ri master leaseholder rfp

8/9/2019 RI Master Leaseholder RFP

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C:\Documents and Settings\darin.early\Desktop\Retail-Retail Package 2010 v25 Final.doc8/30/2010

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Retail Space

Roosevelt Island, NY

I. Description: On behalf of the Roosevelt Island Operating Corporation of the State of NewYork (RIOC), Jones Lang LaSalle (JLL) is seeking to leverage the expertise

of the real estate industry to improve the community retail and services offered onRoosevelt Island (RI) through this request for proposals (RFP) from qualifiedinvestors and operators (Investors or Proposers) for the acquisition andmanagement (the Disposition) of some or all of the retail and office space in thefollowing six (6) buildings (the Buildings) located on Main Street, the primarynorth/south thoroughfare and the central retail corridor on RI (the RetailSpace):

Retail Unit # &Building Name

Above Grade,ApproximateSquare Feet

(SF)

Vacant orSpace w/oLong-term

leases

Comments

Available Space

1) Rivercross 6,630 SF 2,898 SF Base of 365 unit residential

building2) Eastwood 18,351 SF 4,174 SF Base of 1003 unit residential

building

3) Island House 9,454 SF 1,073 SF Base of 400 unit residentialbuilding

4) Westview 13,242 SF 1,546 SF Base of 361 unit residentialbuilding

5) Motorgate 35,300 SF 0 SF 35,300 SF of Retail spacelocated on the ground floorof the parking garage and448 SF of CommercialSpace on the 2nd floorescalator landing (expansion

possible with potential reuseof Atrium space)

6) Former SchoolBuilding

10,740 SF 10,740 SF Separate 2-story building;building may be expandedor redeveloped 2

7) Day SpringChurch Building

4,810 SF 0 SF Separate church building

Total SF 98,527 SF 20,431 SF 20.7% Vacancy

14,829 SF Tenants with Month toMonth leases or occupantswith no lease 1

Total SF Vacantor Without Long

Term Leases

35,260 SF

See Exhibit A for details of space and area by Retail Unit. Buildings 1, 2 3 and 4above are known as the WIRE buildings (the WIRE Buildings)

1 Includes 4,812 SF that is month to month and 6,241 SF that is occupied by Non-Profits. AdditionallyRIOC occupies 3,776 SF in several retail units.2 RIOC would like the RI branch of NY Public Library to be expanded. The Library has expressed aninterest in relocating and expanding into a floor in this building.


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RIs Retail Space supports an existing community of more than 15,000 residentsin over 3,500 housing units plus workers and visitors. With current developmentthat is underway, the housing stock will increase to 5,500 units, supporting acommunity of approximately 18,000 residents. Main Streets Retail Space hasbeen viewed as historically underperforming its potential.

RFP Goal: Through this RFP RIOC is seeking to maximize the best value forRIOC (Best Value), which is defined generally, and more specifically definedin the Selection Criteria, as the selection of a single Investor entity as masteroperator of the Retail Space or multiple Investors operating their respective RetailUnits based on a proposal or proposals that:

(i) furthers RIOCs objective of maximizing the long-term aggregate revenuesRIOC receives from the Retail Space while(ii) making available to RIs residents, workers and visitors an improved andappropriate mix of goods and services;(iii) improving the appearance and vibrancy of Main Street; and(iv) maintaining quality operating and management standards for the Term of thetransaction(s)

While the importance of maximizing RIOCs revenues should not be understated,RIOC is seeking to encourage creativity and commitment on the part of theInvestor(s) with this broader Goal of maximizing Best Value.

There are approximately 30 existing stores in the Retail Space. Each BuildingsRetail Space is identified by number as listed and identified by unit number in theabove table (Retail Unit). Retail Units 1 through 4 are located in residentialbuildings originally developed under the Mitchell-Lama program that are onground leases with RIOC. RIOC administers properties on RI under a masterlease with the City of New York (the City) that expires December 23, 2068 (theMaster Lease). Eastwoods ground lease was recently extended to December22, 2068. Rivercross, Island Houses and Westviews ground leases are in

negotiations to be extended to be coterminous with Eastwood. It is expected thatthese extensions will be subject to each Building maintaining an affordablehousing plan approved by various government agencies.

Proposers are invited to submit proposals for the acquisition of the Retail Space inaccordance with the terms and conditions of this RFP. Proposers may submitproposals for all of the Retail Space or one or more entire Retail Units. Thesuccessful Proposer(s) will become the/a formal designated Investor(s) (the/aDesignated Investor) for all or a portion of the Retail Space with whom RIOC may then enter into a sublease(s) or other form of transaction agreement(s) (forthe Retail Space (Disposition Agreement(s)) with one or more proposer (theInvestor(s)) selected by RIOC at RIOCs sole discretion.

II.

Disposition Term: The maximum Term shall be through December 22, 2068

III. Submission Date& Place:

RFPs are to be received in a sealed envelope by JLL no later than 5:00 PM

Eastern Standard Time on Wednesday October 13, 2010 (Proposal

Submission Date) addressed to:Jones Lang LaSalle

601 Lexington Avenue33rd Floor

New York, NY 10022


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Attn: Roosevelt Island RetailA proposal will be deemed to have been received only if it is delivered

directly to the above address by the Proposal Submission Date. Time

stamped receipts will be provided for any hand-delivered proposals. An e-

mail (Confirmation E-mail) will be sent to the Proposers Authorized

Point of Contact, as defined in RFP Section IV Communications, once

received. Proposals may only be left at the reception desk in the lobby of

JLLs office on the 33rd

Floor of 601 Lexington Avenue, New York, NY (the

Building). Proposals will not be deemed to be received if delivered to any

other JLL office, facility or address, or any other City, State or government

agency. In light of security measures in effect at the Building, Proposers

should allow extra time to access the Building when delivering proposals.

Proposers are responsible for determining and complying with all current

procedures for entering the Building, including without limitation, providing

necessary identification.

IV. Communications: The RFP, the Application and Registration Agreement (Registration AgreementExhibit B), addenda to the RFP, if any, and other general and/or publicinformation will be available on the following website (the RI RFP Website):

http://www.us.joneslanglasalle.com/RIretail

Alternatively proposers may contact JLL in writing by, email, fax or certifiedmail as per Section V of this RFP.

