Retail Space

Roosevelt Island, NY

I. Description: On behalf of the Roosevelt Island Operating Corporation of the State of New
York (“RIOC”), Jones Lang LaSalle (“JLL”) is seeking to leverage the expertise
of the real estate industry to improve the community retail and services offered on
Roosevelt Island (“RI”) through this request for proposals (“RFP”) from qualified
investors and operators (“Investors” or “Proposers”) for the acquisition and
management (the “Disposition”) of some or all of the retail and office space in the
following six (6) buildings (the “Buildings”) located on Main Street, the primary
north/south thoroughfare and the central retail corridor on RI (the “Retail
Space”):

Retail Unit # & Above Grade, Vacant or Comments

Building Name Approximate Space w/o
Square Feet Long-term
(“SF”) leases
Available Space
1) Rivercross 6,630 SF 2,898 SF Base of 365 unit residential
building
2) 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 residential
building
4) Westview 13,242 SF 1,546 SF Base of 361 unit residential
building
5) Motorgate 35,300 SF 0 SF 35,300 SF of Retail space
located on the ground floor
of the parking garage and
448 SF of Commercial
Space on the 2nd floor
escalator landing (expansion
possible with potential reuse
of Atrium space)
6) Former School 10,740 SF 10,740 SF Separate 2-story building;
Building building may be expanded
or redeveloped 2
7) Day Spring 4,810 SF 0 SF Separate church building
Church Building
Total SF 98,527 SF 20,431 SF 20.7% Vacancy
14,829 SF Tenants with Month to
Month leases or occupants
with no lease 1
Total SF Vacant 35,260 SF
or Without Long
Term Leases
See Exhibit A for details of space and area by Retail Unit. Buildings 1, 2 3 and 4
above 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. Additionally
RIOC 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 an
interest in relocating and expanding into a floor in this building.

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 RI’s Retail Space supports an existing community of more than 15,000 residents
in over 3,500 housing units plus workers and visitors. With current development
that is underway, the housing stock will increase to 5,500 units, supporting a
community of approximately 18,000 residents. Main Street’s Retail Space has
been viewed as historically underperforming its potential.

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

(i) furthers RIOC’s objective of maximizing the long-term aggregate revenues

RIOC receives from the Retail Space while
(ii) making available to RI’s residents, workers and visitors an improved and
appropriate 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 the
transaction(s)

While the importance of maximizing RIOC’s revenues should not be understated,

RIOC is seeking to encourage creativity and commitment on the part of the
Investor(s) with this broader Goal of maximizing Best Value.

There are approximately 30 existing stores in the Retail Space. Each Building’s
Retail Space is identified by number as listed and identified by unit number in the
above table (“Retail Unit”). Retail Units 1 through 4 are located in residential
buildings originally developed under the Mitchell-Lama program that are on
ground leases with RIOC. RIOC administers properties on RI under a master
lease with the City of New York (“the City”) that expires December 23, 2068 (the
“Master Lease”). Eastwood’s ground lease was recently extended to December
22, 2068. Rivercross’, Island House’s and Westview’s ground leases are in
negotiations to be extended to be coterminous with Eastwood. It is expected that
these extensions will be subject to each Building maintaining an ‘affordable
housing” plan approved by various government agencies.

Proposers are invited to submit proposals for the acquisition of the Retail Space in
accordance with the terms and conditions of this RFP. Proposers may submit
proposals for all of the Retail Space or one or more entire Retail Units. The
successful Proposer(s) will become the/a formal designated Investor(s) (the/a
“Designated 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) (for
the Retail Space (“Disposition Agreement(s)”) with one or more proposer (the
“Investor(s)”) selected by RIOC at RIOC’s sole discretion.

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

III. Submission Date RFPs are to be received in a sealed envelope by JLL no later than 5:00 PM
& Place: Eastern Standard Time on Wednesday October 13, 2010 (“Proposal
Submission Date”) addressed to:
Jones Lang LaSalle
601 Lexington Avenue
33rd Floor
New York, NY 10022

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 Attn: Roosevelt Island Retail
A 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 Proposer’s 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
JLL’s 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 Agreement”
Exhibit B), addenda to the RFP, if any, and other general and/or public
information 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 certified
mail as per Section V of this RFP.

