parties hereto, this Contract shall constitute a legal, valid, binding and

enforceable obligation of Purchaser.

(b) Purchaser covenants and agrees that:

55

(1) (i) With regard to each July 1 - June 30 period during which any part

agrees that it, and its successors and assigns, will submit to Seller, by August 1, on an annual

basis, an employment and benefits report in the form attached hereto as Exhibit B (or any

updated form required by Seller or any other applicable City agency and with the dates therein

must include in such Employment and Benefits Report information collected by Purchaser from

Tenants.

(ii) Purchaser agrees that during the Reporting Period, it, and its successors

and assigns, will receive and in good faith consider such proposals as the City and City-related

entities may make with regard to jobs Purchaser, or its successors and assigns will seek to fill in

relation to its activities on or concerning the Property and shall provide the City and such entities

with the opportunity (a) to refer candidates who are City residents having the requisite

experience for the positions in question, and/or (b) to create a program to train City residents for

those jobs.

(iii) Each Lease Agreement (as defined in Section 4(_) hereof) entered into by

Purchaser, or its successors or assigns, prior to the end of the Reporting Period, shall include

provisions requiring the Tenant:

(A) with regard to each July 1 - June 30 fiscal year period during the

Reporting Period, to complete with regard to itself and its subtenants items 1-5, 15 and 16 of the

Employment and Benefits Report (with the dates therein updated to reflect the applicable fiscal

year) and to sign such report and submit it to Purchaser or its successors and assigns before the

August 1st immediately following such fiscal year period; and

56

(B) to receive and in good faith consider such proposals as the City and

City-related entities may make with regard to jobs such Tenant will seek to fill in relation to its

activities on or concerning the Property, in

City and such entities with the opportunity (i) to refer candidates who are City residents having

the requisite experience for the positions in question, and/or (ii) to create a program to train City

res

consideration of such proposals.

Such agreement must provide that both Purchaser and Seller and their successors

and assigns shall be beneficiaries of each such agreement by each Tenant. Purchaser and its

successors and assigns must reserve the right, on behalf of themselves and Seller and its

successors, designees and assigns, as third party beneficiaries, to seek specific performance by

Tenants, at the expense of such Tenants, of the obligations set forth in Section 11(b)(1)(iii) above

and to fulfill those other obligations set forth in such Sections.

(iv) Purchaser must retain for six (6) years all forms completed by its Affiliates

and Tenants and at Seller

forms and provide Seller with a copy of such forms.

(v) In the event that Purchaser or any subsequent owner of all or part of the

Property sells all or part of the Property prior to the end of the Reporting Period, each such

owner of all or part of the Property subsequent to Purchaser shall comply with the requirements

of Section 11(b)(1) hereof in the same manner as if such subsequent owner was Purchaser and

had not sold the Property.

In addition to any other requirements with regard to any sale of all or part of the

Property, the seller of all or part of the Property during the Reporting Period shall promptly

57

notify Seller in writing, at the address for notices to it under this Contract, of the name and

address of each purchaser of all or part of the Property. Each instrument of sale shall include the

requirements set forth above in this paragraph.

(vi) The provisions of this Section (11)(b)(1) shall survive the Closing.

I f Purchaser is a real estate holding company, insert the following paragraph.

(2) No [stock] [membership interest] of Purchaser shall be sold, assigned or

otherwise transferred, nor shall any additional [stock] [membership interest] in Purchaser be

issued, between the date of this Contract and the Closing without the prior written approval of

Seller. If any such [stock] [membership interest] is sold, assigned, transferred or issued without

ntract and terminate

this Contract by written notice to Purchaser and retain the Down Payment as provided in Section

15.

(3)

review of Purchaser and its principals discloses, or Seller otherwise becomes aware of, any

to the City by Purchaser or its principals or any outstanding City liens against Purchaser or its

principals, then Purchaser

such persons or entities to enter into agreements with the City to pay within a defined period of

e such

persons or entities to unconditionally discharge all such liens, and Purchaser shall deliver to

Seller satisfactory evidence of such payment and discharge and/or Workout Agreements and

58

compliance therewith, within thirty (30) days (but in no event after the last date for the Closing

set forth in Section 5) after Purchaser has been notified by Seller of such City Charges.

(4) On or before the conclusion of the City Lease, Purchaser shall complete

and return to Seller the initial employment report (the Exhibit

A. If the information filled in by such Tenant on the Initial Report changes between the date of

its submittal to Purchaser and the conclusion of the term of the City Lease, Tenant (as defined in

the Initial Report) shall promptly submit an amended Initial Report to Purchaser. Purchaser must

Seller. Each Lease Agreement entered into prior to the end of the Reporting Period (as defined

in Section 11(b)(1)(i)) shall also include the provisions required by, and shall otherwise comply

with, Section 11(b)(1)(iii) of this Contract. If the information filled in on the Initial Report

changes between the date of its submittal to Seller and the Closing, Purchaser shall promptly

submit an amended Initial Report to Seller.

(c) Purchaser represents that, upon execution of this Contract, Purchaser has

delivered to Seller a non-refundable fee in the amount of $ [the amount to be

filled in should be determined from the fee chart], receipt of which is hereby acknowledged by

Seller. Purchaser agrees that such fee is intended to compensate Seller for its time and effort

spent in negotiating and administering this Contract and that in no circumstances shall such fee

either be (1) refunded to Purchaser, or (2) applied towards the Purchase Price or any other fee or

expense payable hereunder. This representation and agreement shall survive the termination of

this Contract.

59

(d) Purchaser represents that, upon or prior to execution of this Contract, Purchaser

has delivered to Seller a payment in the amount of $ to reimburse Seller for costs

incurred by Seller prior to the execution of this Contract for an initial fee appraisal of the

Pr

Purchaser has delivered to Seller a payment in the amount of $ to reimburse

Seller for costs incurred by Seller prior to the execution of this Contract for the Phase I Analysis

and the Existing Environmental Studies. Seller acknowledges receipt of such reimbursement

amount. Purchaser agrees that such amount is intended to reimburse Seller for its costs for the

Purchase Appraisal and the Phase I Analysis and that in no circumstances shall such payment for

the Purchase Appraisal either be (1) refunded to Purchaser, or (2) applied towards the Purchase

Price. This representation and agreement shall survive the termination of this Contract.

(e ) The provisions and covenants set forth in this Section 11 shall survive the

Closing.

(f) If Purchaser shall make any false representation or warranty with respect to any

representation or warranty required to be made pursuant to this Section 11, the making of such

false representation or warranty shall be deemed to constitute a default by Purchaser under this

Contract.

Section 12. Title Defects

Nothing contained in this Contract shall obligate Seller to incur any expense or to bring

any action or proceeding in order to cure any defects, encumbrances or other objections to title or

to render title marketable or in accordance with this Contract. If, however, Seller elects to

attempt to render title marketable or in accordance with this Contract or to remove any such

60

objection and is unable to do so before the Closing Date, Seller shall be entitled to adjourn the

Closing Date for a period of up to sixty (60) days by delivering a notice by ordinary mail to

this Contract or to remove any such objection prior to the Closing Date or if Seller shall elect at

any time not to remove such objection or not to take such actions as are necessary to render title

marketable or in accordance with this Contract, then Seller shall so notify Purchaser. Unless

Purchaser elects, by notice delivered to Seller wi

such title as Seller is prepared to convey, without abatement of the Purchase Price, this Contract

ipso facto shall be deemed terminated, both parties mutually shall be released from all liability

under this Contract, and Seller shall cause the Down Payment to be refunded to Purchaser.

