Building Sales RFP - New Project - Final - .4.20.2012

346 Broadway
346 Broadway
22 Reade Street
49-51 Chambers Street
REQUEST FOR PROPOSALS
22 Reade Street
Civic Center Building Sales
Release Date: Monday, April 23, 2012
Submission Date: Tuesday, July 31, 2012
1

TABLE OF CONTENTS

INTRODUCTION ....................................................................................................................................... 2
Transaction Overview .............................................................................................................................. 3
PROPERTY DESCRI PTI ON & CONTEXT ........................................................................................... 5
346 Broadway ........................................................................................................................................... 5
22 Reade Street ......................................................................................................................................... 6
49-51 Chambers Street ............................................................................................................................. 7
NEI GHBORHOOD CONTEXT .............................................................................................................. 12
ENVI RONMENTAL REVI EW .............................................................................................................. 16
TENANT RELOCATI ON PROCESS .................................................................................................... 16
TRANSACTI ON STRUCTURE ............................................................................................................. 21
SELECTI ON CRI TERI A ........................................................................................................................ 23
PROPOSAL REQUI REMENTS ............................................................................................................. 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. Minority Women Business Enterprise ('M/WBE) Utilization Plan ............................................. 27
K. HireNYC ......................................................................................................................................... 27
L. Local Law 34 .................................................................................................................................. 28
DI SPOSI TI ON PROCESS ....................................................................................................................... 28
Public Review Process ........................................................................................................................... 28
DEVELOPER DUE DI LI GENCE .......................................................................................................... 29
Site Information File ............................................................................................................................... 29
I NFORMATI ONAL MEETI NG/SI TE VI SI T ....................................................................................... 30
CONDI TI ONS, TERMS AND LI MI TATI ONS .................................................................................... 30
SUBMI SSI ONS ......................................................................................................................................... 30
FURTHER I NFORMATI ON/QUESTI ONS & ANSWERS ................................................................. 31
PROJECT TI MELI NE ............................................................................................................................ 31
APPENDI X 1: CONTRACT OF SALE .................................................................................................. 33
APPENDI X 2: LEASE ............................................................................................................................. 74
APPENDI X 3: CONDI TI ONS, TERMS AND LI MI TATI ONS ......................................................... 100
APPENDI X 4: STATEMENT OF AGREEMENT .............................................................................. 103
APPENDI X 5: CEQR FEE SCHEDULE ............................................................................................. 104
APPENDI X 6: DOI NG BUSI NESS DATA FORM ............................................................................. 106
APPENDI X 7: I NTERNAL BACKGROUND I NVESTI GATI ON FORM ...................................... 110
APPENDI X 8: HireNYC ........................................................................................................................ 120
2

INTRODUCTION

The New York City Department oI Citywide Administrative Services ('DCAS) and the New
York City Economic Development Corporation ('NYCEDC) are pleased to oIIer for disposition
three City-owned oIIice buildings (the 'Properties and each a 'Property) with significant
potential for hotel, residential or office use. The Properties are located in Lower Manhattan, a
vibrant and growing commercial and residential center Ior New York City (the 'City). The
three buildings offered for sale are:

346 Broadway ('346 Broadway)
22 Reade Street ('22 Reade)
49-51 Chambers Street ('49-51 Chambers)

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 a signiIicant step towards meeting and surpassing the Mayor`s stated goal oI
consolidating City operations and making City government more efficient.

Respondents to this RFP ('Respondents, and each a 'Respondent) may submit offers to
purchase the Properties individually or as a portfolio. Successful proposals will demonstrate the
Respondent`s Iinancial capacity and ability to successIully close the transaction; offer an
expedited redevelopment timeline to convert the Properties to their optimal utility; and meet the
Iollowing goals ('the Goals):

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
Enhance the growth oI the City`s tax base by transIerring the Properties from public
to private ownership.

346 Broadway 22 Reade 49-51 Chambers
3

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
through Iull vacancy oI the Property(s) ('Pre-Vacancy Period). 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
Properties have been certiIied into the UniIorm Land Use Review Procedure ('ULURP).
1

ULURP approval is expected prior to contract signing. In addition, DCAS has already
formulated relocation plans for current tenants (see 'Tenant Relocation Process) and will
manage 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
and the design, construction, and Iit out oI the agencies` new spaces.