All communications and inquiries concerning this RFP are to be directed in

written form by, email, fax, or certified mail to:
Email: RIinfo@am.jll.com
Fax: 312-601-1547
Certified Mail : Jones Lang LaSalle
601 Lexington Avenue
33rd Floor
New York, NY 10022
Attn: Roosevelt Island Retail

Requests for clarification concerning this RFP should be made by email only to
JLL 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 or
advisors are authorized to give interpretations of this RFP or additional
information regarding the requirements of this RFP directly or indirectly to
individual Proposers or their representatives. Interpretations or additional
information with respect to this RFP, if provided, will be publicly communicated
from JLL to all Registered Proposers by email or written addenda, and posted on
the RI RFP Website, and shall be considered part of the RFP. Direct or indirect
contact by a Proposer or any third-party person or entity representing a
Proposer or a Proposer’s interest, retained directly or indirectly by a
Proposer, 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 upon
request and be scheduled subject to reasonable notice. A pre-submission
conference 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 the
pre-submission conference. All will be notified in advance about the date, time
and place of the conference by email.

All Registered Proposers will be provided with supplemental information via a

secured 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, registration
will enable RIOC to email updates, notices and other additional information about
this RFP to all Registered Proposers. As part of the registration process,
Proposers will identify their designated point of contact (“Proposer’s Authorized
Point of Comtact”) and be required to enter into a confidentiality and non-
disclosure agreement to protect unapproved disclosure of certain confidential and
safety/security sensitive information that will be available only to Registered
Proposers.

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 electronic
communication with a governmental entity under circumstances where a
reasonable person would infer that the communication was intended to influence
the governmental disposition or procurement) during the period commencing
upon the date of the release of this RFP and ending upon the last action taken by
RIOC to dispose of the Retail Space or any portion thereof (the “Restricted
Period”) shall be made solely to the Designated Point of Contact. During the
Restricted Period, no Contact, other than the Permitted Contacts described below
and contacts with the Designated Point of Contact, Proposers or their
representatives should not contact any employees, officers, directors, board
members, consultants or any representatives of RIOC or any other governmental
entity 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 exceptions

to the foregoing limitation on communication (“Permitted Contacts”). The
following 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 the

Designated Point of Contact to respond in a timely manner to communications
from an authorized representative of the Proposer, provided such complaints are
made in writing to the JLL with a copy to the CFO of RIOC. Such written
complaints will become a part of the transaction record.

3. Oral Presentations and Discussions with Proposers: JLL scheduled

presentations by a Proposer to RIOC, the Evaluation Committee or the Board of
RIOC describing its proposals and/or scheduled discussion by RIOC with
Proposers.

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 Proposer’s

request 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, appeals
or other review proceedings (including the apparent successful Proposer and their
representatives) before RIOC seeking a final administrative determination, or in a
subsequent judicial proceeding; or (b) complaints of alleged improper conduct in
this RFP process.

V. Current With the exception of Unit 6, the Units comprising the Retail Space have been
Conditions: controlled by RIOC or its predecessor agency, the Urban Development
Corporation (“UDC”) since the early 1970’s when UDC exercised its option to
sublease the Commercial Space back from the WIRE Buildings. Under the
Master Lease, the Ground Rent for all Commercial Space is $0.60 per SF
(“Commercial Space Ground Rent”). Under the sublease agreements with
Westview, Rivercross and Eastwood the UDC was obligated to pay the
Commercial Space Ground Rent and a basic rent of $2.40 per SF. Island House
was a total payment of $3.00 per SF. These obligations continue for the
Commercial Space in Westview and Island House. The current payments for the
Commercial Space in Eastwood is limited to the space’s proportionate share of
the building’s TEPC, as defined in Section VII. Proposers should take this into
account in the Financial Terms of their proposal No such payments are due to
Rivercross. .