Section 13. Notice

(a) Any notice, demand, or request that, under the terms of this Contract or under any

statute, must or may be given or made by either of the parties hereto to the other party shall be in

writing, and, except as otherwise expressly provided herein, shall be given by mailing the same

by registered or certified mail addressed as follows:

If to Seller: New York City Economic Development Corporation 110 William Street New York, New York 10038 Attn: General Counsel With a copy to: New York City Economic Development Corporation 110 William Street New York, New York 10038 Attn: Executive Vice President for Development

61

If to Purchaser: _____________________________________________ _____________________________________________ _____________________________________________

_____________________________________________ _____________________________________________ _____________________________________________

(b) Either party, however, may designate in writing any new or other address to

which such notice, demand or request shall thereafter be so mailed. Any such notice, demand or

request shall be deemed given when deposited in a general or branch post office, maintained by

the U.S. Postal Service, enclosed in a registered or certified prepaid wrapper addressed as herein

provided.

Section 14. Broker

I f there is no broker, insert the following paragraph.

Seller and Purchaser mutually agree that no broker brought about this sale. Purchaser

agrees, however, to defend, indemnify and hold harmless the City and Seller and their respective

officers, directors, members, principals, agents, representatives and employees from and against

any obligation, liability, claim, demand, penalty, fine, damages, cost, expense and judgment

incurred by Seller or the City as a result of any claim for commission or other similar

compensation brought by any broker or brokerage firm or other firm or individual relating to the

proposed or actual purchase described herein. Each of Seller and the City may participate in the

62

defense of any action or matter of a type described above, with an attorney chosen by Seller or

the City. The provisions of this Section shall survive the Closing.

I f there is a broker, insert a paragraph to reflect the terms of the particular broker

arrangement.

Section 15.

(a) If by the Closing Date (1) (x) all the Conditions for Closing have been satisfied or

(y) all the Conditions for Closing have been satisfied other than those in the control of the City

and/or Seller whic

Purchaser were willing to close by the Closing Date, and (2) Purchaser, prior to the Closing Date

expresses its intent not to close, or, on the Closing Date refuses or willfully fails to close, then

Purchaser shall be in default of this Contract.

(b) If Purchaser shall default in the manner set forth in Section 15(a) or shall default

in the performance of any of its other obligations under this Contract, then Seller shall have the

right to terminate this Contract and to retain the Down Payment as liquidated damages of Seller

against Purchaser by reason of such default or false representation.

(c) If it shall be determined after the Closing that any representations or warranties

required to have been made by Purchaser pursuant to Section 11 hereof were false and

misleading when made, then Seller shall be entitled to seek as equitable relief in a court of law

the remedy of rescission.

Section 16. Adjustments

If on the Closing Date, any rents or charges payable by any tenant of the Property are past

due, rent and moneys received by Purchaser subsequent to the Closing in payment of such rents

63

or charges shall be received in trust by Purchaser for the account of the City and shall be remitted

promptly by Purchaser to the City. With regard to any such past due rents and charges not

collected by Purchaser within nine (9) days following the Closing, the City may pursue such

remedies for collection thereof, for its own account, as it may deem advisable. The City is a

beneficiary of this provision. This provision shall survive the Closing.

Section 17. Environmental Provisions

(a) For purposes of

defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., or

New York Environmental Conservation Law, Section 27-

regulations adopted and publications promulgated pursuant to the above, and all other applicable

laws, rules or regulations of all Federal, State and local authorities having jurisdiction over the

Property.

(b)

Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section

9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the

Hazardous Materials Transportation Authorization Act, 49 U.S.C. Section 5101 et seq., the New

York Environmental Conservation Law, Section 27-0901 et seq., the Clean Water Act, 33 U.S.C.

64

Section 1321 et seq., and any Federal, State, or local statute, law, ordinance, code, rule,

regulation, order or decree regulating, relating to, or imposing liability or standards of conduct

concerning, any hazardous, toxic, radioactive, biohazardous or dangerous waste, substance or

materials, including any regulations adopted and publications promulgated with respect thereto.

(c) Purchaser expressly represents, warrants, and agrees that Seller has given

Purchaser a full and fair opportunity to inspect the Property for the presence of any Hazardous

Substance on or beneath the Property and Purchaser has inspected the Property and is fully

familiar with the environmental, health and safety condition of the Property.

(d) Purchaser, for itself and its successors and assigns, hereby absolutely waives, and

agrees that neither it nor its successors and assigns, if any, shall make any claim for damages,

contribution, indemnification or otherwise against Seller or the City, as applicable, which

Purchaser or its successors or assigns may now or hereafter have or discover in connection with

Hazardous Substances on, in, at, under, beneath, emanating from or affecting the Property, or in

connection with any voluntary or required removal or remediation thereof (including, without

limitation, claims relating to the release, threatened release, disturbance, emission or discharge of

Hazardous Substances). Seller and the City shall have no liability to Purchaser, or its successors

or assigns, with regard to Hazardous Substances, on, at, in, under, beneath, emanating from or

affecting the Property. Such waiver of liability shall cover, without limitation, any and all

liability to Purchaser, both known and unknown, present and future, for any and all

environmental liabilities, including without limitation any and all strict and other liability, costs,

claims, fines, penalties, damages under any and all Environmental Laws with respect to

investigating, remediating, mitigating, removing, treating, encapsulating, containing, monitoring,

65

abating, or disposing of any Hazardous Substance, and any costs incurred to come into

compliance with Environmental Laws.

(e) Purchaser, its officers, directors, employees, agents, predecessors, successors, and

indemnify, defend, reimburse, and hold harmless the City and Seller, and each of their respective

officers, directors, employees, agents, successors, and assigns, and each of them from and

against any and all environmental liabilities under any Environmental Laws.

(f) The obligations of Purchaser and Agents shall include, without limitation the

burden and expenses of defending against any environmental liabilities under any Environmental

Law, with counsel reasonably approved by the Seller.

(g) The provisions of this Section 17 and the obligations of Purchaser, its successors

and assigns, hereunder shall survive this Contract and the transfer of title.

Section 18. Miscellaneous

(a)

divest itself of any interest herein, without the prior written consent of Seller. Any attempted

assignment in contravention of this paragraph shall be void.

(b) This Contract constitutes the full agreement between the parties with respect to

the transaction contemplated herein, and all prior understandings and agreements are merged into

this Contract. Neither this Contract nor any provision hereof may be changed or canceled except

by agreement in writing signed by the party (acting by a duly authorized partner or officer

thereof if the party is a partnership or corporation) against whom any purported change is sought

to be enforced.

66

(c) This Contract shall be governed by, and construed in accordance with, the laws of

the State of New York.

(d) The captions in this Contract are inserted for convenience of reference only and in

no way define, describe or limit the scope or intent of this Contract or any of the provisions

hereof.

(e) This Contract shall be binding upon and shall inure to the benefit of the parties

hereto and their respective successors and permitted assigns.

(f) The gender used in this Contract shall be deemed to refer to the masculine,

feminine, or neuter gender, as the identity of the contracting parties may require. The singular

shall include the plural as the context may dictate.