1
22 Reade and 49-51 Chambers require ULURP; 346 Broadway has already received ULURP approval.
4

5

PROPERTY DESCRI PTI ON & CONTEXT

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

346 Broadway

x Covers the full block between Leonard Street,
Catherine Lane, Lafayette Street and Broadway
x Primarily occupied by New York City Department of
Sanitation ('DSNY), New York Health & Hospital
Corporation ('HHC), New York City Department oI
Probation ('Probation) and certain New York City
Court Iacilities ('Courts)
x 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
x 418,991 (gsf)
x 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 building`s 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
LPC, 'Former New York LiIe Insurance Property Designation Report (New York, 1987)
6

22 Reade Street

x Located between Elk Street and Broadway
x Current headquarters of the Department of City
Planning (DCP)

Architects
John Snook
Frederick Jenth
Block/Lot Block 154, Part of Lot 23
x 99,000 (gsf)
x 23,640 sf basement
Floors 6
Zoning C6-4
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
the building`s sole occupant, the Department oI City Planning ('DCP). The building`s corner
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.

7


x Located immediately north of the Tweed Courthouse
between Chambers and Reade Streets
x Commonly known as the 'Emigrant Industrial
Savings Bank Building
x Primarily occupied by the Department of Education
('DOE), New York City Police Department
('NYPD) and small not-for-profit tenants
Architect Raymond Almirall
Block/Lot Block 153, Lot 1
x 231,379 (gsf)
x 6,630 sf basement
Floors 14
Zoning C6-4
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
on the east side oI the building is owned by the City and is included in the building`s tax and
zoning lot. Floor area development rights associated with the parking lot ('Parking Lot Floor
Area Rights) 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
LPC, 'Former Emigrant Industrial Savings Bank Property Designation Report and Former Emigrant Industrial
Savings Bank Interior Designation Report (New York, 1985)
8

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
commercial Iloor area ratio ('FAR) oI 10.0. Depending on a purchaser`s intended use, FAR
bonuses 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 Department oI City Planning`s 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 Use
Existing
Zoning
Landmark
Existing
(Sq Ft)
Lot Area
Existing
Built FAR
Max FAR
22 Reade Street Office C6-4
Landmark
District
99,000 11,406 8.7 10.0
49-51 Chambers Street Office C6-4
Landmark
District and
Individual
Landmark
231,379 30,123 7.7 10.0
346 Broadway Office C6-4A
Individual
Landmark
418,991 28,566 14.7 10.0
TOTAL 749,370
9

10

Landmark Designation

346 Broadway and 49-51 Chambers have been designated as landmarks by the New York City
Landmarks Preservation Commission ('LPC). 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 Commons Historic District (the 'African Burial Ground and the Commons). 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 can be Iound in the 'AIrican Burial Ground and the Commons
Historic District LPC designation report 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.

11

Tweed Courthouse
12

NEI GHBORHOOD 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
York`s most exciting neighborhoods, including TriBeCa and Chinatown. OIten reIerred to as the
'Financial Capital oI the World, the area is the Iourth largest business district in the country and
one of New York`s oldest neighborhoods. The area`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
Ratner`s recently tenanted New York by Gehry, a signature tower located southeast oI City Hall,
highlights the surge in Lower Manhattan`s residential appeal.

Iconic attractions and cultural institutions also make Lower Manhattan one oI the City`s major
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.
13

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
14

15

16

ENVI RONMENTAL REVI EW

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 RELOCATI ON PROCESS

DCAS has developed detailed relocation plans and timelines for tenants located in each of the
Properties ('Impacted Tenants). Impacted Tenants will be moved to privately leased space or to
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-out dates are based on DCAS`s best estimate oI when each tenant will
have fully vacated its space (for each tenant a 'Tenant Vacancy Date). Each color in the
stacking plan represents a Tenant Vacancy Date. Additionally, each Tenant Vacancy Date is
separately listed in the tables accompanying each stacking plan. The 'Property Vacancy Date is
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.
17

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.
18

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

19

346 Broadway Stacking Plan

346 Broadway
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

20

49-51 Chambers Stacking Plan

49-51 Chambers
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

21

TRANSACTI ON 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 Respondent`s proposal, as may be supplemented or modified
by such additional information as NYCEDC may request. The Respondent(s) with whom
NYCEDC and the City enter into a contract oI sale and lease shall be considered the 'Selected
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 ('Contract) and a lease ('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
administrative Iee (the 'Administrative Fee) based on the Iollowing schedule:

22

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

23

SELECTI ON CRI TERI A

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 participate in the City`s economic
growth. 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
outlined in the 'Proposal Requirements section oI the RFP.