The Retail Space’s current vacancy rate is approximately 20.7%. The Retail
Space totals 98,527 SF above-grade of which 78,096 SF are occupied and 20,431
SF are vacant. There are 14,829 SF occupied without long term leases of which
4,812 SF are under month-to month leases, 6,241 SF are occupied by existing
non- profit entities (excluding Day Spring Church) and 3,776 SF are occupied by
RIOC. Recent proposals have been received with rents ranging from the mid to
high teens to the mid $30’s, subject to use and space characteristics. The Retail
Space’s annual net operating income (“RIOC’s Retail NOI”) for the period
ending 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 the
following: i) RIOC is considering relocating and expanding the RI New York
Public Library branch (the “Library”) to the ground floor of Unit 6 and ii) if
feasible, incorporating a process for providing some space for some non-profit
use 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 a
market with high demand for community-based retail and services. It is
anticipated that the Investor(s) will have the resources and creativity necessary to
improve the vibrancy and appearance of the Main Street retail corridor and have
the management skills to maintain and enforce high quality design and operating
standards of its subtenants.

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

Development on Roosevelt Island is governed by, inter alia, the 99 year Master
Lease dated December 23, 1969 between the City of New York, as lessor, and
RIOC as successor in interest to the Urban Development Corporation, as lessee ,
the General Development Plan for Roosevelt Island, attached thereto (see Section
XVIII 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 other
federal, state or local regulations which may be applicable.

Under the Zoning Resolution of the City of New York (“Zoning Resolution”), all
of Roosevelt Island is zoned R7-2. RIOC intends to make the Retail Space subject
to Zoning Resolution standards, including permitted uses, applicable to an R7-2
district. Retail Unit #6 may be eligible for expansion and redevelopment subject
to plans to be approved by RIOC and Proposers should note the above reference
concerning 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 Bidding Please follow the following RFP guidelines:

Guidelines:
• Each proposer should be a Registered Proposer

• RFP 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 a
cashier’s check made payable to RIOC. The Administrative Fee will be
retained by RIOC and the Investor(s) will not be entitled to any credit against
the Acquistion Payment as defined below or any other economic terms in
connection with the Retail Space. Acceptance of this Administrative Fee by
RIOC does not create any obligations on the part of RIOC to the proposer or
entitle the proposer to any rights with respect to the Retail Space, or any other
property controlled by RIOC or the State and City of New York. The
Administrative Fee is waived for and Proposer to this RFP that was a registered
proposer Retail Package Request for Initial Proposal that RIOC solicited in
2005.

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

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

B) Proposer’s Plans- Information on the proposer’s plans and schedule for

improving 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 the
proposed 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 determine
the amount and timing of such payment(s). The Acquisition Payment should
also 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 are
addressed separately below. The proposer may also propose other pricing
alternatives.

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

3) Tax Equivalent for Commercial Space (“TEPC”)- Under its Master Lease
with the City, all Commercial Space is subject to real estate tax equivalency
payments (“TEP”) to be assessed, determined and paid by the Investor(s) in
the same manner as “like property” in the City. The Retail Space is defined
as Commercial Space and is therefore subject to TEP and is defined in this
RFP as TEPC. The Investor(s) will be required to make such TEPC
payments.

Proposers must identify and include in the required 30-year cash flow
projections (a) the timing and amount of TEPC payments that they would
anticipate being due in their RFP proposal and (b) subject to the property
qualifying, any real property tax abatements, real property tax exemptions, or
other real property tax related matters consistent with those available in
comparable locations in the City of New York for comparable property
which would change the timing or reduce the amount of such TEPC
payments to RIOC. Proposers should include an explanation of the
assumptions 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, and
the Investor(s) must pay annually as TEPC the greater of the amount it has
estimated or the actual amount of TEPC assessed.

4) PILOMRT- In the event that the transaction is entitled to an abatement or

exemption of any mortgage recording tax (“MRT”) due to RIOC’s status, the
Investor(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 or

exemption of any sales and compensating use taxes on the materials
incorporated therein during construction due to RIOC’s status, beginning on
the 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 sales
and use tax (“PILOST”) to RIOC in accordance with the Transaction
Agreement. Proposers must identify the amount of PILOST payable to
RIOC, as the greater of a percentage of total PILOST due or a fixed amount
per SF.

6) Preliminary Cash Flow Projection – Proposers are required to submit a 30-

year preliminary cash flow analysis. This pro forma analysis must include
information and assumptions on redevelopment and construction costs, the
cost 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 the
redevelopment of the Retail Space over the proposed term of the Disposition
Agreement.