All communications and inquiries concerning this RFP are to be directed inwritten form by, email, fax, or certified mail to:

Email: [email protected]: 312-601-1547

Certified Mail : Jones Lang LaSalle601 Lexington Avenue33rd Floor

New York, NY 10022Attn: Roosevelt Island Retail

Requests for clarification concerning this RFP should be made by email only toJLL at the above email address. No board member, officer or employee of RIOC,the State or City of New York, or any of their respective public agencies oradvisors are authorized to give interpretations of this RFP or additionalinformation regarding the requirements of this RFP directly or indirectly toindividual Proposers or their representatives. Interpretations or additionalinformation with respect to this RFP, if provided, will be publicly communicatedfrom JLL to all Registered Proposers by email or written addenda, and posted onthe RI RFP Website, and shall be considered part of the RFP. Direct or indirectcontact by a Proposer or any third-party person or entity representing a

Proposer or a Proposers interest, retained directly or indirectly by aProposer, with or without compensation, with RIOC (its employees, officials,

board members, contractors) or any other party involved in the selection and

approval of the Designated Investor other than JLL (sometimes referred to

hereinafter as the Designated Point of Contact) regarding this RFP or any

component of the RFP Process may result in immediate disqualification.

Site Visits and Pre-Submission Conference: Site visits will be available uponrequest and be scheduled subject to reasonable notice. A pre-submissionconference will be scheduled for all Proposers that have forwarded an executed


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Registration Agreement (Exhibit B) to JLL (Registered Proposer) prior to thepre-submission conference. All will be notified in advance about the date, timeand place of the conference by email.

All Registered Proposers will be provided with supplemental information via asecured electronic format, which will include any additional Exhibits to this RFP,the Retail Space Form of Submission (FOS) and background information,technical documentation and other useful information. In addition, registrationwill enable RIOC to email updates, notices and other additional information aboutthis RFP to all Registered Proposers. As part of the registration process,Proposers will identify their designated point of contact (Proposers AuthorizedPoint of Comtact) and be required to enter into a confidentiality and non-disclosure agreement to protect unapproved disclosure of certain confidential andsafety/security sensitive information that will be available only to RegisteredProposers.

Proposals will only be accepted from Proposers who have registered prior to

the Proposal Submission Date.

JLL is the designated point of contact for the RFP (Designated Point of

Contact). All Contact (defined as any oral, written or electroniccommunication with a governmental entity under circumstances where areasonable person would infer that the communication was intended to influencethe governmental disposition or procurement) during the period commencingupon the date of the release of this RFP and ending upon the last action taken byRIOC to dispose of the Retail Space or any portion thereof (the RestrictedPeriod) shall be made solely to the Designated Point of Contact. During theRestricted Period, no Contact, other than the Permitted Contacts described belowand contacts with the Designated Point of Contact, Proposers or theirrepresentatives should not contact any employees, officers, directors, boardmembers, consultants or any representatives of RIOC or any other governmentalentity regarding this RFP or send inquiries, proposals or responses to them.Failure to observe this requirement may result in the proposer's disqualification.

In addition to the permitted communications above, there are certain exceptionsto the foregoing limitation on communication (Permitted Contacts). Thefollowing types of Contacts are permitted during the Restricted Period:

1. Proposals: the submission of written proposals in response to this RFP.

2. Complaints: complaints by a Proposer regarding the failure of theDesignated Point of Contact to respond in a timely manner to communicationsfrom an authorized representative of the Proposer, provided such complaints aremade in writing to the JLL with a copy to the CFO of RIOC. Such writtencomplaints will become a part of the transaction record.

3. Oral Presentations and Discussions with Proposers: JLL scheduledpresentations by a Proposer to RIOC, the Evaluation Committee or the Board ofRIOC describing its proposals and/or scheduled discussion by RIOC withProposers.

4. Negotiations: After a Proposer has been preliminarily designated,communications between that Proposer and RIOC for the purposes of negotiation.

5. Review of Award: Following award to another Proposer, a Proposersrequest to the Designated Point of Contact for a review of the award.


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6. Protests and Complaints: (a) contacts by Proposers in protests, appealsor other review proceedings (including the apparent successful Proposer and theirrepresentatives) before RIOC seeking a final administrative determination, or in asubsequent judicial proceeding; or (b) complaints of alleged improper conduct inthis RFP process.

V. CurrentConditions:

With the exception of Unit 6, the Units comprising the Retail Space have beencontrolled by RIOC or its predecessor agency, the Urban DevelopmentCorporation (UDC) since the early 1970s when UDC exercised its option tosublease the Commercial Space back from the WIRE Buildings. Under theMaster Lease, the Ground Rent for all Commercial Space is $0.60 per SF(Commercial Space Ground Rent). Under the sublease agreements withWestview, Rivercross and Eastwood the UDC was obligated to pay theCommercial Space Ground Rent and a basic rent of $2.40 per SF. Island Housewas a total payment of $3.00 per SF. These obligations continue for theCommercial Space in Westview and Island House. The current payments for theCommercial Space in Eastwood is limited to the spaces proportionate share ofthe buildings TEPC, as defined in Section VII. Proposers should take this intoaccount in the Financial Terms of their proposal No such payments are due to

Rivercross. .

The Retail Spaces current vacancy rate is approximately 20.7%. The RetailSpace totals 98,527 SF above-grade of which 78,096 SF are occupied and 20,431SF are vacant. There are 14,829 SF occupied without long term leases of which4,812 SF are under month-to month leases, 6,241 SF are occupied by existingnon- profit entities (excluding Day Spring Church) and 3,776 SF are occupied byRIOC. Recent proposals have been received with rents ranging from the mid tohigh teens to the mid $30s, subject to use and space characteristics. The RetailSpaces annual net operating income (RIOCs Retail NOI) for the periodending March 31, 2010 is approximately $900,000.

Additionally, the Retail Space has traditionally included a number of community

services and non-profit occupants. Proposers should give thought to thefollowing: i) RIOC is considering relocating and expanding the RI New YorkPublic Library branch (the Library) to the ground floor of Unit 6 and ii) iffeasible, incorporating a process for providing some space for some non-profituse on a going forward basis.

Through this RFP, RIOC is seeking a qualified Investor(s) with the capital,commitment, expertise and track record to turnaround underperforming assets in amarket with high demand for community-based retail and services. It isanticipated that the Investor(s) will have the resources and creativity necessary toimprove the vibrancy and appearance of the Main Street retail corridor and havethe management skills to maintain and enforce high quality design and operatingstandards of its subtenants.

VI. Planning & Zoning: The Retail Space lies within Block 1373 Lots 1 and 40. Separate tax lots for theRetail Space will not be created.

Development on Roosevelt Island is governed by, inter alia, the 99 year MasterLease dated December 23, 1969 between the City of New York, as lessor, andRIOC as successor in interest to the Urban Development Corporation, as lessee ,the General Development Plan for Roosevelt Island, attached thereto (see SectionXVIII of this RFP), the RIOC Enabling Legislation (Chapter 899 of the Laws of


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1984, as amended), the State Environmental Quality Review Act, and such otherfederal, state or local regulations which may be applicable.