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.
24

PROPOSAL REQUI REMENTS

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
Respondent. Each Respondent`s Iinancial oIIer Ior the 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 Property`s Contract 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
25

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
based on the rentable square Ieet ('RSF) noted in the Property stacking plans located in
the 'Tenant Relocation Process section.

Respondents may propose Lease structures that incentivize the City to vacate
expeditiously if a Property is still occupied after the Property Vacancy Date. Each
Property`s Contract 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 I nformation

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 'uses side;

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.

26

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) Background inIormation on all members oI the Respondent`s team, including relevant
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
Respondent`s 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
27

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. Minority Women Business Enterprise (~M/WBE) Utilization Plan

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:

x Establishment of numerical M/WBE contracting utilization goals or targets;
x Strategies and methods that will facilitate participation by M/WBE firms such as
carve-outs and/or unbundling bid packages;
x Identification of M/WBE firms seeking construction work on the project;
x 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-
income persons and enabling them to participate in the City`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
through the HireNYC Program (such plan, the 'HireNYC Program Plan). Each
Respondent is encouraged to incorporate hiring and workforce development goals in its
HireNYC Program Plan that include, at a minimum, the Iollowing goals (the 'Goals):

x 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.
28

x 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.
x 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.
x Training Goal: All tenants will cooperate with the NYC Department of Small
Business Services ('SBS) to provide skills-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.

DI SPOSI TI ON 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:

x Obtain a title report;
x Commission a survey of the Property;
x Create a new tax lot, if necessary
5
;
x 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
29

II a Respondent`s proposal does not conIorm to the ULURP disposition approval granted,
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.

The Leases are subject to the City`s 195-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 DI LI GENCE

All Properties will be sold 'as-is and will be vacated 'as-is at the expiration oI any Lease
terms. It is the Respondent`s responsibility to conduct its due diligence prior to Contract signing.

Site I nformation File

NYCEDC`s site information file ('Site File) contains important information regarding the
Properties. The Site File will be available Ior review by appointment at NYCEDC`s oIIices Iree
of charge, or on a CD for a purchase price of $500. The Site File includes the following items:

x Phase I reports
x Engineering reports summarizing architectural, mechanical and electrical features
x Property floor plans
x LPC binding reports
x 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.

30

I NFORMATI ONAL MEETI NG/SI TE VI SI T

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
this RFP, contact NYCEDC`s Contracts Hotline at (212) 312-3969. 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.

CONDI TI ONS, TERMS AND LI MI TATI ONS

This RFP and any transaction resulting from such proposals are subject to the conditions, terms
and limitations set forth in Appendix 3.

SUBMI SSI ONS

8 hard copies of the proposal and one (1) copy in PDF format on disc or memory stick, identified
by 'Civic Center RFP 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, 6
th
Floor
New York, NY 10038
Attn: Maryann Catalano, Senior Vice President

31

FURTHER I NFORMATI ON/QUESTI ONS & 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 TI MELI NE

x RFP Release Monday, April 23, 2012
x Property Visits & Informational Meeting Friday, May 18, 2012
x Final Questions Due Monday, July 9, 2012
x NYCEDC responds to final questions Monday, July 16, 2012
x RFP Responses Due Tuesday, July 31, 2012
x Lease signing No later than 1Q 2013
x Contract signing No later than 1Q 2013

32

SUBMI SSI ON REQUI REMENTS CHECKLI ST

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
Background inIormation on members oI the Respondent`s Team
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

APPENDI X 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 CI TY ECONOMI C DEVELOPMENT CORPORATI ON

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. 385&+$6(56'()$8/7 ......................................................................... 62
SECTION 16. ADJUSTMENTS ........................................................................................... 62
SECTION 17. ENVIRONMENTAL PROVISIONS ........................................................... 63
SECTION 18. MISCELLANEOUS ...................................................................................... 65
SECTION 19. BINDING AGREEMENT ............................................................................ 66
35