Section 19. Binding Agreement

(a) Neither the submission of this Contract form to Purchaser nor the execution of

this Contract by Purchaser nor the submission of the Down Payment by Purchaser to Seller nor

the receipt and deposit of the Down Payment by Seller shall constitute an offer by Seller to

Purchaser to sell the Property to Purchaser or an agreement by Seller to sell the Property to

Purchaser. This Contract shall not be or become binding upon Seller to any extent or for any

purpose unless and until it is executed by Seller and Purchaser and a fully executed counterpart

thereof is delivered to Purchaser.

(b) Each of the signatories below represents that it has authority to sign on behalf of

the party for which it signed and has the power to bind such party.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date

first above written.

67

NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION

By: Name: Title:

[INSERT NAME OF PURCHASER]

By: Name: Title:

- 68 -

EXHIBIT A

69

EXHIBIT B

EMPLOYMENT AND BENEFITS REPORT

70

71

72

73

EXHIBIT C

LIST OF OCCUPANTS

[to be provided]

EXHIBIT D

LEASE BETWEEN PURCHASER AND SELLER

[to be provided]

74

APPENDIX 2: LEASE A lease is included below. DCAS and NYCEDC reserve the right to modify the lease terms and to accept or reject any changes proposed by Respondents.

LEASE BETWEEN

(Landlord)

&

THE CITY OF NEW YORK DEPARTMENT OF CITYWIDE ADMINISTRATIVE SERVICES

1 CENTRE STREET, 20TH FLOOR NORTH NEW YORK, NEW YORK 10007

(Tenant)

________________________________________________________________________________

Premises: (Block , Lot ) Borough of

Approximately rentable square feet of space to be used by

_______________________________________________________________________________

***** 4th DRAFT April 18, 2012

Reviewed by: Attorney __________ Date__________ Dir.Arch.Services __________ Date__________ Dir. Design/Project Management________ Date__________ Negotiator ___________ Date__________

75

INDEX

PAGES

ARTICLE 1 TERM .................................................................................................................. 78  

ARTICLE 2 RENT ..................................................................................................................... 79  

ARTICLE 3 OPTION TO TERMINATE ................................................................................ 82  

ARTICLE 4 ................................................................................................................................. 82  

ARTICLE 5 LANDLORD'S INTEREST IN PREMISES ...................................................... 82  

ARTICLE 6 {INTENTIONALLY OMITTED} ....................................................................... 82  

ARTICLE 7 COMPLIANCE WITH LAWS ........................................................................... 83  

ARTICLE 8 REAL ESTATE TAXES, ASSESSMENTS, WATER RATES, SEWER

RENTS, ARREARS .................................................................................................................... 83  

ARTICLE 9 BUILDING SERVICES ....................................................................................... 84  

ARTICLE 10 INTENTIONALLY OMITTED ........................................................................ 85  

ARTICLE 11 ALTERATIONS BY TENANT ......................................................................... 85  

ARTICLE 12 END OF TERM .................................................................................................. 86  

ARTICLE 13 REPAIRS ............................................................................................................. 86  

ARTICLE 14 INTENTIONALLY DELETED ........................................................................ 86  

ARTICLE 15 DESTRUCTION BY FIRE OR OTHER CASUALTY .................................. 86  

ARTICLE 16 NO EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE ................... 87  

ARTICLE 17 QUIET ENJOYMENT ....................................................................................... 88  

ARTICLE 18 INTENTIONALLY OMITTED ........................................................................ 88  

ARTICLE 19 SUBORDINATION AND NON-DISTURBANCE .......................................... 88  

ARTICLE 20 TENANT NOT A HOLDOVER TENANT ...................................................... 89  

76

ARTICLE 21 NOTICES ............................................................................................................ 89  

ARTICLE 22 FORCE MAJEURE............................................................................................ 91  

ARTICLE 23 SAVE HARMLESS ............................................................................................ 91  

ARTICLE 24 INVESTIGATIONS ........................................................................................... 92  

ARTICLE 25 SIGNIFICANT RELATED PARTY TRANSACTIONS ................................ 95  

ARTICLE 26 INTENTIONALLY DELETED ........................................................................ 96  

........................................................... 96  

ARTICLE 28 NO WAIVER ...................................................................................................... 96  

ARTICLE 29 BROKERAGE .................................................................................................... 97  

ARTICLE 30 LEASE ENTIRE AGREEMENT ...................................................................... 97  

ARTICLE 31 APPLICABLE LAW .......................................................................................... 97  

EXHIBITS

-DISTURBANCE/ATTORNMENT

AGREEMENT

77

THE CITY OF NEW YORK DEPARTMENT OF CITYWIDE ADMINISTRATIVE SERVICES

ASSET MANAGEMENT 1 CENTRE STREET, 20TH FLOOR NORTH

NEW YORK, NEW YORK 10007

AGREEMENT OF LEASE

2012, between , whose address is

corporation, acting through the Department of Citywide Administrative Services, with an address

at 1 Centre Street, 20th Floor North, New York, New York 10007, hereinafter designated as

W I T N E S S E T H:

WHEREAS, the parties hereto desire to enter into a lease consisting all of the rentable

square footage in the Building located at ___________________________________ (Block ,

WHEREAS, this Lease may be executed by the Deputy Commissioner of the

Department of Citywide Administrative Services subject to approval as to form by the

Corporation Counsel of the City of New York; and

WHEREAS, the Board of Directors of Landlord by resolution adopted on

, 2012, authorized the execution of this Lease by one of its officers.

NOW, THEREFORE, Landlord hereby leases to Tenant, and Tenant hereby leases

from Landlord, the Demised Premises which shall be used by Tenant for the same, or

substantially the same, purposes and uses as those purposes and uses extant as of the date of this

78

Lease above, upon the terms and conditions hereinafter set forth. The parties agree that the total

rentable square footage comprising the Demised Premises as of the date of this Lease first

written above is ______________.

ARTICLE 1

TERM

(A)

commencing upon______________ (the "Commencement Date") and expiring on

(B) Landlord hereby grants to Tenant the right and option to sequentially

(6) calendar months each (each six (6) calendar month extension period being referred to as the

all the same terms and conditions set forth in this Lease, except for rent which shall be as set

forth in Article 2 below and the size of the Demised Premises as such premises may be reduced

Option to Extend shall be exercised by Tenant giving to Landlord at least sixty (60) calendar

Extended Term thereafter shall be exercised by Tenant giving to Landlord the same sixty (60)

calendar days written notice prior to the date that is the day immediately following the date that

79

the prior six (6) month Extended Term expires.

Upon the exercise of each Option to Extend as aforesaid, the Term of this Lease shall be

automatically extended in accordance with the provisions of this Section B without further notice

or act required by either party to this Lease.

ARTICLE 2

RENT

(A) There shall be no rent or other charges due and payable to Landlord by Tenant

during the Initial Term.

(B)

m after the Initial Term

First Extended Term Commencement Date (the

Tenant exercises the Option(s) to Extend for Extended Term(s) subsequent to the First Extended

Term, then Rent for each Extended Term thereafter, commencing on and from the Second

Extended Term Commencement Date

the Fair Market Rental Rate for the Demised Premises plus five percent (5%) thereon, increasing

l mean the prevailing monthly rental rate charged in New York City by landlords in

New York City at such time for comparable buildings and uses and comparable services

provided by a landlord or tenant, in comparable areas, with comparable space and further taking

80

into account and any concessions/installation and/or improvements made by or granted by

landlords in New York City in connection therewith and other factors generally applied by the

commercial real

estate industry in New York City in determining fair market rental rates.