7) Preliminary Financing - Proposers are required to submit a preliminary

financing plan satisfactory to RIOC as part of their response to this RFP. This
preliminary financing plan should include the following:

a. An estimate of total transaction costs and a general cost breakdown

b. The amount of the proposer’s equity contribution and other sources

of equity, if any

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

assumptions

d. The proposed source and terms of financing

e. The proposed redevelopment schedule.

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

VIII. Financial Under no circumstances shall RIOC be liable for any of the costs of any Proposer
Responsibility: or the Designated Investor(s) in connection with preparing a proposal in response
to this RFP, negotiating with RIOC or otherwise participating in this RFP
process.

If selected by RIOC, the successful Proposer(s) will become the Designated

Investor(s) for all or a portion of the Retail Space. RIOC will deliver a
designation letter to the selected Designated Investor(s) (“Designation Letter(s)”).
Within ten (10) days following designation, the Designated Investor(s) shall be
required to enter into a formal Memorandum of Agreement (an “MOA”) with
RIOC that will memorialize the principal terms of the agreement between the
parties. Under the MOA, the Designated Investor(s) shall be required to pay by
wire transfer of immediately available funds to RIOC twenty-five thousand
dollars ($25,000) (“Expenses Fund”). The Expenses Fund will be used to cover
costs associated with RFP marketing and evaluation, the cost of any third-party
due diligence materials provided by RIOC for the RFP, the cost of negotiating the
Disposition Agreement, including RIOC’s legal expenses, and other reasonable
closing expenses. RIOC shall have the right to withdraw amounts from the
Expenses Fund necessary to reimburse RIOC for Post-Designation Expenses. At
any 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 the
expenses shall be refunded to the Designated Investor(s). In the event the
Designated Investor is such for a portion of the Retail Space, such Expenses Fund
amount shall be reasonably prorated in a manner determined by RIOC in its sole
judgment.

Following the execution and delivery of an MOA, RIOC and the Designated
Investor(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 Disposition
Agreement is not executed and delivered within such time frame, RIOC, in
addition to any other remedies available to it, shall have the sole and exclusive
right to terminate the MOA, to discontinue all further negotiations with the
Designated Investor(s) and to commence negotiations with other parties as to the
disposition of the Retail Space.

Upon execution and delivery of a Disposition Agreement, the Designated

Investor(s) will be required to pay by wire transfer of immediately available funds
an amount equal to at least ten percent (10%) of the present value of the
transaction consideration as a deposit and security for the performance by the
Designated Investor(s) of its covenants, agreements and obligations under the
Disposition Agreement. Such deposited amount shall be deemed earned by RIOC
as 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 be

solely responsible for the following financial obligations, in addition to other
obligations 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 and
expenses: (i) to the extent applicable, New York City and New York State real
property transfer and conveyance taxes; (ii) New York City Commercial Rent
Tax; (iii) recordation fees with respect to any recordable instruments
contemplated by the documents which shall govern the transaction for the Retail
Space and (iv) the cost of any surveys desired by the Investor(s).

a. The Designated Investor(s) will not be responsible for any pre-designation

costs and expenses incurred by RIOC except as set forth above.

IX. Utilities & RIOC will require the Investor(s) to provide and/or expand, at its sole cost, any
Infrastructure: needed infrastructure to support the proposed transaction.

X. Permits & The Investor(s) will be required, at its sole cost and expense, to comply with all
Approvals: applicable federal, state and local laws and regulations, and to obtain from all
appropriate government authorities all construction and ancillary approvals
needed for the redevelopment or operation of the Retail Space, including but not
limited to, all required building permits and approvals.