THIS CONTRACT OF SALE ('this Contract), dated as oI , 2012,
between NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION ('Seller), a
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 ('Purchaser), [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
York (the 'City) by encouraging industry to locate and remain in the City; and
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
(the 'Property); and
WHEREAS, Seller believes that the sale of the Property for the uses contemplated by
Purchaser as set forth above would be in furtherance of Seller`s organizational goals and in the
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
Property to the City (the 'City Lease) and such City Lease shall be held in escrow pursuant to
an 'Escrow Agreement between Seller and Purchaser 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
'Deed), such Deed to include the provisions set Iorth in Section 7 hereoI, and to be subject to
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) The purchase price (the 'Purchase Price) Ior the Property shall be $
, to be paid by Purchaser as follows:
(1) $ (the 'Down Payment) on the signing oI this Contract, by
check subject to collection, the receipt of which is hereby acknowledged; and
(2) $ by good certiIied or cashier`s check on delivery oI the
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
'Approving Authority) Ior its approval until more than one (1) year aIter the date oI the later oI
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
adjusted by Seller based on the results oI the review appraiser`s Iindings with respect to the
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 appraiser`s Iindings with respect to such update, in
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
desires to terminate this Contract. Upon Seller`s receiving such notiIication, (i) this Contract
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
that such rights will not materially interIere with Purchaser`s use thereoI contemplated by this
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 Map as oI the date oI the City`s acquisition oI the Property that includes the Property.
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 changed since the City`s
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 ('Conditions Ior Closing), including, without
limitation, (1) the Iurnishing oI any and all inIormation required Ior approval oI the City`s
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
return the above indicated Iorms. 'Principals is deIined in such Iorms. Subsequent to the initial
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 analysis oI the Property (the 'Phase I Analysis) and has provided reports
Environmental Planning & Management, Inc. (the 'Existing Environmental Studies). In the
event that a new Phase II environmental analysis oI the Property (the 'Phase II Analysis) is
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
Analysis (the 'Phase II Fees) iI any. The applicable Phase II Fees, iI any, shall be payable by
Purchaser at the execution of this Contract.
(2) If required, Purchaser shall complete and return to Seller an
Environmental Assessment Statement ('EAS) necessary Ior review by the 'lead agency in
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) II it is determined by the 'lead agency that an additional environmental
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
('EIS), which may be required to obtain approvals oI the appropriate governmental and quasi-
governmental authorities and/or entities (the 'Governmental Authorities) Ior, the disposition
and development of the Property and any other legally required approvals related to the
disposition and development of the Property.
(3) Purchaser shall pay all Iees charged by the 'lead agency under the City
Environmental Quality Review and by the appropriate governmental and quasi-governmental
authorities and/or entities ('Governmental Authorities) Ior the review, Iiling and/or processing
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 reason oI the City`s or Seller`s involvement in the transaction,
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
entities, and/or (y) demonstrate to Seller`s reasonable satisIaction that equity oI Purchaser [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,] is, to Seller`s reasonable satisIaction, suIIicient to Iinance the purchase oI the Property.
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
cure, may, upon notice to Purchaser, terminate this Contract on account oI Purchaser`s deIault,
and shall have the remedies set forth in Section 15 hereof.
Section 5. The Closing
(a) The closing of title pursuant to this Contract (the 'Closing) will take place on
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
to as the 'Closing Date), 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,
upon Purchaser`s written request (the 'Extension Request), to extend the date on which the
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
Seller`s receipt Irom Purchaser oI a certiIied check, made payable to Seller, in an amount
determined by a formula set forth in the immediately proceeding sentence, in payment of an
administrative Iee (such amount is hereinaIter reIerred to as the 'Extension Fee). The
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
oI the Closing thereaIter shall similarly be at Seller`s sole discretion and with time oI the essence
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) II the Conditions Ior Closing within Seller or the City`s reasonable control, as
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)] (the 'Time oI the Essence Closing
Date), Seller reserves the right to notiIy Purchaser 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
Closing Date). Such date shall not be less than Iourteen (14) days Iollowing Purchaser`s receipt
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) Seller`s and Seller`s Inspector General`s qualiIication and background review oI
Purchaser and its principals [and User, if known prior to Closing, and its principals] shall have
revealed no inIormation which, under Seller`s and/or the City`s policies, would preclude the sale
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 permitted in writing by Seller, and (2) Purchaser`s Operating Agreement;
(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;
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(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
such condition has not been IulIilled on account oI Purchaser`s Iailure to perIorm its obligations
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 writing (the 'Full Vacancy Date), to commence rehabilitation
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
with Purchaser`s [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
regard to construction on the Property or a permanent 'take-out loan with regard to such
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 Property or a permanent 'take-out
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 [Purchaser`s attorney`s name and address]
; 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
improvements thereon, except, however, that Seller`s reacquisition oI the Property, together with
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
Iinancing with regard to construction on the Property or a permanent 'take-out loan with regard
to such construction financing. Upon Seller`s exercise oI such option to re-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
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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 to the City`s Department oI Finance and to
the City`s Department oI Environmental Protection directing cancellation oI taxes and other City
liens affecting the Property (except those taxes and liens that are owed or in place as a result of
Purchaser`s or an aIIiliated entity`s not meeting its responsibilities under a lease, license or
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