Landlord of its determination of Fair Market Rental Rate. If Landlord and Tenant fail to agree as

to Fair Market Rental Rate within twenty (20) days

determination, then Fair Market Rental Rate shall be determined as follows: such dispute shall

be resolved by arbitration requested by either party and conducted in accordance with the Real

Estate Arbitration Rules (Expedited Procedures) of the American Arbitration Association

provisions of said rules. The Arbitrator shall be selected by Landlord and Tenant. If they fail to

agree within twenty (20) days after request for arbitration by either party then the Arbitrator shall

be appointed pursuant to the applicable AAA rules. The Arbitrator shall conduct such hearings

and investigations as he may deem appropriate and shall, within thirty (30) days after the date of

designation, deliver to Landlord and Tenant his determination of Fair Market Rental Rate. The

is greater than

e shall be the

81

Market Rental Rate shall not be made on or before the first day of the First Extended Term, then

pending such final determination, Tenant shall pay as Rent for the First Extended Term, an

from final determination of Fair Market Rental Rate as set forth above, Tenant shall either tender

to Landlord any Rent deficiency then outstanding or deduct a credit by reason of overpayment.

Rent shall be payable in equal monthly installments at the end of each calendar month,

provided that if the Initial Term Commencement Date and/or the Initial Term Expiration Date (or

the expiration date of the last Extended Term if Tenant exercises its Option(s) to Extend as

applicable) occur on a date other than the first and last day of a month, respectively, then Tenant

shall pay only a pro-rata share of the monthly installment for the period of its occupancy based

upon a thirty (30) day calendar month. Rent shall be payable at Landlord's address hereinbefore

set forth or at such other address as may be designated by Landlord from time to time, by notice

in the manner provided in Article 21 hereof.

All bills sent by Landlord to Tenant shall have clearly reflected thereon the property,

address, and block and lot for which the bill is being sent. All bills must be legible and must

contain the address to which the payment should be sent. The name, address, and telephone

manner designated in Article 21 hereof.

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ARTICLE 3

OPTION TO TERMINATE

Tenant shall have the right to terminate this Lease (i) in its entirety or (ii) in part on a

floor by floor basis, without any penalty or liability to Tenant, at any time during the Initial Term

or any Extended Term of this Lease, upon sixty (60) days prior written notice to the Landlord.

Upon partial termination of this Lease by Tenant, rent and other amounts otherwise due and

payable to Landlord during any Extended Term or any holdover period pursuant to this Lease

shall be proportionately reduced on a square footage basis to reflect such partial termination(s) of

the Lease.

ARTICLE 4

{INTENTIONALLY OMITTED}

ARTICLE 5

LANDLORD'S INTEREST IN PREMISES

Landlord warrants and represents that it is the owner in fee of the Building, the Demised

Premises, and the real property on which they are located and is empowered and authorized to

lease said Demised Premises as provided herein.

ARTICLE 6

{INTENTIONALLY OMITTED}

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ARTICLE 7

COMPLIANCE WITH LAWS

all requirements, rules, laws, regulations and orders of Federal, State and local authorities having

ar manner of use thereof

during the Initial Term and any Extended Term.

ARTICLE 8

REAL ESTATE TAXES, ASSESSMENTS,

WATER RATES, SEWER RENTS, ARREARS

Tenant shall pay all real estate taxes, assessments, water rates and sewer rents levied

against said Building and Land for the tax lot where the Demised Premises is located or that may

be liens thereon that are allocable to the Demised Premises covered by this Lease, which

allocation shall be proportionate to the total square footage of the Demised Premises remaining

following any partial termination(s) of this Lease to the total square footage of the Demised

Premises as the date of this Lease first written above. In the event Tenant challenges any such

taxes, charges, assessments, etc., Landlord shall make reasonable efforts to cooperate and comply

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ARTICLE 9

BUILDING SERVICES

Tenant shall provide its own Building services to the extent it deems necessary and

desirable at its sole cost and expense, it being understood that Landlord shall not be required to

provide any services to or for the Building; provided, however, that Landlord shall act in good

faith and extend its fullest cooperation to Tenant to enable Tenant to obtain any services and

supplies that Tenant may require or desire, such as, by way of example hot and cold water,

adequate elevator service, electricity, heating fuel and supplies, if such services/supplies will only

be furnished or provided to Tenant by the applicable public utility(ies) and/or other provider(s) of

same supplies/service(s) if Landlord, as owner of the Building, first enters into an agreement or

undertaking with, and/or supplies documentation to, said utility(ies) or provider(s) in accordance

agreements, undertakings, and/or supply the requisite documentation as promptly as practicable

after being informed by Tenant or the utility(ies)/providers of the need for same by and from the

owner of the Building as a prerequisite of said utility(ies)/providers furnishing such

services/supplies to Tenant; or, in the alternative, Landlord shall enter into such agreements and

undertakings with - in-

fact and agent, with full power to act on behalf of Landlord/owner for the sole purpose of

enabling Tenant to obtain such desired or required services/supplies which only the owner of the

Building could otherwise obtain. Landlord shall be reimbursed by Tenant for all reasonable and

customary costs and expenses incurred by Landlord in connection with such cooperative actions,

and Tenant shall be responsible and liable for the cost of any agreements which Landlord has

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services/supplies to Tenant.

ARTICLE 10

{INTENTIONALLY OMITTED}

.

ARTICLE 11

ALTERATIONS BY TENANT

Tenant may but shall have no obligation to make alterations, decorations, installations,

additions and improvements in and to the Demised Premises and may erect signs therein or

nreasonably withheld

or delayed.

All personal property and trade fixtures of whatever kind or nature in or on the

Demised Premises which are owned or installed by Tenant shall be and remain the property of

Tenant and within thirty (30) days of expiration or termination of this Lease, Tenant shall remove

such personalty and trade fixtures at its sole cost and expense (in the case of partial

termination(s) of this Lease pursuant to Article 3 above, Tenant shall remove such personalty and

trade fixtures only

termination(s)).

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ARTICLE 12

END OF TERM

Upon the expiration or other termination of the term of this Lease, Tenant shall quit and

surrender the Demised Premises broom clean and in good order and condition, with ordinary

wear and tear, damage by the elements, including fire and other casualty and by events not

caused by Tenant, excepted.

ARTICLE 13

REPAIRS

Tenant, at its sole cost and expense, may but shall not be obligated to make repairs to

the Demised Premises that it considers desirable or necessary and shall also make structural

repairs to the Demised Premises and/or the Building as a result of damage thereto which arises

solely from, or which is ex

the Lease.