Under the Zoning Resolution of the City of New York (Zoning Resolution), allof Roosevelt Island is zoned R7-2. RIOC intends to make the Retail Space subjectto Zoning Resolution standards, including permitted uses, applicable to an R7-2district. Retail Unit #6 may be eligible for expansion and redevelopment subjectto plans to be approved by RIOC and Proposers should note the above referenceconcerning a possible relocation of the Library to the ground floor.

Building permits, licenses, certificates of occupancy, waterfront development

and environmental approvals and the like shall be the responsibility of the

Investor(s) and will all be required in the usual manner as administered by

the respective government agencies.

VII. RFP BiddingGuidelines:

Please follow the following RFP guidelines:

Each proposer should be a Registered ProposerRFP proposals are to be submitted using the FOS form that will be made

available online upon completion of the Registration Agreement.

To be considered, a proposal must be accompanied by a non-refundable one-time administrative fee of $500 (Administrative Fee) in the form of acashiers check made payable to RIOC. The Administrative Fee will beretained by RIOC and the Investor(s) will not be entitled to any credit againstthe Acquistion Payment as defined below or any other economic terms inconnection with the Retail Space. Acceptance of this Administrative Fee byRIOC does not create any obligations on the part of RIOC to the proposer orentitle the proposer to any rights with respect to the Retail Space, or any otherproperty controlled by RIOC or the State and City of New York. TheAdministrative Fee is waived for and Proposer to this RFP that was a registeredproposer Retail Package Request for Initial Proposal that RIOC solicited in

2005.

RFP proposals shall clearly state the following and be submitted on the FOSform:

A) Proposer Profile- Information about the proposer including, but not limited to,marketing capabilities and experience with retail property.

B) Proposers Plans- Information on the proposers plans and schedule forimproving the Retail Space including, but not limited to, marketing,merchandising, design, operations, maintenance and renovation.

C) Financial Terms- The proposed financial terms of the Disposition Agreement:

1) Term- The proposed term of the transaction, including any renewal terms.2) Acquisition Payment- The proposer should express the economic terms (the

Acquisition Payment) to be paid to RIOC for the Retail Space over theproposed Term including a detailed description of guaranteed payments and/or rents (Guaranteed Payments) and conditional payments, if any,(Conditional Payments) and the method and/or formula used to determinethe amount and timing of such payment(s). The Acquisition Payment shouldalso address other economic terms, including, but not limited to, escalations


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and rent resets but should exclude payments for capital events, which areaddressed separately below. The proposer may also propose other pricingalternatives.

The Acquisition Payment should take into account that, in accordance withthe Master Lease, the current Ground Rent for Commercial Space of $0.60per SF adjusts on the 40th Anniversary of the date each property received itsinitial C of O to a rent which is based on the then fair market value of theland for comparable commercial space in New York City (the Ground RentReset). Under the Master Lease, the Ground Rent due under the GroundRent Reset is 6% times the product of (i) the fair market land value per SFtimes (ii) the number of SF of Commercial Space.

3) Tax Equivalent for Commercial Space (TEPC)- Under its Master Leasewith the City, all Commercial Space is subject to real estate tax equivalencypayments (TEP) to be assessed, determined and paid by the Investor(s) inthe same manner as like property in the City. The Retail Space is definedas Commercial Space and is therefore subject to TEP and is defined in thisRFP as TEPC. The Investor(s) will be required to make such TEPC

payments.

Proposers must identify and include in the required 30-year cash flowprojections (a) the timing and amount of TEPC payments that they wouldanticipate being due in their RFP proposal and (b) subject to the propertyqualifying, any real property tax abatements, real property tax exemptions, orother real property tax related matters consistent with those available incomparable locations in the City of New York for comparable propertywhich would change the timing or reduce the amount of such TEPCpayments to RIOC. Proposers should include an explanation of theassumptions of assessed value used in estimating TEPC.

RIOC wishes to ensure that Investors make TEPC payments in accordance

with amounts proposed. Accordingly, proposers must estimate TEPC, andthe Investor(s) must pay annually as TEPC the greater of the amount it hasestimated or the actual amount of TEPC assessed.

4) PILOMRT- In the event that the transaction is entitled to an abatement orexemption of any mortgage recording tax (MRT) due to RIOCs status, theInvestor(s) will be required to pay RIOC a payment in lieu of MRT(PILOMRT) in accordance with the Disposition Agreement.

5) PILOST- In the event that the transaction is entitled to an abatement orexemption of any sales and compensating use taxes on the materialsincorporated therein during construction due to RIOCs status, beginning onthe tenth (10th) anniversary of the transaction agreement(s) with, RIOC shall

have the option to require the Investor(s) to pay a payment in lieu of salesand use tax (PILOST) to RIOC in accordance with the TransactionAgreement. Proposers must identify the amount of PILOST payable toRIOC, as the greater of a percentage of total PILOST due or a fixed amountper SF.

6) Preliminary Cash Flow Projection Proposers are required to submit a 30-year preliminary cash flow analysis. This pro forma analysis must includeinformation and assumptions on redevelopment and construction costs, thecost of financing, proposed rental rates, rental revenues for all uses, projected


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occupancy, other revenues, operating expenses and the basis therefore.Proposers must demonstrate a viable preliminary financial structure for theredevelopment of the Retail Space over the proposed term of the DispositionAgreement.

7) Preliminary Financing - Proposers are required to submit a preliminaryfinancing plan satisfactory to RIOC as part of their response to this RFP. Thispreliminary financing plan should include the following:

a. An estimate of total transaction costs and a general cost breakdownb. The amount of the proposers equity contribution and other sources

of equity, if any

c. The amount proposer proposes to finance, including all financingassumptions

d. The proposed source and terms of financinge. The proposed redevelopment schedule.

8) Capital Event Transaction Fee: The proposed share of proceeds to be paid toRIOC from a capital event such as a leasehold sale, partner exchange,transfer, major subletting, syndication, financing or refinancing, excessinsurance or condemnation proceeds or any other capital event.

VIII. FinancialResponsibility:

Under no circumstances shall RIOC be liable for any of the costs of any Proposeror the Designated Investor(s) in connection with preparing a proposal in responseto this RFP, negotiating with RIOC or otherwise participating in this RFPprocess.

If selected by RIOC, the successful Proposer(s) will become the DesignatedInvestor(s) for all or a portion of the Retail Space. RIOC will deliver adesignation letter to the selected Designated Investor(s) (Designation Letter(s)).