At the Closing, 'Escrow Agent (as deIined in the Escrow 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 Closing shall deliver to its title insurer`s
representative Purchaser`s checks Ior, the Real Property TransIer Tax imposed by the City and
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
the Real Property TransIer Tax Return ('RPT Return) required under the regulations issued
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-584) ('Combined Form). Promptly aIter the Closing, Purchaser 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 state oI repair thereoI, and agrees to accept the Property 'as is, in whatever
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
oI the seven (7) years Irom the date oI the Closing Ialls (the 'Reporting Period), Purchaser
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
updated to reIlect the applicable Iiscal year) (the 'Employment and BeneIits Report). Purchaser
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 1
st
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, including Seller`s HireNYC program, and to provide the
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
residents Ior those jobs, and to report to Seller, upon Seller`s request, regarding the status oI its
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`s request must permit Seller upon reasonable notice to inspect such
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
Seller`s permission, Seller may consider Purchaser to be in deIault oI this Contract and terminate
this Contract by written notice to Purchaser and retain the Down Payment as provided in Section
15.
(3) II Seller`s or Seller`s Inspector General`s qualiIication and background
review of Purchaser and its principals discloses, or Seller otherwise becomes aware of, any
outstanding taxes, assessments, rents, Iines or other charges (collectively, 'City Charges) owed
to the City by Purchaser or its principals or any outstanding City liens against Purchaser or its
principals, then Purchaser shall pay or cause Purchaser`s principals to pay, or enter into or cause
such persons or entities to enter into agreements with the City to pay within a defined period of
time ('Workout Agreements), all such City Charges and Purchaser shall or shall cause 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 'Initial Report) attached hereto as 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
include such Tenant`s employment inIormation in the Initial Report submitted by Purchaser to
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
Property and, iI agreed to or desired by Seller, a review appraisal (together, the 'Purchase
Appraisal). Additionally, Purchaser represents that, upon or prior to execution oI 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 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
Purchaser`s attorney. II Seller shall be unable to render title marketable or in accordance with
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 within ten (10) days aIter Seller`s notice, to accept
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:

110 William Street
New York, New York 10038
Attn: General Counsel

With a copy to:

110 William Street
New York, New York 10038
Attn: Executive Vice President for Development

61

If to Purchaser:

_____________________________________________
_____________________________________________
_____________________________________________

With a copy to Purchaser`s Attorney:

_____________________________________________
_____________________________________________
_____________________________________________

(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. Purchaser`s DeIault
(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 which, in Seller`s sole judgment, could be satisIied by the Closing Date iI
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 this Contract, 'Hazardous Substances shall mean any (1)
'hazardous substance as deIined under the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or (2) 'hazardous waste as
defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., or
(3) 'hazardous materials as deIined under the Hazardous Materials Transportation
Authorization Act, 49 U.S.C. Section 5101 et seq., or (4) 'hazardous waste as deIined under
New York Environmental Conservation Law, Section 27-0901 et seq., or (5) 'hazardous
substance as deIined under the Clean Water Act, 33 U.S.C. Section 1321 et seq., and the
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) For purposes oI this Contract, 'Environmental Laws shall mean, collectively, the
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
assigns, and each oI them (collectively reIerred to herein as 'Purchaser and Agents) agree to
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) Purchaser`s interest under this Contract shall not be assigned, nor shall Purchaser
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
APPENDI X 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
______________________________________________________________________________
_
*****

4
th
DRAFT
April 18, 2012
Reviewed by:
Attorney __________ Date__________
Dir.Arch.Services __________ Date__________
Dir. Design/Project Management________ Date__________
Negotiator ___________ Date__________
75