ARTICLE 14

INTENTIONALLY DELETED

ARTICLE 15

DESTRUCTION BY FIRE OR OTHER CASUALTY

If the Demised Premises are totally or partially damaged or totally or partially destroyed

by fire or other casualty, then Tenant, at its sole option, may (i) terminate this Lease in its

entirety; (ii) partially terminate this Lease with respect to the floor(s) so damaged or destroyed, or

87

(iii) repair the damage and restore the Demised Premises to substantially the same condition as

exercises the option in clause (iii) above and is no longer conducting business in the damaged

area(s) of the Demised Premises, then from the date of such damage to the date that the damaged

portion(s) of the Demised Premises is/are fully repaired and restored as aforesaid, rent and other

charges otherwise due to Landlord during an Extended Term shall proportionately abate and not

be payable to Landlord until such time as Tenant reoccupies the damaged area(s) and conducts

business therein (such proportionate abatement being determined by a ratio, the numerator of

which is the total square footage of the damaged area(s) and the denominator of which is the total

square footage comprising the entire Demised Premises following any partial termination(s) by

Tenant of this Lease pursuant to Article 3 above).

ARTICLE 16

NO EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE

Landlord warrants and represents that no officer, agent, employee or representative of

the City of New York has received any payment or other consideration for the making of this

Lease and that no officer, agent, employee or representative of the City of New York has any

interest, directly or indirectly, in this Lease or the proceeds thereof.

88

ARTICLE 17

QUIET ENJOYMENT

Landlord covenants that Tenant, paying the rent reserved herein, and performing all of

the other terms, covenants and conditions on its part to be performed, shall and may peaceably

and quietly have, hold and enjoy the Demised Premises for the use and purpose stated in this

Lease or for such other similar purposes as the Commissioner of Citywide Administrative

Services may determine.

ARTICLE 18

INTENTIONALLY OMITTED

ARTICLE 19

SUBORDINATION AND NON-DISTURBANCE

(A) This Lease shall be subject and subordinate to all existing mortgages of record or

future mortgages from a reputable lender or lending institution which may affect the real property

of which the Demised Premises form a part, provided, and as a condition precedent to the

subordination of this Lease to any of said mortgages, the mortgagee shall execute and deliver to

Tenant an agreement in recordable form and in the form acceptable to Tenant whereby said

mortgagee agrees that should it become necessary to foreclose such mortgage or should the

mortgagee otherwise come into possession of the Demised Premises, such mortgagee will not

join Tenant under this Lease in foreclosure or summary proceedings and will not disturb the use

and occupancy of Tenant under this Lease so long as Tenant is not in default under any of the

terms, covenants and conditions of this Lease.

(B) Notwithstanding anything to the contrary in the foregoing paragraph (A).,

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Landlord agrees, at its sole cost and expense, to deliver to Tenant, simultaneously with

Nondisturbance and Attornme

current mortgagee, ground lessor, and/or over landlord, as the case may be, which SNDA is

substantially the same in form and content as the SNDA attached hereto and made a part hereof

-condition of

ARTICLE 20

TENANT NOT A HOLDOVER TENANT

Landlord agrees not to hold Tenant liable as holdover tenant should it continue to

occupy the Demised Premises or any portion thereof after the expiration of the term of this Lease

but, in any such event, Tenant shall be deemed to be a tenant from month-to-month at a rental not

less than the same rental as that of the last month of the demised term; and the liability of Tenant

shall in no event be greater than that of a Tenant from month-to-month, any law to the contrary

notwithstanding.

ARTICLE 21

NOTICES

A. Any notice required to be given shall be in writing and shall be sent by certified

mail and addressed to Landlord at the address hereinbefore set forth or to Tenant addressed to:

90

ASSISTANT COMMISSIONER ACQUISITIONS and LEASING/ASSET MANAGEMENT UNIT

Department of Citywide Administrative Services Division of Real Estate Services 1 Centre Street, 20th Floor North

New York, N.Y. 10007

and

______________________

__________________________

Either party may change its address as set forth herein by notice to the other in the manner

provided for herein, provided that no notice of change of address shall be effective until the

month following the month in which notice is given. Notice shall be deemed given as of the day

of mailing.

B. Special Notices: In addition to any other notices expressly required under this

Lease to be given by Landlord to Tenant, Landlord shall immediately give written notice to

Tenant of (i) the giving of any notice or the taking of any action by the holder of any mortgage of

the Demised Premises, the result of which may be the foreclosure of, or the sale or taking of

possession of, all or any part of the Demised Premises, (ii) the commencement of a case in

bankruptcy or under the laws of any state naming Landlord as the debtor, or (iii) the making by

Landlord of an assignment or any other arrangement for the benefit of creditors under any state

statute.

C. Notwithstanding the foregoing, service of process to commence a summary

proceeding pursuant to Article 7 of the Real Property Actions and Proceeding Law (RPAPL)

relating to an occupancy by the City of New York or its agencies or officers of the Demised

Premises which at its commencement was authorized under this Lease shall be served in the

91

manner required by CPLR §311.

ARTICLE 22

FORCE MAJEURE

Landlord, Tenant or any leasehold mortgagee shall not be deemed in default if it is

delayed in the performance of any act, matter or thing which it is obligated to perform hereunder,

if such delay is an "unavoidable delay". An "unavoidable delay" shall mean a delay caused by (i)

strikes, lockouts, or labor disputes; (ii) acts of God, governmental restrictions, regulations or

controls, enemy or hostile governmental actions, civil commotion, insurrection, revolution,

sabotage, fire, other casualty, or other conditions similar to those enumerated in this Article . In

the event of any unavoidable delay, all dates for performance shall automatically be extended by

a period equal to the aggregate period of all such delays.

ARTICLE 23

SAVE HARMLESS

Landlord and Tenant shall each indemnify and hold harmless the other party from and

against any and all liability, fines, suits, claims, demands, expenses and actions of any kind or

nature arising by reason of injury to person or property occurring on or about the Demised

Premises, the Building, or the real property of which they form a part, occasioned in whole or in

part by its acts or omissions or the acts or omissions of any person present by its license and/or

permission, express or implied.

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ARTICLE 24

INVESTIGATIONS

1.1 The parties to this agreement agree to cooperate fully and faithfully with any

investigation, audit or inquiry conducted by a State of New York (State) or City of New York

(City) governmental agency or authority that is empowered directly or by designation to compel

the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector

General of a governmental agency that is a party in interest to the transaction, submitted bid,

submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit

or inquiry.

1.2(a) If any person who has been advised that his or her statement, and any

information from such statement, will not be used against him or her in any subsequent criminal

proceeding refuses to testify before a grand jury or other governmental agency or authority

empowered directly or by designation to compel the attendance of witnesses and to examine

witnesses under oath concerning the award of or performance under any transaction, agreement,

lease, permit, contract, or license entered into with the City, the State, or any political subdivision

or public authority thereof, or the Port Authority of New York and New Jersey, or any local

development corporation within the City, or any public benefit corporation organized under the

laws of the State of New York, or;

1.2(b) If any person refuses to testify for a reason other than the assertion of his or her

privilege against self-incrimination in an investigation, audit or inquiry conducted by a City or

State governmental agency or authority empowered directly or by designation to compel the

attendance of witnesses and to take testimony under oath, or by the Inspector General of the

governmental agency that is a party in interest in, and is seeking testimony concerning the award

93

of, or performance under, any transaction, agreement, lease, permit contract, or license entered

into with the City, the State, or any political subdivision thereof or any local development

corporation within the City, then;

1.3(a) The commissioner or agency head whose agency is a party in interest to the

transaction, submitted bid, submitted proposal, contract, lease, permit, or license shall convene a

hearing, upon not less than five (5) days written notice to the parties involved to determine if any

penalties should attach for the failure of a person to testify.