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

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

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XII. RFP Prerequisites &
Selection Criteria:
In order to determine Best Value when evaluating RFP responses, RIOC will
utilize the following Selection Criteria and weightings that, in its sole and
absolute discretion are in the best interests of RIOC:
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RIOC has the following Prerequisites for the RFP:
1. Demonstrated commitment and capacity of the proposer to meet its
Expenses & Security obligations, financial plan and proposed project
schedule.
2. The proposer's financial qualifications (including its proven ability to
obtain financing for projects of similar size, experience with institutional
lenders and evidence of the willingness of such lenders to finance the
proposed transaction), and the amount of equity or personal risk the
proposer intends to contribute or assume for the project.
3. The commitment of the proposer to incorporate ”green” principles
into the Retail Space by using financially feasible and technologically
sound sustainable design strategies to conserve energy and otherwise
minimize 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 minority
or woman owned enterprise (“MWBE”) participation. Such factors as
the extent of the MWBE’s ownership interest and decision-making role
in a transaction and active participation in the day-to-day management of
the Retail Space will be among the factors considered.
6. The proposer’s previous record in achieving affirmative action goals
in the construction (if proposed), operation and management of other
projects.
7. The proposer's and its principals’ good moral character and freedom
from any criminal conduct involving moral turpitude or other violations
of law. The Investor(s) selected by RIOC is expected to adhere to
standards of business conduct justifying the confidence of RIOC’s
obligations under the Disposition Aagreement.
1. The total economic value and financial return to RIOC, which is
defined as the present value of the risk adjusted economic value of the
sum of: (i) upfront and future payments, (ii) the value of any in-kind
considerations received by RIOC and (iii) the value of any other
economic benefits received by RIOC. Any such in-kind consideration
and 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 proposer’s plans to improve the Retail Space or Retail Units
including, but not limited to, marketing, design, operations, tenant mix
and selection processes, approach to providing some space for non-
profits, management, maintenance and renovation, including improving
the Retail Spaces’ or the Retail Units’ relationship with its immediate
Page 10 of 28
 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 the
proposer intends to have work on the proposed project) in the re-
development, management, marketing and leasing of projects that are
similar in scale and complexity to that proposed under the RFP. (25%)

XIII. RFP Selection RIOC will establish a real estate evaluation committee that will review all RFPs.
Process: The evaluation committee will present such evaluations to RIOC’s Board of
Directors (the “Board”) for action and selection of the best proposer(s).

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

All determinations as to the completeness or compliance of any Proposal, or as to

the eligibility or qualification of any Proposer, will be within the sole and
absolute discretion of RIOC. RIOC may at any time exclude those proposals that,
in the sole and absolute discretion of RIOC, fail to demonstrate the necessary
qualifications or which fail to comply with the requirements of this RFP. RIOC is
under no obligation to make an award or awards and reserves the right, in its sole
discretion, to reject at any time any or all proposals, to withdraw the RFP without
notice and to use the proposals as a basis for negotiation and to negotiate with one
or more proposers.

RIOC reserves the right to negotiate any and all terms of any transaction with the
Designated Investor(s). If such negotiations cannot be concluded successfully
with the Designated Investor(s), RIOC may choose to negotiate with other
Proposers, terminate the selection process or begin a new selection process.

XIV. Ownership & RIOC shall be entitled to retain and use, without compensation to any party
Use of Idea responding to this RFP, any information submitted, including but not limited to
Submissions: any concept, element or idea (including financial ownership structures or
schemes) disclosed in or evident from the foregoing or which may be revealed
during any meetings or interviews with proposers.

XV. Conclusion of It is estimated that review of the initial proposals will be concluded within 120
RFP Review: days after the Proposal Submission Date of the RFP proposals and any additional
information requested by RIOC.

XVI. Brokers: Other than to JLL, no brokerage fees, finders' fees, commissions or other
compensation will be payable by RIOC in connection with the selection of the
Investor(s) or the Dispostion of the Retail Space. Submission of a RFP proposal
by a proposer in response to this RFP will constitute an undertaking by such
proposer to hold harmless and indemnify RIOC, the New York State Division of
Housing and Community Renewal, the Urban Development Corporation currently
d/b/a the Empire State Development Corporation, the State of New York and the
City of New York and their directors, officers, employees and

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 representatives/advisors from and against any and all expenses, damage or
liability (including, without limitation, attorney's fees and disbursements) arising
out of any claim for such fees, commissions or other compensation made in
connection 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 by
the New York State Legislature in 1984 to manage, develop and operate the 147
acre Roosevelt Island, located in New York City’s East River, in the borough of
Manhattan. RIOC has promoted the development of a mixed-use, residential and
commercial community that is home to more than 18,000 residents. RI has six
historic landmarks, several parks, sports facilities, an aerial tramway, playgrounds
and a waterfront promenade. RIOC continues to develop and maintain utilities,
public promenades and commercial opportunities on the island to support private
development. Roosevelt Island is under the political jurisdiction of Manhattan,
but it receives its police, sanitation and fire services from Queens. The State of
New York holds a 99-year master lease (“Master Lease”) of the Island which will
expire in 2068; ownership will then revert to the City of New York.