INDEX

PAGES
ARTI CLE 1 TERM .................................................................................................................. 78
ARTI CLE 2 RENT ..................................................................................................................... 79
ARTI CLE 3 OPTI ON TO TERMI NATE ................................................................................ 82
ARTI CLE 4 ................................................................................................................................. 82
ARTI CLE 5 LANDLORD'S I NTEREST I N PREMI SES ...................................................... 82
ARTI CLE 6 {I NTENTI ONALLY OMI TTED} ....................................................................... 82
ARTI CLE 7 COMPLI ANCE WI TH LAWS ........................................................................... 83
ARTI CLE 8 REAL ESTATE TAXES, ASSESSMENTS, WATER RATES, SEWER
RENTS, ARREARS .................................................................................................................... 83
ARTI CLE 9 BUI LDI NG SERVI CES ....................................................................................... 84
ARTI CLE 10 I NTENTI ONALLY OMI TTED ........................................................................ 85
ARTI CLE 11 ALTERATI ONS BY TENANT ......................................................................... 85
ARTI CLE 12 END OF TERM .................................................................................................. 86
ARTI CLE 13 REPAI RS ............................................................................................................. 86
ARTI CLE 14 I NTENTI ONALLY DELETED ........................................................................ 86
ARTI CLE 15 DESTRUCTI ON BY FI RE OR OTHER CASUALTY .................................. 86
ARTI CLE 16 NO EMPLOYEE OF CI TY HAS ANY I NTEREST I N LEASE ................... 87
ARTI CLE 17 QUI ET ENJOYMENT ....................................................................................... 88
ARTI CLE 18 I NTENTI ONALLY OMI TTED ........................................................................ 88
ARTI CLE 19 SUBORDI NATI ON AND NON-DI STURBANCE .......................................... 88
ARTI CLE 20 TENANT NOT A HOLDOVER TENANT ...................................................... 89
76

ARTI CLE 21 NOTI CES ............................................................................................................ 89
ARTI CLE 22 FORCE MAJEURE............................................................................................ 91
ARTI CLE 23 SAVE HARMLESS ............................................................................................ 91
ARTI CLE 24 I NVESTI GATI ONS ........................................................................................... 92
ARTI CLE 25 SI GNI FI CANT RELATED PARTY TRANSACTI ONS ................................ 95
ARTI CLE 26 I NTENTI ONALLY DELETED ........................................................................ 96
ARTICLE 27 LANDLORD`S REPRESENTATIONS ........................................................... 96
ARTI CLE 28 NO WAI VER ...................................................................................................... 96
ARTI CLE 29 BROKERAGE .................................................................................................... 97
ARTI CLE 30 LEASE ENTI RE AGREEMENT ...................................................................... 97
ARTI CLE 31 APPLI CABLE LAW .......................................................................................... 97

EXHI BI TS

EXHIBIT ' SUBORDINATION, NON-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 (the 'Lease) made the day oI
2012, between , whose address is
, hereinaIter designated as 'Landlord, and THE CITY OF NEW YORK, a municipal
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
'Tenant.

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 ,
Lot ) and hereinaIter reIerred to as the 'Demised Premises; and
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 ______________.

ARTI CLE 1
TERM
(A) The term oI this Lease (the 'Term or the 'Initial Term) is( ),
commencing upon______________ (the "Commencement Date") and expiring on
(the 'Initial Term Expiration Date).

(B) Landlord hereby grants to Tenant the right and option to sequentially
extend the Term oI this Lease (the 'Option(s) to Extend) Ior three (3) additional periods oI six
(6) calendar months each (each six (6) calendar month extension period being referred to as the
'First Extended Term, through the 'Third Extended Term, or each an 'Extended Term) upon
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
on a Iloor by Iloor basis as provided in Article 3 ('Option To Terminate) hereinaIter. The Iirst
Option to Extend shall be exercised by Tenant giving to Landlord at least sixty (60) calendar
days written notice ('Term Extension Notice) prior to the date that is the day immediately
Iollowing the Initial Term Expiration Date (said date that is 'the day immediately Iollowing the
Initial Term Expiration Date being the 'First Extended Term Commencement Date); each
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.