Within ten (10) days following designation, the Designated Investor(s) shall berequired to enter into a formal Memorandum of Agreement (an MOA) withRIOC that will memorialize the principal terms of the agreement between theparties. Under the MOA, the Designated Investor(s) shall be required to pay bywire transfer of immediately available funds to RIOC twenty-five thousanddollars ($25,000) (Expenses Fund). The Expenses Fund will be used to covercosts associated with RFP marketing and evaluation, the cost of any third-partydue diligence materials provided by RIOC for the RFP, the cost of negotiating theDisposition Agreement, including RIOCs legal expenses, and other reasonableclosing expenses. RIOC shall have the right to withdraw amounts from theExpenses Fund necessary to reimburse RIOC for Post-Designation Expenses. Atany time that the amount on deposit in the Expenses Fund shall be less than$10,000, the Designated Investor shall deposit with RIOC such amount that shall

be necessary to restore the amount of the Expenses Fund to not less than $25,000.Any amounts remaining in the Expenses Fund after reimbursement of theexpenses shall be refunded to the Designated Investor(s). In the event theDesignated Investor is such for a portion of the Retail Space, such Expenses Fundamount shall be reasonably prorated in a manner determined by RIOC in its solejudgment.

Following the execution and delivery of an MOA, RIOC and the DesignatedInvestor(s) shall have one-hundred twenty (120) calendar days to negotiate,execute and deliver a Disposition Agreement. The Disposition Agreement is


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anticipated to cover legal terms of the Disposition. If such a DispositionAgreement is not executed and delivered within such time frame, RIOC, inaddition to any other remedies available to it, shall have the sole and exclusiveright to terminate the MOA, to discontinue all further negotiations with theDesignated Investor(s) and to commence negotiations with other parties as to thedisposition of the Retail Space.

Upon execution and delivery of a Disposition Agreement, the DesignatedInvestor(s) will be required to pay by wire transfer of immediately available fundsan amount equal to at least ten percent (10%) of the present value of thetransaction consideration as a deposit and security for the performance by theDesignated Investor(s) of its covenants, agreements and obligations under theDisposition Agreement. Such deposited amount shall be deemed earned by RIOCas of the date of the Disposition Agreement and shall be non-refundable.

The Proposer acknowledges that if it is the Designated Investor(s) that it will besolely responsible for the following financial obligations, in addition to otherobligations identified elsewhere in this RFP:

a. The Administrative Fee described above.b. The deposits to the Expenses Fund, and any required replenishments

thereof, described above.

In addition, the Investor(s) will be solely responsible for the following costs andexpenses: (i) to the extent applicable, New York City and New York State realproperty transfer and conveyance taxes; (ii) New York City Commercial RentTax; (iii) recordation fees with respect to any recordable instrumentscontemplated by the documents which shall govern the transaction for the RetailSpace and (iv) the cost of any surveys desired by the Investor(s).

a. The Designated Investor(s) will not be responsible for any pre-designationcosts and expenses incurred by RIOC except as set forth above.

IX. Utilities &Infrastructure:

RIOC will require the Investor(s) to provide and/or expand, at its sole cost, anyneeded infrastructure to support the proposed transaction.

X. Permits &Approvals:

The Investor(s) will be required, at its sole cost and expense, to comply with allapplicable federal, state and local laws and regulations, and to obtain from allappropriate government authorities all construction and ancillary approvalsneeded for the redevelopment or operation of the Retail Space, including but notlimited to, all required building permits and approvals.

XI. Environmental: If a Retail Space proposal(s) were to trigger the need for an environmental reviewunder the State Environmental Quality Review Act (SEQRA), the Investor(s)will fully compensate RIOC, as lead agency, for all costs and expenses associatedwith compliance with SEQRA, including but not limited to the cost and expensesof any and all reports, analysis, and documentation; public notifications, outreach,meetings, and hearings; and the procurement of environmental consultants andcounsel as may be required.

Proposers will defend, hold harmless and indemnify RIOC with respect to anydamages or liabilities in connection with any environmental, engineering or othertesting undertaken by proposers.


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XII.RFP Prerequisites &Selection Criteria:

RIOC has the following Prerequisites for the RFP:

1. Demonstrated commitment and capacity of the proposer to meet itsExpenses & Security obligations, financial plan and proposed projectschedule.

2. The proposer's financial qualifications (including its proven ability toobtain financing for projects of similar size, experience with institutionallenders and evidence of the willingness of such lenders to finance theproposed transaction), and the amount of equity or personal risk theproposer intends to contribute or assume for the project.

3. The commitment of the proposer to incorporate green principlesinto the Retail Space by using financially feasible and technologicallysound sustainable design strategies to conserve energy and otherwiseminimize the environmental impacts.

4. A positive record of performance in business dealings with any

municipal, state or federal agencies, including RIOC.

5. The extent to which the proposer has undertaken meaningful minorityor woman owned enterprise (MWBE) participation. Such factors asthe extent of the MWBEs ownership interest and decision-making rolein a transaction and active participation in the day-to-day management ofthe Retail Space will be among the factors considered.

6. The proposers previous record in achieving affirmative action goalsin the construction (if proposed), operation and management of otherprojects.

7. The proposer's and its principals good moral character and freedom

from any criminal conduct involving moral turpitude or other violationsof law. The Investor(s) selected by RIOC is expected to adhere tostandards of business conduct justifying the confidence of RIOCsobligations under the Disposition Aagreement.

In order to determine Best Value when evaluating RFP responses, RIOC willutilize the following Selection Criteria and weightings that, in its sole andabsolute discretion are in the best interests of RIOC:

1. The total economic value and financial return to RIOC, which isdefined as the present value of the risk adjusted economic value of thesum of: (i) upfront and future payments, (ii) the value of any in-kindconsiderations received by RIOC and (iii) the value of any other

economic benefits received by RIOC. Any such in-kind considerationand or other economic benefits in (ii) and (iii) must be, in the sole judgment of RIOC, bona fide, legitimate, quantifiable and reasonable.(50%)

2. The proposers plans to improve the Retail Space or Retail Unitsincluding, but not limited to, marketing, design, operations, tenant mixand selection processes, approach to providing some space for non-profits, management, maintenance and renovation, including improvingthe Retail Spaces or the Retail Units relationship with its immediate


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surroundings and overall benefit to Roosevelt Island. (25%)

3. The experience, competence and commitment of the proposer(including the identity of the key employees and professionals theproposer intends to have work on the proposed project) in the re-development, management, marketing and leasing of projects that aresimilar in scale and complexity to that proposed under the RFP. (25%)

XIII. RFP SelectionProcess:

RIOC will establish a real estate evaluation committee that will review all RFPs.The evaluation committee will present such evaluations to RIOCs Board ofDirectors (the Board) for action and selection of the best proposer(s).

RIOC will review all proposals for completeness and compliance with the termsand conditions of the RFP, and may at its sole discretion, request from any or allproposers additional material, clarification, confirmation or modification of anyproposal that is incomplete or non-conforming as submitted. Except at the requestor by the consent of RIOC, proposers will not be entitled to change their RFPresponses once submitted. RIOC will select the proposals for the Retail Spacethat, in the sole discretion of RIOC, most successfully fulfills the SelectionCriteria.

