LEASE OFFER FOR RETAIL SPACE AT 2724 BROADWAY, UNIT 2, NEW YORK, NY, 10025 The New York City Economic Development Corporation ("NYCEDC") is pleased to invite you to submit a response to this offer ("Offer") to lease retail space at 2724 Broadway, New York, NY 10025 for food or retail uses conforming to zoning and applicable regulations. Introduction The retail front store (“Retail Space”) in this Offer is located in a building owned by the City of New York. The building is a 17-story apartment building constructed in 1923 with its entrance at West 104th Street. The Retail Space faces Broadway between West 104th and West 105th Street and is approximately 950 RSF (See Appendix 1 for Unit 2’s floor plan). The Retail Space lease would have a five year initial term with renewal option(s) not to exceed 10 years for the entire term. Selection Criteria The following selection criteria will be used in reviewing submissions and selecting a proposal: • •

readiness of a prospective tenant to enter into a lease; proposed date of the lease, commencement date of the lease, term of the lease and financial return to NYCEDC and the City for the life of the lease; • projected impact on economic development (e.g. number and quality of jobs to be provided); • type of product and/or service to be providedat the location; and • conforming zoning use, the area is zoned C1-5. Award This Offer is open-ended until all the spaces are leased. During this period, NYCEDC will award leases for available space pursuant to this Offer, on a rolling basis and in its sole discretion. Leases will be awarded to parties proposing advantageous terms, financial and/or otherwise, to NYCEDC and the City. NYCEDC expects that the rental prices in the leases will reflect market rates. Each respondent will be subject to a background check which will require submission of a completed and notarized copy of the NYCEDC Internal Background Investigation Questionnaire attached hereto as Appendix 5 and financial information inclusive of the following: (i) certified financial statements for the prior three years and (ii) in the event such certified financials are not available, three years of the principals' personal income tax returns. Pursuant to Local Law 34 of 2007, amending the City's Campaign Finance Law, the City is required to establish a computerized database containing the names of any "person" that has "business dealings with the City" as such terms are defined in the Local Law. In order for the City to obtain necessary information to establish the required database, respondents are required to complete the Doing Business Data Form, attached hereto as Appendix 6. Each respondent must submit a statement (Appendix 7) signed by an authorized principal or officer of the respondent that the respondent has read this Offer and the appendices fully and agrees to the terms and conditions set forth therein. 1

Response Requirements and Submission Instructions This Offer is open-ended, and there is no deadline for submission of responses. Each response must contain a completed Response to Lease Offer form attached hereto as Appendix 3, along with a completed Doing Business Data Form (Appendix 6) in a separate envelope. The response must be submitted to NYCEDC addressed as follows: NYC Economic Development Corporation 110 William Street New York, New York 10038 Attn: Konrad Konik – Asset Management or, by email, to: [email protected] In the interest of expediting the award, respondents may wish to include a completed NYCEDC Internal Background Investigation Questionnaire (Appendix 5) as well as the financial information described above with their responses. Schedule Walk Through Respondents are encouraged to call Konrad Konik at (212) 618-5714 to schedule a walk-through of the space. Proposals will be made available to the public Please be aware that pursuant to the Public Authorities Accountability Act of 2005, all proposals for space will be disclosed to the public on the first business day of the quarter following the disposition of the space, i.e. October 1, 2012, January 3, 2013, April 1, 2013, and July 1, 2013, as applicable, at NYCEDC's offices located at 110 William Street, 6th Floor, New York, NY at 2:00 pm. Miscellaneous This Offer and any transactions resulting therefrom are subject to the conditions, terms and limitations set forth in Appendix 4 and the subsequent lease, as may be amended from time to time ("Lease"). It is the respondent's responsibility to conduct its own due diligence of the premises. Space(s) are offered in "as is" condition. Neither NYCEDC nor the City makes any representation as to the condition of any part of the premises or its suitability for any use. Proposed lessee(s) may need to hire qualified personnel or consultants to support the viability of its particular use. For further information regarding the proposal requirements or the premises, please contact: Konrad Konik, Senior Project Manager NYC Economic Development Corporation 110 William Street New York, New York 10038 Phone: (212) 618-5714 Email: [email protected] 2

APPENDIX 1: Floor Plan – Unit 2

3

APPENDIX 2A: Site Location Map

4

APPENDIX 2B: Land Use Map

5

APPENDIX 2C: Transportation Map

6

APPENDIX 3: Response To Lease Offer Additional pages may be included if necessary.

A:

Respondent information: Company Name:

____________________________________

Address:

____________________________________ ____________________________________ ____________________________________

Telephone

____________________________________

E-Mail:

____________________________________

Employer ID Number: ____________________________________

Principals’ Names/Title/% Ownership: ____________________________________________________________________ Primary Business Activity: ____________________________________________________________________ Description of Business: ____________________________________________________________________ Years of Existence: ____________________________________________________________________ Primary Clients: ____________________________________________________________________ Current Location: ____________________________________________________________________ Projected Expansion or Relocation to 2724 Broadway? Describe Needs: ____________________________________________________________________ ____________________________________________________________________ 7

Number of Employees at the proposed location (full and part time): _______________________________________________________________________________

B: Detail proposed use including but not limited to number of occupants, description of goods sold or services rendered, days and hours of operation, security requirements, proposed work to the premises, etc. (additional pages may be included): ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ C: Proposed rent expressed in dollars per square foot plus escalations (additional pages may be included): _______________________________________________________________________________ D:

Term of Lease including Options: Initial Term:

_________

First Renewal:

_________

E: Broker Information (if applicable): Company: ________________________________ Name of Broker: ___________________________ Address: _________________________________ Telephone: _______________________________ E-mail: __________________________________

[RESPONDENT]

By: _______________________________

This Response to Lease Offer is written in response to the “Lease Offer for Space at 2724 Broadway, New York, NY 10025 which can be found at www.nycedc.com/2724Broadway and is subject to the terms therein. 8

APPENDIX 4: Conditions, Terms and Limitations NYCEDC, in consultation with the City of New York (the “City”), is issuing this Offer. In addition to those stated elsewhere, this Offer and any transaction resulting from this Offer are subject to the conditions, terms and limitations stated below: A. The Retail Space is to be disposed of in as is, where is and with all faults condition and is 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 Offer, the physical condition of the Retail Space, 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 Retail Space, the information contained herein, and all limitations or other arrangements affecting the Retail Space. Neither NYCEDC nor the City will be responsible for any injury or damage arising out of or occurring during any visit to the Retail Space. C. The 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 urban renewal plan, 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 the approval by NYCEDC’s Board of Directors. D. A respondent submitting a proposal in response to this Offer may be rejected if it or, if the respondent 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 NYCEDC will not generally do business or otherwise not be a “qualified person” as defined by the city. Respondent and all officers and principals thereof must complete a background questionnaire and shall be subject to investigation by NYCEDC and the City’s Department of Investigation. Any designation may be revoked in NYCEDC’s sole discretion in the event any derogatory information 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. F. This is a Offer is not a Request for Bids. NYCEDC shall be the sole judge of each response’s conformance with the requirements of this Offer and of the merits of the individual proposals. NYCEDC reserves the right to waive any conditions or modify any provision of this Offer with respect to one or more respondents, to negotiate with one or more of the respondents with respect to all or any portion of the Retail Space, 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 Offer may be withdrawn and the Retail Space may be retained, and re-offered for lease under the same or different terms and conditions or methods. In all cases, NYCEDC 9

shall be the sole judge of the acceptability of the proposals. NYCEDC will enforce the submission deadline stated in the Offer. The timing of the conditional 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. G. In the event NYCEDC shall opt to select and conditionally designate a respondent on the basis of the responses to this Offer, NYCEDC reserves the right, in connection with such selection and designation process, to conduct site visits and/or interviews and/or to request that respondents to this Offer make such presentations and/or demonstrations as NYCEDC deems applicable and appropriate. Although discussions may be conducted with respondents submitting acceptable responses to this Offer, NYCEDC reserves the right to conditionally designate a respondent on the basis of initial responses received pursuant to this Offer without discussions; therefore, each respondent’s initial response should contain its best programmatic, technical and lease terms. It is expected that, under such a scenario, NYCEDC shall rank respondents in accordance with the selection criteria herein, and then consider lease terms, including, for example, rental rates, by negotiating fair and reasonable terms with the highest ranked respondent(s). In the event that NYCEDC has chosen to negotiate a fair and reasonable rental rate with the top-ranked respondent, but such term is not successfully negotiated, NYCEDC may conclude such negotiations, and enter into negotiations with the next ranked respondent(s), as it may deem appropriate. Rent and other financial terms proposed by a respondent shall be irrevocable until contract award, if any, unless the respondent’s response is withdrawn. This shall not limit the discretion of NYCEDC to request respondents to revise proposed financial terms through the submission of best and final offers and/or the conduct of negotiations. H. All terms in this Offer related to the permitted use and bulk of the Retail Space shall be as defined in the New York City Zoning Resolution and any applicable Urban Renewal Plan, design guidelines, or similar development limitations and controls. Where any conflict arises in such terms, the most restrictive shall prevail. I. This transaction will be structured as a “net” deal to NYCEDC, with the 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. 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 of Small Business Services (“SBS”) as being women-owned or minorityowned. Information about NYC SBS M/WBE Certification process can be found at www.nyc.gov/getcertified. J.

K. All proposals and other materials submitted to NYCEDC in response to this Offer may be disclosed in accordance with the standards specified in the Freedom of Information Law, Article 6 of the Public Officers 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/or which, if disclosed, would substantially harm such entity’s competitive position. This characterization shall not be 10

determinative, but will be considered by NYCEDC when evaluating the applicability of any exemptions in response to a FOIL request. L. In furtherance of NYCEDC’s mission of economic development, the disposition of the Retail Space will be subject to NYCEDC’s standard provisions for similar transactions. The lease agreement with the respondent may contain development and/or maintenance obligations as well as restrictions on use and assignment of the Retail Space. Failure to comply with these restrictions may result in a right by NYCEDC or the City to re-enter and re-acquire the Retail Space for no consideration and/or terminate the lease without penalty. M. Upon submission of a proposal to this Offer, respondents, and their representatives and agents, shall treat their proposals and all information obtained from NYCEDC or the City in connection with this Offer (the “Confidential Information”) confidentially, 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 Offer and the Confidential Information, without further comment, to NYCEDC. .

11

APPENDIX 5: NYCEDC Internal Background Investigation Questionnaire

12

APPENDIX 6: Local Law 34 – Doing Business Data Form

APPENDIX 7: Statement of Agreement

SAMPLE (On company letterhead) Date: New York City Economic Development Corporation 110 William Street, 4th Floor New York, NY 10038 Attn: Maryann Catalano, Vice President, Contracts Dear Ms. Catalano: This letter hereby certifies that [respondent] has read the LEASE OFFER FOR RETAIL SPACE AT 2724 BROADWAY and the appendices fully and agrees to the terms and conditions set forth in the Offer and the appendices. Sincerely,

Respondent Respondent Title [must be authorized principle or officer of the respondent]