1.3(b) If any non-governmental party to the hearing requests an adjournment, the

commissioner or agency head who convened may, upon granting the adjournment, suspend any

contract, lease, permit, or license pending the final determination pursuant to paragraph 1.5

below without the City incurring any penalty or damages for delay or otherwise.

1.4 The penalties which may attach after a final determination by the commissioner

or agency head may include but shall not exceed:

(a) The disqualification for a period not to exceed five (5) years from the

date of an adverse determination for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City; and/or

(b) The cancellation or termination of any and all such existing City

contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the notice scheduling the hearing, without the City incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City.

1.5 The commissioner or agency head shall consider and address in reaching his or

94

her determination and in assessing an appropriate penalty the factors in paragraphs (a) and (b)

below. He or she may also consider, if relevant and appropriate, the criteria established in

paragraphs (c) and (d) below in addition to any other information which may be relevant and

appropriate:

(a) The party's good faith endeavors or lack thereof to cooperate fully and

faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought.

(b) The relationship of the person who refused to testify to any entity that is

a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity.

(c) The nexus of the testimony sought to the subject entity and its contracts,

leases, permits or licenses with the City.

(d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 1.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity.

1.6(a) The term "license" or "permit" as used herein shall be defined as a license,

permit, franchise or concession not granted as a matter of right.

1.6(b) The term "person" as used herein shall be defined as any natural person doing

business alone or associated with another person or entity as a partner, director, officer, principal

or employee.

1.6(c) The term "entity" as used herein shall be defined as any firm, partnership,

95

corporation, association, or person that receives monies, benefits, licenses, leases, or permits

from or through the City or otherwise transacts business with the City.

1.6(d) The term "member" as used herein shall be defined as any person associated

with another person or entity as a partner, director, officer, principal or employee.

1.7 In addition to and notwithstanding any other provision of this Agreement, the

Commissioner or agency head may in his or her sole discretion terminate this Agreement upon

not less than three (3) days written notice in the event contractor fails to promptly report in

writing to the Commissioner of Investigation of the City of New York any solicitation of money,

goods, requests for future employment of other benefit or thing of value, by or on behalf of any

employee of the City or other person, firm, corporation or entity for any purpose which may be

related to the procurement or obtaining of this Lease by the Landlord, or affecting the

performance of this Lease.

ARTICLE 25

SIGNIFICANT RELATED PARTY TRANSACTIONS

Landlord shall be required to disclose and notify Tenant of any transactions with

significant related parties, including subsidiaries and affiliates of Landlord, the costs of which are

charged to Tenant as rent. For purpo

mean any person, corporation, partnership or other entity that directly or indirectly controls, is

controlled by, or is under common control with, Landlord, whether as a result of ownership,

shared management and/or governance, financial or other contractual arrangements or otherwise.

When such transactions occur, prices of same must be in line with normal industry practice in

d party transactions shall result

96

in a disallowance of such costs that would otherwise be billed as rent. If such related party

transactions occurred and were disclosed, but it is found by Tenant that the costs thereof exceed

normal industry costs in an arms length third party transaction in New York City, then such

excessive charges shall be disallowed.

ARTICLE 26

INTENTIONALLY DELETED

ARTICLE 27

Landlord hereby warrants that it is not in default of any obligation to the City of New

York, nor is Landlord, its officers, principals or stockholders a defendant in any action instituted

by the City.

The partners or, if a corporate entity, officers and shareholders of the corporation, who

own the Demised Premises are as follows:

Any misrepresentation by Landlord with regard to this warranty shall constitute a basis

for rescission of this Lease.

ARTICLE 28

NO WAIVER

The failure by Tenant or Landlord to insist, in one or more instances upon the full

construed as a waiver of a subsequent breach of the same or any other covenant or condition, and

97

of any act by the other requiring the Consenting Party's consent or approval shall not be

subsequent similar act by Landlord. No provision of this Lease shall be deemed to have been

waived by Tenant unless such waiver be in writing signed by Tenant.

ARTICLE 29

BROKERAGE

Tenant shall in no event be liable for brokerage commissions.

ARTICLE 30

LEASE ENTIRE AGREEMENT

This Lease sets forth the entire agreement between the parties, superseding all prior

agreements and understandings, written or oral, and may not be altered or modified except by a

writing signed by both parties. This Lease shall be binding upon the parties hereto, their

successors, legal representatives and assigns.

ARTICLE 31

APPLICABLE LAW

This Lease shall be governed by and construed in accordance with the internal laws of

the State of New York.

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IN WITNESS WHEREOF, the said parties have caused this Lease to be executed the

day and year first above written.

Landlord

By___________________________

THE CITY OF NEW YORK, Tenant

By________________________ Theresa Ward Chief Asset Management Officer Deputy Commissioner Department of Citywide Administrative Services

Approved as to Form: ______________________ Acting Corporation Counsel

99

UNIFORM FORM OF ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the _____ day of _______________, in the year 201 , before me, the undersigned, personally appeared Theresa Ward, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

__________________________________________ Strike-out (Commissioner of Deeds)

STATE OF NEW YORK )

) ss.: COUNTY OF NEW YORK ) On the _____________ day of _______________ , in the year 201 , before me, the undersigned, personally appeared_________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

__________________________________________ Strike-out (Commissioner of Deeds)

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APPENDIX 3: CONDITIONS, TERMS AND LIMITATIONS NYCEDC, acting on behalf of the City of New York, is issuing this RFP. In addition to those stated elsewhere, this RFP and any transaction resulting from this RFP are subject to the conditions, terms and limitations stated below: a. These Properties

all applicable title matters. b. The City and NYCEDC, and their respective officers, employees, and agents, make no

representation or warranty and assume no responsibility for the accuracy of the information set forth in this RFP, the physical condition of the Properties, the status of title thereto, its suitability for any specific use, the absence of hazardous waste, or any other matter. All due diligence is the responsibility of the Respondent and Respondents are urged to satisfy themselves with respect to the physical condition of the Property(s), the information contained herein, and all limitations or other arrangements affecting the Properties. As stated in the RFP, NYCEDC will make available for review, to any Respondent so requesting, the Site File. Neither NYCEDC nor the City will be responsible for any injury or damage arising out of or occurring during any visit to the Property(s).

c. Any proposed development shall conform to, and be subject to, the provisions of the New

York City Zoning Resolution, all other applicable laws, regulations, and ordinances of all Federal, State and City authorities having jurisdiction, and any applicable LPC designation, design guidelines or similar development limitations, as all of the foregoing may be amended from time to time. Without limiting the foregoing, closing on a proposed transaction shall be subject to success

of the New York ULURP and CEQR compliance shall be solely at the expense of the Selected Respondent. NYCEDC will consider requests by the Selected Respondent to provide support in obtaining additional necessary approvals.

d. A proposer submitting a proposal in response to this RFP may be rejected if it or, if the

proposer is a business entity, any of its principal shareholders, principals, partners or o be within a category of persons or

entities with whom or which the City or NYCEDC will not generally do business or

principals thereof must complete a background questionnaire and shall be subject to

by such investigation. e. Neither NYCEDC nor the City is obligated to pay and shall not pay any costs incurred by

any Respondent at any time unless NYCEDC or the City has expressly agreed to do so in writing.