All determinations as to the completeness or compliance of any Proposal, or as tothe eligibility or qualification of any Proposer, will be within the sole andabsolute discretion of RIOC. RIOC may at any time exclude those proposals that,in the sole and absolute discretion of RIOC, fail to demonstrate the necessaryqualifications or which fail to comply with the requirements of this RFP. RIOC isunder no obligation to make an award or awards and reserves the right, in its solediscretion, to reject at any time any or all proposals, to withdraw the RFP withoutnotice and to use the proposals as a basis for negotiation and to negotiate with oneor more proposers.

RIOC reserves the right to negotiate any and all terms of any transaction with theDesignated Investor(s). If such negotiations cannot be concluded successfully

with the Designated Investor(s), RIOC may choose to negotiate with otherProposers, terminate the selection process or begin a new selection process.

XIV. Ownership &Use of Idea

Submissions:

RIOC shall be entitled to retain and use, without compensation to any partyresponding to this RFP, any information submitted, including but not limited toany concept, element or idea (including financial ownership structures orschemes) disclosed in or evident from the foregoing or which may be revealedduring any meetings or interviews with proposers.

XV. Conclusion ofRFP Review:

It is estimated that review of the initial proposals will be concluded within 120days after the Proposal Submission Date of the RFP proposals and any additionalinformation requested by RIOC.

XVI. Brokers: Other than to JLL, no brokerage fees, finders' fees, commissions or othercompensation will be payable by RIOC in connection with the selection of theInvestor(s) or the Dispostion of the Retail Space. Submission of a RFP proposalby a proposer in response to this RFP will constitute an undertaking by suchproposer to hold harmless and indemnify RIOC, the New York State Division ofHousing and Community Renewal, the Urban Development Corporation currentlyd/b/a the Empire State Development Corporation, the State of New York and theCity of New York and their directors, officers, employees and


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representatives/advisors from and against any and all expenses, damage orliability (including, without limitation, attorney's fees and disbursements) arisingout of any claim for such fees, commissions or other compensation made inconnection with such proposer's response to this RFP or subsequent RFP,selection or non-selection thereunder or negotiation and execution (or non-execution) of the Disposition Agreement.

XVII. About RIOC: Roosevelt Island is administered by RIOC, a public benefit corporation created bythe New York State Legislature in 1984 to manage, develop and operate the 147acre Roosevelt Island, located in New York Citys East River, in the borough ofManhattan. RIOC has promoted the development of a mixed-use, residential andcommercial community that is home to more than 18,000 residents. RI has sixhistoric landmarks, several parks, sports facilities, an aerial tramway, playgroundsand a waterfront promenade. RIOC continues to develop and maintain utilities,public promenades and commercial opportunities on the island to support privatedevelopment. Roosevelt Island is under the political jurisdiction of Manhattan,but it receives its police, sanitation and fire services from Queens. The State ofNew York holds a 99-year master lease (Master Lease) of the Island which willexpire in 2068; ownership will then revert to the City of New York.

Roosevelt Island has been developed by RIOC and its predecessor, the New YorkState Urban Development Corporation (UDC), in accordance with the MasterLease and the broad programming reflected in its General Development Plan(GDP). The GDP, created in 1969 by Philip Johnson and John Burgee, is afive-page document attached to the Master Lease.

RIOCs Board is composed of nine members, including the Commissioner of theNew York State Division of Housing and Community Development (DHCR),who serves as chairman and chief executive officer, the New York State Directorof the Budget and seven public members appointed by the Governor of the Stateof New York.

XVIII. ProposersInformation & ContactDisclosure:

Public access to material submitted by proposers in response to this RFP andsubsequent RFP shall be governed by the relevant provisions of the Freedom ofInformation Law, which constitutes Article 6 of the New York State PublicOfficers Law ("FOIL"), and regulations adopted pursuant thereto. If any proposersubmits information that it believes to be a trade secret or otherwise exempt fromdisclosure under FOIL, it must specifically identify such information and state inwriting the reasons why the information should be exempt from disclosure.

New York State Finance Law 139-j and 139-k (see attached Roosevelt IslandForm 1) imposes disclosure and record keeping requirements on RIOC andprospective contractors with regard to their contacts and all proposers mustcomply with these requirements. In particular, proposers must provide certaininformation with respect to any persons and organizations retained, employed or

designated by or on behalf of the proposer to influence RIOCs selection of theRFP proposers and the Investor(s), and, the RFP proposers and the Investor(s)will be required to update such information throughout the selection process. Inthe event RIOC becomes aware of any material misrepresentation in theinformation supplied by a proposer, RIOC shall have the right to reject at anytime the proposal of the proposer, to refuse to negotiate or continue negotiationswith the proposer and to take any other action, including retaining any deposits,Expense Fund or Security payments made by the proposer, as shall be deemedappropriate by RIOC in its sole discretion.


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RIOC reserves the right to request, at any time in the selection process, suchadditional information or materials as it may deem useful or appropriate toevaluate each proposer's qualifications and past experience. Submission of a RFPproposal shall constitute the proposer's permission to RIOC to make suchinquiries concerning the proposer and members of the proposers team, as RIOC,in its sole discretion, deems useful or appropriate.

XIX. Representationsor Warranties:

RIOC and JLL make no representations or warranties, including withoutlimitation representations or warranties as to the accuracy of any information orassumptions contained in this RFP or otherwise furnished to proposers by RIOCor JLL; the use or progress of development of any site or any other portion ofRoosevelt Island; site conditions or the suitability of the Retail Space for anyspecific use or development; and tax assessments that may be made by the Cityof New York, tax rates that may be established by the City of New York, or theamount of TEPC payable with respect to the Retail Space.

XX.Not an Offer: This RFP does not constitute an offer to sell or lease the Retail Space or anyportion thereof, nor a solicitation of offers to sell or lease the Retail Space or any

portion thereof. Neither RIOC or JLL nor any affiliate or subsidiary of any of theforegoing, shall incur any obligation or liability on account of any submissionmade in connection with this RFP (nor shall any proposal be deemed accepted)unless and until an agreement setting forth all the terms and conditions of atransaction has been fully negotiated and a written agreement incorporating suchterms and conditions has been fully executed and unconditionally delivered by allthe parties thereto and all necessary consents and approvals have been obtainedincluding, without limitation, approval of such written agreement by the RIOCBoard and any other government or quasi-government agencies.