ARTI CLE 2
RENT
(A) There shall be no rent or other charges due and payable to Landlord by Tenant
during the Initial Term.
(B) Following Tenant`s exercise oI the Option(s) to Extend as stated in Article 1
above, monthly rent (the 'Rent) during each six (6) month Extended Term after the Initial Term
Expiration Date shall be at the 'Fair Market Rental Rate Ior the Demised Premises (as 'Fair
Market Rental Rate is deIined below) determined within sixty (60) calendar days prior to, the
First Extended Term Commencement Date (the 'First Extended Term(s) Rent Period). II
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 'Second Extended Term(s) Rent Period), shall be at
the Fair Market Rental Rate for the Demised Premises plus five percent (5%) thereon, increasing
by Iive percent (5) thereaIter Ior each successive Extended Term. The 'Fair Market Rental
Rate shall 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.
With Tenant`s delivery oI the initial Term Extension Notice, Tenant shall notiIy
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 aIter Landlord`s receipt oI Tenant`s
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
('AAA), except that the provisions oI this Article shall supersede any conIlicting or inconsistent
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
Fair Market Rental Rate shall then be calculated as Iollows: (a) iI the Arbitrator`s determination
is greater than both the Landlord`s and Tenant`s determination, then the Fair Market Rental Rate
shall be the Landlord`s determination; (b) iI the Arbitrator`s determination is lower than both the
Landlord`s and the Tenant`s determination, then the Fair Market Rental Rate shall be the
Tenant`s determination; or (c) iI the Arbitrator`s determination is between the Landlord`s and
Tenant`s determination, then the Fair Market Rental Rate shall be calculated as the average oI (i)
the Arbitrator`s determination and (ii) whichever oI the Landlord`s and Tenant`s determination is

81

closer to the to the Arbitrator`s determination.
II Tenant disputes Landlord`s determination and iI the Iinal determination oI Fair
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
amount equal to Tenant`s determination oI Fair Market Rental Rate. Within thirty (30) days
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
number oI the Landlord`s contact person Ior billing inquiries must be provided to Tenant in the
manner designated in Article 21 hereof.

82

ARTI CLE 3
OPTI ON TO TERMI NATE
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.

ARTI CLE 4
{I NTENTI ONALLY OMI TTED}

ARTI CLE 5
LANDLORD'S I NTEREST I N PREMI SES
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.

ARTI CLE 6

83

ARTI CLE 7
COMPLI ANCE WI TH LAWS
Tenant agrees to accept the Demised Premises 'as is and to comply with
all requirements, rules, laws, regulations and orders of Federal, State and local authorities having
jurisdiction over the Demised Premises relating to Tenant`s particular manner of use thereof
during the Initial Term and any Extended Term.

ARTI CLE 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
with Tenant`s requests in connection with such Tenant challenges.

84

ARTI CLE 9
BUI LDI NG SERVI CES
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
with said entity(ies)` requirements. In that regard, Landlord agrees that it shall enter into such
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 Tenant whereby Tenant shall be designated as Landlord/owner`s attorney- 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
entered into on Tenant`s behalI as a prerequisite to said utility(s) or service provider(s) Iurnishing

85

services/supplies to Tenant.

ARTI CLE 10
.
ARTI CLE 11
ALTERATI ONS 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
thereon with Landlord`s prior written consent, which consent shall not be unreasonably 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 Irom those Iloors which are the subject oI such Tenant`s partial
termination(s)).

86

ARTI CLE 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.

ARTI CLE 13
REPAI RS
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 exacerbated solely by, Tenant`s occupancy therein during the term oI
the Lease.

ARTI CLE 14
I NTENTI ONALLY DELETED

ARTI CLE 15
DESTRUCTI ON BY FI RE 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
existed prior to said damage and destruction, at Tenant`s sole cost and expense. II Tenant
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).

ARTI CLE 16
NO EMPLOYEE OF CI TY HAS ANY I NTEREST I N 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

ARTI CLE 17
QUI ET 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.
ARTI CLE 18
I NTENTI ONALLY OMI TTED

ARTI CLE 19
SUBORDI NATI ON AND NON-DI STURBANCE
(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).,

89

Landlord agrees, at its sole cost and expense, to deliver to Tenant, simultaneously with
Landlord`s execution oI this Lease, a Iully negotiated and executed Subordination,
Nondisturbance and Attornment Agreement ('SNDA), signed by, Landlord and Landlord`s
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
as Exhibit '. Delivery oI such SNDA by Landlord to Tenant shall be a pre-condition of
Tenant`s execution and delivery oI this Lease.
ARTI CLE 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.

ARTI CLE 21
NOTI CES
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.

ARTI CLE 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.