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NYCEDC invites the participation of real estate brokers acting on behalf of and with the authorization of identified principals, provided that the broker arranges for the payment of its commission or other compensations exclusively by the Selected Respondent of the Property. It shall be a condition to the designation of a Respondent of the project that the Respondent agrees to pay any commission or other compensation due to any broker, and to indemnify and hold harmless NYCEDC and the City from any obligation, liability, cost and/or expense incurred by NYCEDC and/or the City as a result of any claim of commission or compensation brought by any broker by reason of the project or the development of the premises.

f. Only proposals from principals will be considered responsive. Individuals in representative,

agency or consultant status may submit proposals only at the direction of identified principals, where the principals are solely responsible for paying for such services.

g. This is a Request for Proposals not a Request for Bids. NYCEDC shall be the sole judge of

e with the requirements of this RFP and of the merits of the individual proposals. NYCEDC reserves the right to waive any conditions or modify any provision of this RFP with respect to one or more Respondents, to negotiate with one or more of the Respondents with respect to all or any Property(s), to require supplemental statements and information from any Respondents, to establish additional terms and conditions, to encourage Respondents to work together, or to reject any or all responses, if in its judgment it is in the best interest of NYCEDC and the City to do so. If all proposals are rejected, this RFP may be withdrawn and the Properties may be retained, and re-offered under the same or different terms and conditions, or disposed of by another method, such as auction or negotiated disposition. In all cases, NYCEDC shall be the sole judge of the acceptability of the proposals. NYCEDC will enforce the submission deadline stated in the RFP. The timing of a selection may differ depending upon the degree to which further information on individual proposals must be obtained or due to other factors that NYCEDC may consider pertinent. All proposals become the property of NYCEDC.

h. All terms in this RFP related to the permitted use and bulk of the Property(s) shall be as

defined in the New York City Zoning Resolution and any applicable LPC designations, design guidelines, or similar development limitations and controls. Where any conflict arises in such terms, the most restrictive shall prevail.

i. Except as specifically provided herein, the Selected Respondent will pay all applicable taxes

payable with respect to the project, including transfer and mortgage recording taxes. The Selected Respondent will be required to pay the New York City Real Property Transfer Tax and New York State Real Estate Transfer Tax, notwithstanding any exemption from sale on

j. Selected Respondent

being responsible for all fees relating to the project and all costs incurred by NYCEDC including, but not limited to, costs for outside legal counsel, if any, studies, and outside consultants.

102

k. NYCEDC is dedicated to furthering the participation of minority and women-owned businesses in its work. All Respondents are urged to include in their proposals methods for facilitating the participation in the project of businesses that have been certified by the New

-owned or minority-owned. Businesses that have been certified as being women- or minority-owned by the Port Authority of New York and New Jersey may be eligible to receive expedited

which may be obtained by calling DSBS at (212) 513-6311. l. All proposals and other materials submitted to NYCEDC in response to this RFP may be

disclosed in accordance with the standards specified in the Freedom of Information Law,

in writing, at the time of submission a detailed description of the specific information contained in its submission, which it has determined is a trade secret and which, if disclosed,

be determinative, but will be considered by NYCEDC when evaluating the applicability of any exemptions in response to a FOIL request.

m.

Properties deed conveying each Property to the Selected Respondent(s) shall contain redevelopment obligations as well as restrictions on use and transfer of the Property. Failure to comply with these restrictions will result in a right by NYCEDC or the City to re-enter and re-acquire the Property for no consideration.

n. The Selected Respondent will be required to deliver evidence to NYCEDC of the creation of

employment opportunities at the Site for the first eight (8) years after the closing of the project. The developer must also agree in good faith to consider any proposals made by the City or City-related entities with regard to jobs the developer is seeking to fill and to provide the City with the opportunity to make job referrals and create a training program for City residents. The developer will also be required to cause commercial tenants to agree to these provisions at the time it enters into leases with such tenants.

o. Upon submission of a proposal to this RFP, Respondents, and their representatives and agents, shall treat their proposals and all information obtained from the Site File or otherwise obtained from NYCEDC or the City in connection with this RFP (

disclosed the Confidential Information to any other Respondents or any other person, firm or

Respondents shall refer all press and other inquiries concerning the RFP and the Confidential Information, without further comment, to NYCEDC.

103

APPENDIX 4: STATEMENT OF AGREEMENT

(On company letterhead) Date: New York City Economic Development Corporation 110 William Street, 4th Floor New York, NY 10038 Attn: Maryann Catalano, Vice President, Contracts Dear Ms. Catalano: This letter hereby certifies that [Respondent] has read the [Civic Center Building Sales RFP] and the Appendices and fully and agrees to the terms and conditions set forth in this RFP and the Appendices. Sincerely, Respondent Respondent Title [must be authorized principal or officer of the Respondent]

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APPENDIX 5: CEQR FEE SCHEDULE

Chapter 3 of Title 62 of the Rules of the City of New York § 3-01 Fee for CEQR Applications. Except as specifically provided in this section, every application made pursuant to Executive Order 91 and Chapter 5 of these rules shall include a non-refundable fee which shall be submitted to the lead agency for the action or to an agency that could be the lead agency pursuant to § 5-03 of the rules of the Commission, and shall be in the form of a check or money order made out to the "City of New York". The fee for an application shall be as prescribed in the following Schedule of Charges, § 3-02 of these rules. The fee for modification for an action, which modification is not subject to § 197-c of the New York City Charter shall be twenty percent of the amount prescribed in the Schedule of Charges for an initial application. The fee for any modification for an action, which is subject to § 197-c of the New York City Charter shall be the amount set forth in the Schedule of Charges (§3-02) as if the modification were an initial application for the action. Where the fee for an application is set pursuant to § 3-02(a), and the square footage of the proposed modification is different from the square footage of the original action, the fee for an application for the modification shall be based upon the square footage of the modified action or as set forth in § 3-02(b), as determined by the lead agency. Agencies of the federal, state or city governments shall not be required to pay fees, nor shall a neighborhood, community or similar association consisting of local residents or homeowners organized on a non-profit basis be required to pay fees, if the proposed action for purposes of CEQR review consists of a zoning map amendment for an area of at least two blocks in size, in which one or more of its members or constituents reside. Fees shall be paid when the application is filed, and these fees may not be combined in one check or money order with fees required pursuant to other land use applications submitted to the Department of City Planning or the City Planning Commission. No application shall be processed by the lead agency until the fee has been paid and twenty-five copies of the application have been filed with the lead agency. § 3-02 Schedule of Charges (a) Projects measurable in square feet (Square Footage of Total Project).

Less than 10,000 sq. ft. $460 10,000 to 19,999 sq. ft. $1,350 20,000 to 39,999 sq. ft. $2,940 40,000 to 59,999 sq. ft. $5,465 60,000 to 79,999 sq. ft. $8,195 80,000 to 99,999 sq. ft. $13,660 100,000 to 149,999 sq. ft. $27,325 150,000 to 199,999 sq. ft. $47,815 200,000 to 299,999 sq. ft. $71,415 300,000 to 499,999 sq. ft. $128,545

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500,000 to 1,000,000 sq. ft $192,820 Over 1,000,000 sq. ft. $314,225

(b) Projects not measurable in square feet

(Ex. bus franchises) $1,880 Type II Actions $110 (c) Supplemental Fee for Environmental Mitigation In addition to all other applicable fees as set forth above, a supplemental fee of $8,000 shall be required for CEQR applications filed on or after July 1, 2009, for which a restrictive declaration to ensure compliance with project components related to the environmental and/or mitigation of significant adverse impacts will be executed.