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Exhibit A:Details of space and area by Retail Unit

Square Footage

Number Name Street Bsmnt 2-Floor Total

Motorgate

682 Space Plus/HomeGoods 448 448

685 Gristedes-Supermarket 25,172 25,172694 US Post Office 9,680 9,680

Subtotal 34,852 0 448 35,300

Westview

591 RIOC Offices 1,780 888 1,996 4,664

599C We are One (Clothing) 1,320 1,320

599D Accounting/Finance 1,320 1,320

605 Vacant (Formerly Grog Shop) 1,546 787 2,333

609 China 1 - Restaurant 1,530 694 2,224

615 Boy Scouts - Store/Office 776 776

619 Amalgamated Bank 2,974 2,974

Subtotal 11,246 2,369 1,996 15,611

Island House

549 Trellis/Coffee Shop 2,364 1,814 4,178

559 Vacant 568 286 854

563 Island Newsstand 2,229 1,844 4,073

567 RI Cleaners 2,203 962 3,165

579 M&D Delicatessen 2,090 1,058 3,148

Subtotal 9,454 5,964 0 15,418

Eastwood

504 Vacant School/Misc 5,000 1,378 5,740 12,118

520 Thrift Shop 3,835 3,835

526 NY Public Library 2,322 2,322

530 Vacant-Retail/Office 1,158 1,158

532 Vacant-Retail/Office 1,050 1,144 2,194544 RI Hardware/Video 2,172 710 910 3,792

546A Vacant-Retail/Office 686 1,280 1,966

548 Public Safety-Retail/Office 420 420

550 Public Safety-Retail/Office 480 480

552 Public Safety-Retail/Office 1,803 1,081 2,884

564 Cabrini Chapel 914 914

568 Vacant-Store/Office 505 505

570 RI Nail Salon 816 205 1,021

Subtotal 21,161 4,518 7,930 33,609

Rivercross

503 Vacant 1,978 300 2,278

507 Dr. Flanigan 808 808513 Vacant-Retail/Office 920 920

523 Beauty Salon of RI 1,294 1,294

527 Riva Gallery 1,630 816 2,446

Subtotal 6,630 1,116 0 7,746

Day Spring Church

Subtotal 4,810 620 5,430

Above Grade Square Footage 98,527

Vacant Above Grade 20,431

Vacancy of Above Grade 20.7%


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Exhibit B:


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Roosevelt Island Form 1

June 2010

ROOSEVELT ISLAND OPERATING CORPORATION

Guidelines Regarding Procurement Lobbying

I. INTRODUCTION

These Guidelines Regarding Procurement Lobbying (the Guidelines) have been issuedpursuant to the New York State Finance Law 139-j and 139-k (Procurement Lobbying Law),which, with limited exceptions, prohibit lobbying on procurement contracts. As further set forthbelow, the Guidelines apply to Roosevelt Island Operating Corporation (RIOC) procurementcontracts, and limit communications between Offerers1 and RIOC during the Restricted Period of aGovernmental Procurement. During the Restricted Period,Offerers may only communicate withthe person or persons designated by RIOC to receive communications regarding such procurement.

II. STATUTORY DEFINITIONS

Article of Procurement A commodity, service, technology, public work, construction,revenue contract, the purchase, sale or lease of real property or anacquisition or granting of an interest in real property that is the subjectof a Governmental Procurement.

Contact Any oral, written or electronic communication with RIOC staff or itsconsultants about a Governmental Procurement undercircumstances where a reasonable person would infer that the

communication was intended to influence the GovernmentalEntitys conduct or decision regarding the GovernmentalProcurement.

Governmental Entity All New York State agencies and authorities; both houses of theLegislature; the Unified Court System; municipal agencies and theirrespective employees.

Governmental Procurement (i) the public announcement, public notice, or public communicationto any potential vendor of a determination of need for a procurement,which shall include, but not be limited to, the public notification ofthe specifications, bid documents, requests for proposals, or

evaluation criteria for a procurement contract, (ii) solicitation for aProcurement Contract, (iii) evaluation of a Procurement Contract,(iv) award, approval, denial or disapproval of a ProcurementContract, or (v) approval or denial of an assignment, amendment(other than amendments that are authorized and payable under theterms of the Procurement Contract as it was finally awarded or

1 Hereinafter, defined terms are in bold.


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approved by the Office of the State Comptroller, as applicable),renewal or extension of a Procurement Contract, or any othermaterial change in the Procurement Contract resulting in a financialbenefit to the Offerer.

Offerer The individual or entity, or any employee agent or consultant orperson acting on behalf of such individual or entity, that contactsRIOC about a Governmental Procurement during the RestrictedPeriod of such Governmental Procurement whether or not thecaller has a financial interest in the outcome of the procurement;provided, however, that a governmental agency or its employees thatcommunicate with RIOC regarding a Governmental Procurement inthe exercise of its oversight duties shall not be considered an Offerer.

Procurement Contract Any contract or other agreement, including an amendment, extension,renewal, or change order to an existing contract (other thanamendments, extensions, renewals, or change orders that are

authorized and payable under the terms of the contract as it wasfinally awarded or approved by the Office of the State Comptroller, asapplicable) for an Article of Procurement involving an estimatedannualized expenditure in excess of $15,000. However, grants, StateFinance Law Article XIB contracts, intergovernmental agreements,railroad and utility force accounts, utility relocation projectagreements or orders, contracts governing organ transplants, contractsallowing for state participation in trade shows, and eminent domaintransactions shall not be deemed Procurement Contracts.

Restricted Period The period of time commencing with the earliest date of writtennotice, advertisement or solicitation of a request for proposal,

invitation for bids, or solicitation of proposals, or any other methodfor soliciting a response from Offerers intending to result in aProcurement Contract with RIOC and ending with the final contractaward and approval by RIOC, and where applicable, the Office of theState Comptroller.

III. EXEMPTIONS

Certain communications are exempt from the Guidelines and do not need to be directed to adesignated contact. These include:

(1) the submission of written proposals in response to a request for proposals, invitation for bids orany other method for soliciting a response from Offerers intending to result in a ProcurementContract;

(2) the submission of written questions to a designated contact by a method set forth in a requestfor proposals, or invitation for bids, or any other method for soliciting a response fromOfferers intending to result in a Procurement Contract, when all written questions andresponses are to be disseminated to all Offerers who have expressed an interest in the request


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for proposals, or invitation for bids, or any other method for soliciting a response fromOfferers intending to result in a Procurement Contract;

(3) participation in a demonstration, conference or other means for exchange of information in asetting open to all potential bidders provided for in a request for proposals, invitation for bids,or any other method for soliciting a response from Offerers intending to result in aProcurement Contract;

(4) complaints by an Offerer regarding the failure of the person or persons designated by RIOCpursuant to this section to respond in a timely manner to authorized Offerer contacts made inwriting to the Chief Financial Officer of RIOC, provided that any such written complaints shallbecome a part of the procurement record;

(5) Offerers who have been tentatively awarded a contract and are engaged in communicationswith RIOC solely for the purpose of negotiating the terms of the Procurement Contract afterbeing notified of tentative award;