ARTI CLE 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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ARTI CLE 24
I NVESTI GATI ONS
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

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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

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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,

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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.

ARTI CLE 25
SI GNI FI CANT RELATED PARTY TRANSACTI ONS
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 purposes oI this Article 25, a 'signiIicant related party(s) shall
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
New York City. Landlord`s Iailure to notiIy Tenant oI such related 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.

ARTI CLE 26
I NTENTI ONALLY DELETED

ARTI CLE 27
LANDLORD`S REPRESENTATIONS
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.

ARTI CLE 28
NO WAI VER
The failure by Tenant or Landlord to insist, in one or more instances upon the full
perIormance oI any oI the other`s covenants, conditions or obligations hereunder shall not be
construed as a waiver of a subsequent breach of the same or any other covenant or condition, and

97

the consent or approval by Tenant or Landlord (the 'Consenting Party), as the case may be, to or
of any act by the other requiring the Consenting Party's consent or approval shall not be
construed to waive or render unnecessary the Consenting Party`s consent or approval to or oI any
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.

ARTI CLE 29
BROKERAGE
Tenant shall in no event be liable for brokerage commissions.

ARTI CLE 30
LEASE ENTI RE 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.

ARTI CLE 31
APPLI CABLE 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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I N WI TNESS 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

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UNI FORM 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.

__________________________________________
(Notary Public) '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.

__________________________________________
(Notary Public) 'Strike-out (Commissioner of Deeds)

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APPENDI X 3: CONDI TI ONS, TERMS AND LI MI TATI ONS

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 are to be disposed oI in 'as is condition and are to be conveyed subject to
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 successIul completion oI the City`s UniIorm Land Use Review Procedure
('ULURP), iI not already completed, completion oI the City Environmental Quality Review
('CEQR), approval by the applicable Community Board, compliance with Section 384(b)(4)
of the New York City Charter, and approval by NYCEDC`s Board oI Directors. Additional
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
members is determined, in NYCEDC`s sole discretion, to be within a category of persons or
entities with whom or which the City or NYCEDC will not generally do business or
otherwise to be a 'prohibited person as deIined by the City. Proposer and all oIIicers and
principals thereof must complete a background questionnaire and shall be subject to
investigation by NYCEDC and the City`s Department oI Investigation. Any designation may
be revoked in NYCEDC`s sole discretion in the event any derogatory inIormation is revealed
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
each response`s conIormance 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
account oI the City`s or NYCEDC`s involvement in the transaction.

j. This transaction will be structured as a 'net deal to NYCEDC, with the 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
York City Department oI Small Business Services ('DSBS) as being women-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
certiIication Irom DSBS aIter completing the DSBS 'Expedited CertiIication AIIidavit,
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,
Article 6 oI the Public OIIicers Law ('FOIL). The entity submitting a proposal may provide
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,
would substantially harm such entity`s competitive position. This characterization shall not
be determinative, but will be considered by NYCEDC when evaluating the applicability of
any exemptions in response to a FOIL request.

m. In Iurtherance oI NYCEDC`s mission oI economic development, the disposition oI the
Properties will be subject to NYCEDC`s standard provisions Ior similar transactions. The
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 ('ConIidential
InIormation) conIidentially, and shall not discuss, publish, divulge, disclose or allow to be
disclosed the Confidential Information to any other Respondents or any other person, firm or
entity, including press or other media, without NYCEDC`s prior written approval.
Respondents shall refer all press and other inquiries concerning the RFP and the Confidential
Information, without further comment, to NYCEDC.

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APPENDI X 4: STATEMENT OF AGREEMENT

(On company letterhead)

Date:

110 William Street, 4
th
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]

104

APPENDI X 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

105

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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APPENDI X 6: DOI NG BUSI NESS DATA FORM

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109

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APPENDI X 7: I NTERNAL BACKGROUND I NVESTI GATI ON FORM

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112

113

114

115

116

117

118

119

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APPENDI X 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
persons, enabling them to participate in the City`s economic growth. 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
to assist NYCEDC in its assessment oI each Respondent`s capacity in this area. The program
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
the Iollowing goals or, at each Respondent`s discretion, higher goals (collectively, the 'Goals):
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.

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
each such Respondent`s Program:

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.

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.

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.

Building Sales RFP - New Project - Final - .4.20.2012

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Building Sales RFP - New Project - Final - .4.20.2012

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