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APPENDIX 6: DOING BUSINESS DATA FORM

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APPENDIX 7: INTERNAL BACKGROUND INVESTIGATION FORM

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APPENDIX 8: HireNYC HireNYC is a free program that connects the City's workforce development services to economic development projects.

NYCEDC recognizes the importance of creating employment opportunities for low-income To this end, NYCEDC has

developed the HireNYC program. Participation in this program requires the Selected Respondent to make good faith efforts to achieve the hiring and workforce development goals described below.

Each Respondent must include within its response a HireNYC program plan (example included below) explaining how it will seek to achieve the goals and other requirements below and describing its experience, if any, conducting similar hiring and workforce development programs or undertaking other efforts to create employment opportunities for low-income persons in order

should describe all programmatic details, including, as applicable, collaboration with a designated City agency, implementation, record-keeping and monitoring processes and any other relevant information. For the purposes of this RFP, the target population is defined as persons who have an income that is below two hundred percent (200%) of the poverty level as determined by the New York City Center for Economic Opportunity (a description of the income level meeting this threshold for each household size is available upon request).

The hiring and workforce development goals to be incorporated into the Program should include

Hiring Goal: 50 percent (50%) of all new permanent jobs created in connection with the project (including jobs created by tenants but excluding jobs relocated from other sites) will be filled by members of the target population for a period beginning, for each employer, at commencement of business operations and continuing for eight (8) years thereafter.

Retention Goal: 40 percent (40%) of all employees whose hiring satisfied the

Hiring Goal will be retained for at least nine (9) months from the date of hire.

Advancement Goal: 30 percent (30%) of all employees whose hiring satisfied the

Hiring Goal will be promoted to a higher paid position within one (1) year.

Training Goal: All tenants will cooperate with the Designated City Agency to

provide skills-training or higher education opportunities to members of the target population.

The Program should include the following elements:

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1. Designation of a workforce development liaison to interact with NYCEDC and the

Designated City Agency during the course of the Program. 2. Commitment by the Selected Respondent (or its successors and assigns, as applicable) to

do the following (and provide in each tenant lease, if any, that the tenant will do the following):

a. make good faith efforts to achieve the Goals with respect to its operations; b. provide the Designated City Agency with the approximate number and type of

jobs that will become available, and for each job type, a description of the basic job qualifications, at least three (3) months before commencing hiring;

c. notify Designated City Agency six (6) weeks prior to commencing business operations;

d. during initial hiring for any new permanent jobs, consider only applicants referred by the Designated City Agency for the first ten (10) business days, until the Hiring Goal is achieved or until all open positions are filled, whichever occurs first;

e. during ongoing hiring for any new permanent jobs, consider only applicants referred by the Designated City Agency for the first five (5) business days, until the Hiring Goal is achieved or until all open positions are filled, whichever occurs first (unless the Designated City Agency reaches a different agreement with the tenant regarding ongoing hiring practices);

f. submit to NYCEDC and the Designated City Agency, for eight (8) years following the date of the commencement of business operations, an annual employment and benefits survey that will include, but not be limited to: targeted hiring statistics, wages and job retention, training and advancement data;

g. cooperate with annual site visits and satisfaction survey following the date of the commencement of business operations; and

h. allow information collected by the Designated City Agency and NYCEDC to be included in public communications, including press releases and other media events.

3. Commitment by the Selected Respondent (or its successors and assigns, as applicable) to

facilitate targeted hiring by (a) arranging meetings and other events at which HireNYC and the Designated City Agency staff can introduce potential or actual tenants to the menu of services available from the Designated City Agency and (b) assisting with information sharing, providing space for hiring activities and transmitting feedback from tenants regarding results of hiring initiatives.

NYCEDC strongly encourages Respondents to include one or more of the following elements in

1. Commitment by the Selected Respondent (or its successors and assigns, as applicable) of resources for training efforts, such as making financial investments in employee training and creating a website or other technology-based tools and supports to:

a. promote and track workforce development efforts;

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b. notify tenants of potential grant opportunities; and c. provide assistance to tenants to apply for grants, and share other opportunities or

information as may be relevant.

2. Commitment by the Selected Respondent (or its successors and assigns, as applicable) to provide temporary space and personnel for a satellite outreach or workforce development site to provide outreach and screening of local jobseekers, including, but not limited to, distributing job applications and informing the public of available job opportunities leading up to the commencement of business operations.

3. Commitment by the Selected Respondent (or its successors and assigns, as applicable) to

support connections to education and training. The workforce development liaison will work in partnership with HireNYC staff to connect individuals interested and in need of education and training to training programs and further education, at Designated City Agency service provider locations, or through relationships with other accredited training providers.

For more information about HireNYC contact: Dalsie Andrade Senior Project Manager, Workforce Development NYCEDC 110 William Street New York, NY 10038 Phone: 212-312-3876 E-mail: DAndrade@nycedc.com Program website: http://www.nycedc.com/BusinessInNYC/WorkforceDevelopment/Pages/HireNYC.aspx

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Sample HireNYC Program Plan

HireNYC Program Description Project Name: _________________________________________________________________________ Respondent Name: _____________________________________________________________________ Date: ________________________________________________________________________________ Please explicitly explain how you will address the HireNYC goals stated in Appendix 8. In your response, describe what in-house resources are available to meet the program goals or how you will utilize the services available through a Designated City Agency. Description of efforts to meet program goals, please include as much detail as possible:

1) Discuss how you will facilitate targeted hiring such as (a) arranging meetings and other events at which the Designated City Agency staff can introduce potential or actual

1. New  Jobs  and  Skill  Level:    Number  of  new  hires:  

   

Number  and  type  of  skilled/semi-­‐skilled  jobs:    

     Number  and  type  of  unskilled  jobs:  

     

2. Training  and  Certifications:    Training  required  for  skilled/semi-­‐skilled  jobs:  

   

3. Workforce  Development  Liaison:    Contact  information  for  liaison  (include  company  title):  

   

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tenants to the menu of services available from the Designated City Agency and (b) assisting with information sharing, providing space for hiring activities, and transmitting feedback from tenants regarding results of hiring initiatives.

2) Discuss how you will support connections to education and training either in partnership with the Designated City Agency or through relationships with other accredited training providers (in your response please reference resources available for training efforts, such as financial investments in employee training and creating a website or other technology-based tools and support).

3) Discuss how the workforce development liaison will promote and track workforce

development efforts.

4) Discuss options for providing temporary space and personnel for a satellite outreach or workforce development site to provide outreach and screening of local jobseekers.

5) Discuss career advancement opportunities, which may include opportunities to be

promoted, to obtain a wage increase, etc.

6) Discuss experience with the implementation of workforce development programs and/or history of collaboration with NYC Government Agencies (if applicable).

Job Type Examples (including, but not limited to): Skilled/Semi-skilled: All jobs requiring a Commercial Drivers License (CDL), Commercial Vehicle Operators, Bookkeepers, Accountants, and Supervisors; Unskilled: Warehouse Clerks, Office Clerks, Laborers, Packers, Assemblers, Cashiers, and Customer Service Representatives.