(6) Contacts between designated RIOC staff and an Offerer to request the review of aProcurement Contract award;(7) (a) Contacts by Offerers in protests, appeals or other review proceedings (including the

apparent successful bidder or proposer and his or her representatives) before RIOC seeking afinal administrative determination, or in a subsequent judicial proceeding; or (b) complaints ofalleged improper conduct in a governmental procurement to the attorney general, inspectorgeneral, district attorney, or court of competent jurisdiction; or (c) protests, appeals orcomplaints to the State Comptroller's office during the process of contract approval, where theState Comptroller's approval is required, provided that the State Comptroller shall make arecord of such communication and any response thereto which shall be entered into theprocurement record;

(8) communications between Offerers and RIOC that solely address the determination ofresponsibility by RIOC of an Offerer;

(9) any communications relating to a Governmental Procurement made under 162 of the StateFinance Law undertaken by (I) the non-profit-making agencies appointed pursuant to paragraphE of subdivision 6 of 162 of the State Finance Law by the Commissioner of the Office ofChildren and Family Services, the Commissioner for the Blind and Visually Handicapped, orthe Commissioner of Education, and (II) the qualified charitable non-profit-making agenciesfor the blind and/or other severely disabled persons as identified in subdivision 2 of 162 of theState Finance Law; provided, however, that any communications which attempt to influence

the issuance or terms of the specifications that serve as the basis for bid documents, requestsfor proposals, invitations for bids, or solicitations of proposals, or any other method forsoliciting a response from Offerers intending to result in a Procurement Contract with aGovernmental Entity shall not be exempt from the provisions of these Guidelines;

(10) any communication about a Governmental Procurement being conducted by aGovernmental Entity other than the New York State Legislature received by RIOC frommembers of the New York State Legislature or the Legislative Staff, when acting in theirofficial capacity, shall not be considered a Contact for the purpose of these Guidelines.


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IV. VIOLATION

A violation of these Guidelines occurs when there is a Contact during the Restricted Periodbetween the Offerer and someone other than the person(s) designated by RIOC to receivecommunications for the particular Governmental Procurement. This includes instances where theOfferer Contacts RIOC regarding a procurement of another Governmental Entity.

Attempts by an Offerer to influence a Governmental Procurement in a manner that wouldresult in a violation of the Public Officers Law or any other applicable ethics code shall also be aviolation of these Guidelines.

V. PROCEDURES

A. Notifying Vendors of Procurement Lobbying Guidelines

1. For each Procurement Contract, at the same time that a Restricted Period isimposed, RIOC will designate a person or persons, who are knowledgeable aboutthe procurement, to receive communications from Offerers concerning theGovernmental Procurement.

2. RIOC will incorporate a summary of the policy governing lobbying during aGovernmental Procurement in its documents relating to the ProcurementContract and provide a copy of the policy and prohibitions regarding permissiblecommunications to Offerers.

3. RIOC shall seek written affirmation from all Offerers indicating that theyunderstand and agree to comply with these Guidelines (Attachment 1). Such awritten affirmation by an Offerer shall be deemed to apply to any amendments toa procurement submitted by RIOC after an initial affirmation is received with an

initial bid.

B. Making Determinations of Responsibility or Debarment

1. Prior to award of a Procurement Contract, RIOC must make a responsibilitydetermination with respect to the Offerer to be recommended for the award ofthe contract based upon, among other things, the information supplied by thatOfferer, using the Offerer Disclosure of Prior Non-ResponsibilityDeterminations Form (Attachment 2), whether it has been found non-responsiblewithin the last four years by any Governmental Entity for: (1) failure to complywith State Finance Law 139-j, or (2) the intentional provision of false or

incomplete information. This disclosure must be certified by the Offerer andmust affirmatively state that the information supplied by the Offerer to RIOC iscomplete, true and accurate.

2. Any determination of non-responsibility due to violation of the ProcurementLobbying Law within four years of a prior determination of non-responsibilitydue to a violation of the Procurement Lobbying Law shall result in the Offererbeing debarred from submitting a proposal on or being awarded any


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Procurement Contract for a period of four years from the date of the secondfinal determination.

3. The Procurement Contract must include a provision allowing RIOC toterminate the contract if the certification is subsequently found to be incomplete,false or inaccurate. Admissions by the Offerer of past findings of non-responsibility may constitute a basis for rejection of the Offerer by RIOC. RIOCcan award a contract to the Offerer despite the past findings of non-responsibilityif it determines that the award of the Procurement Contract to the Offerer isnecessary to protect public property or public health or safety, and that theOfferer is the only source capable of supplying the required Article ofProcurement within the necessary time frame. The basis of such a finding mustbe included in the procurement record of the Governmental Procurement.

C. Recording Contacts

1. All members, officers and employees of RIOC must record any Contact fromany person or entity. Contacts may be initiated by parties with an interest in the

procurement that are not necessarily connected directly to the Offerer. Contactsmay come in the form of telephone conversations, correspondence, electronicmail and person-to-person discussions. The Record of Contact Form (Attachment3) should be used to record all Contacts. The form shall be made available fromthe RIOC Finance Department.

2. Examples ofContacts for which a Record of Contact must be completed include:a. During the Restricted Period, an Offerer Contacts a RIOC employee

(other than the employee designated to receive such communications) todiscuss the Offerers cost, competitiveness or its suitability to be selectedfor a contract.

b. A court reporter, expert witness or any other vendor offers a RIOCemployee a gift of any monetary value during the Restricted Period.

3. Examples of permissible communications which may be directed to persons otherthan those designated by RIOC to receive communications from Offerersconcerning the Governmental Procurement include:

a. Inquiries as to the status of the procurement process;b. Requests to be included on RIOCs Offerer list;c. Receipt of advertising material;d. Intra-agency communications of administrative details concerning the

procurement;

e. Responses to RIOC issued Requests for Information;f. Written questions submitted by Offerers regarding a solicitation duringthe allowable time period of a competitive procurement;

g. Complaints about the procurement process or outcome;h. Participation in an Offerers conference as provided for in a Request for

Proposals or Invitation for Bids;i. Submission of a proposal or bid in response to a Request for Proposals or

Invitation for Bids;j. Contract negotiations; and


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k. Debriefing of an Offerer after a contract award has been made.None of the above communications require the preparation of a Record ofContact unless such communication constitutes an attempt to influence theGovernmental Procurement.

4. If a RIOC employee is in doubt about whether a communication was intended toinfluence the Governmental Procurement, he or she should record thecommunication on the Record of Contact Form and submit it to RIOCs ChiefFinancial Officer for further investigation.

5. The RIOC Chief Financial Officer, or his or her designee, will be required toensure that all Records of Contacts are included in the procurement record for therelated Procurement Contract.

D. Investigation ofContacts/Penalties for Violations

1. All reported Contacts will be immediately investigated by the RIOCChief Financial Officer, or his or her designee. If the RIOC ChiefFinancial Officer finds sufficient cause to believe that an Offerer hasviolated these Guidelines, the Offerer will be notified in writing of theinvestigation and will be afforded an opportunity to respond to the allegedviolation. Investigations will be completed as soon as practicable so asnot to delay the progress of the Governmental Procurement.

2. If the RIOC Chief Financial Officer should find at the conclusion of theinvestigation that the Offerer knowingly and willfully made a prohibitedContact in violation of these Guidelines, then the Offerer shall bedisqualified as non-responsible, unless RIOC makes a finding that the

award of the Procurement Contract to the Offerer is necessary toprotect public property or public health or safety, and that the Offerer isthe only source capable of supplying the required Article ofProcurement within the necessary time frame. The basis of such afinding must be included in the procurement record of the ProcurementContract.

3. Upon a determination of non-responsibility or debarment due to aviolation of these Guidelines, the RIOC Chief Financial Officer shallnotify the New York State Office of General Services, which shall keepand publish on its website a list of all Offerers who have been

determined to be non-responsible bidders or debarred due to violations ofthe New York State Finance Law 139-j and 139-k.


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Attachment 1

AFFIRMATION OF UNDERSTANDING AND COMPLIANCE

Contract Number Related to Offer: _________________

_________________________________hereby affirms that it has read and understands theRoosevelt Island Operating Corporations (RIOC) Guidelines Regarding Procurement Lobbying(available on www.rioc.ny.gov), and agrees to comply with RIOCs procedures relating topermissible Contacts during a Governmental Procurement. This Affirmation shall be deemed toapply to any subsequent amendments to a procurement submitted by RIOC after the initialaffirmation is received with the initial bid.

Date: _____________, 20__

Name of Offerer_____________________________________

Address: __________________________________________

__________________________________________________Name and Title of Person Signing the Affirmation


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Attachment 2

General Information (Summary)1

All Procurement Contracts2 by the RIOC in excess of $15,000 annually, are subject to NewYork States State Finance Law 139-j and 139-k (Procurement Lobbying Law). Pursuant to theProcurement Lobbying Law, all Contacts during a Governmental Procurement must be made onlywith a designated person or persons. Exceptions to this rule include written questions during thebid/proposal process, communications with regard to protests, contract negotiations and RFPconference participation. Nothing in the Lobbying Law inhibits any rights to make an appeal, protestor complaint under existing administrative or judicial procedures.

Violations of the policy regarding permissible contacts must be reported to RIOCs ChiefFinancial Officer (CFO) and investigated accordingly. The first violation may result in adetermination of non-responsibility and ineligibility for award to the violator and its subsidiaries,affiliates and related entities. The penalty for a second violation within four (4) years is ineligibilityfor bidding/proposing on a procurement and/or ineligibility from being awarded any contract for a

period of four (4) years. RIOC will notify the New York State Office of General Services (OGS) ofany determinations of non-responsibility or debarments due to violations of the ProcurementLobbying Law. Violations found to be knowing and willful must be reported to the CFO and OGS.Moreover, the statutes require the RIOC to obtain certain affirmations and certifications from biddersand proposers. The below disclosure statement contains the forms with which to comply, togetherwith additional information and instructions.

Instructions

New York State Finance Law 139-k(2) obligates the RIOC to obtain specific informationregarding prior non-responsibility determinations. This information must be collected in addition tothe information that is separately obtained pursuant to New York State Finance Law 163(9). Inaccordance with New York State Finance Law 139-k, an Offerer must be asked to disclose whetherthere has been a finding of non-responsibility made within the previous four (4) years by anyGovernmental Entity due to: (a) a violation of New York State Finance Law 139-j or (b) theintentional provision of false or incomplete information to a Governmental Entity.

As part of its responsibility determination, New York State Finance Law 139-k(3) mandatesconsideration of whether an Offerer fails to timely disclose accurate or complete informationregarding the above non-responsibility determination. In accordance with law, no procurement

contract shall be awarded to any Offerer that fails to timely disclose accurate or completeinformation under this section, unless the factual elements of the limited waiver provision can besatisfied on the written record.

1 Please refer to RIOCs Guidelines Regarding Procurement Lobbying (available on www.rioc.ny.gov) foradditional information.2 All terms in bold are as defined in State Finance Law 139-k(1).


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Offerer Disclosure of Prior Non-Responsibility Determinations

Name of Individual or Entity Seeking to Enter into the Procurement Contract:

Address:

Name and Title of Person Submitting this Form:

Contract Procurement Number:

Date:

1. Has any Governmental Entity made a finding of non-responsibility regarding the individual orentity seeking to enter into the procurement contract in the previous four years? (Please circle):

No Yes

2. If yes, was the basis for the finding of non-responsibility due to a violation of State Finance Law139-j? (Please circle):

No Yes

3. Was the basis for the finding of non-responsibility due to the intentional provision of false orincomplete information to a Governmental Entity? (Please circle):

No Yes

4. If yes, please provide details regarding the finding of non-responsibility below.

Governmental Entity: _______________________________________________________________

Date of Finding of Non-Responsibility: _________________________________________________

Basis of Finding of Non-Responsibility: ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

5. Has any Governmental Entity or other governmental agency terminated or withheld a procurementcontract with the above-named individual or entity due to the intentional provision of false orincomplete information? (Please circle):


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No Yes

6. If yes, please provide details below.

Governmental Entity: _______________________________________________________________

Date of Termination or Withholding of Contract: _________________________________________

Basis of Termination or Withholding: _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Offerer certifies that all information provided to the Roosevelt Island Operating Corporation withrespect to State Finance Law 139-k is complete, true and accurate.

By: ___________________________ Date: __________________________Signature

Name: _____________________________

Title: _____________________________


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Attachment 3

Roosevelt Island Operating CorporationRecord of Contact

Under State Finance Law 139-k(4)

Was the person making the Contact informed that the Contact would be documented?

[ ] Yes [ ] No

To: Procurement Record Regarding_________________________________________________________________________________

Procurement Contract Number:_________________________________________________________________________________

From:_________________________________________________________________________________

(Name and title)

Date:________________________________

Subject: Record of Contact under State Finance Law 139-k(4)

I had Contact with the below named individual regarding the above identified procurement.The term Contact is defined in State Finance Law 139-k (1)(c). In accordance with State FinanceLaw 139-k (4), the following information was obtained.

Name:_________________________________________________________________________________

Address:_________________________________________________________________________________

Telephone Number:_________________________________________________________________________________

Place of Principal Employment:_________________________________________________________________________________

Occupation:_________________________________________________________________________________

Is the above named person or organization the Offerer in this governmental procurement? (Pleasecircle)


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No Yes

List date(s) of Contact:__________________________________________________________________________________________________________________________________________________________________

(add additional pages as necessary)

Optional:Summarize the form (e.g., email, letter, conversation) and topic of the communication on each dateof Contact:___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(add additional pages or copies of written communications as necessary)