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

RIOC’s Board is composed of nine members, including the Commissioner of the

New York State Division of Housing and Community Development (“DHCR”),
who serves as chairman and chief executive officer, the New York State Director
of the Budget and seven public members appointed by the Governor of the State
of New York.

XVIII. Proposers Public access to material submitted by proposers in response to this RFP and
Information & Contact subsequent RFP shall be governed by the relevant provisions of the Freedom of
Disclosure: Information Law, which constitutes Article 6 of the New York State Public
Officers Law ("FOIL"), and regulations adopted pursuant thereto. If any proposer
submits information that it believes to be a trade secret or otherwise exempt from
disclosure under FOIL, it must specifically identify such information and state in
writing the reasons why the information should be exempt from disclosure.

New York State Finance Law §§139-j and 139-k (see attached “Roosevelt Island
Form 1”) imposes disclosure and record keeping requirements on RIOC and
prospective contractors with regard to their contacts and all proposers must
comply with these requirements. In particular, proposers must provide certain
information with respect to any persons and organizations retained, employed or
designated by or on behalf of the proposer to influence RIOC’s selection of the
RFP proposers and the Investor(s), and, the RFP proposers and the Investor(s)
will be required to update such information throughout the selection process. In
the event RIOC becomes aware of any material misrepresentation in the
information supplied by a proposer, RIOC shall have the right to reject at any
time the proposal of the proposer, to refuse to negotiate or continue negotiations
with the proposer and to take any other action, including retaining any deposits,
Expense Fund or Security payments made by the proposer, as shall be deemed
appropriate by RIOC in its sole discretion.

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 RIOC reserves the right to request, at any time in the selection process, such
additional information or materials as it may deem useful or appropriate to
evaluate each proposer's qualifications and past experience. Submission of a RFP
proposal shall constitute the proposer's permission to RIOC to make such
inquiries concerning the proposer and members of the proposer’s team, as RIOC,
in its sole discretion, deems useful or appropriate.

XIX. Representations RIOC and JLL make no representations or warranties, including without
or Warranties: limitation representations or warranties as to the accuracy of any information or
assumptions contained in this RFP or otherwise furnished to proposers by RIOC
or JLL; the use or progress of development of any site or any other portion of
Roosevelt Island; site conditions or the suitability of the Retail Space for any
specific use or development; and tax assessments that may be made by the City
of New York, tax rates that may be established by the City of New York, or the
amount 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 any
portion 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 the
foregoing, shall incur any obligation or liability on account of any submission
made 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 a
transaction has been fully negotiated and a written agreement incorporating such
terms and conditions has been fully executed and unconditionally delivered by all
the parties thereto and all necessary consents and approvals have been obtained
including, without limitation, approval of such written agreement by the RIOC
Board 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 25,172
694 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 2,194
544 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 808 808
513 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%

14
 Exhibit B:
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
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
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 




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





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 



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 

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 

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 

15






 



 








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

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
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      
      
      
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
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
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      
      
     
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16
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 issued
pursuant 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 forth
below, the Guidelines apply to Roosevelt Island Operating Corporation (“RIOC”) procurement
contracts, and limit communications between Offerers1 and RIOC during the Restricted Period of a
Governmental Procurement. During the Restricted Period, Offerers may only communicate with
the 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 an
acquisition or granting of an interest in real property that is the subject
of a Governmental Procurement.

Contact Any oral, written or electronic communication with RIOC staff or its
consultants about a Governmental Procurement under
circumstances where a reasonable person would infer that the
communication was intended to influence the Governmental
Entity’s conduct or decision regarding the Governmental
Procurement.

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

Governmental Procurement (i) the public announcement, public notice, or public communication
to any potential vendor of a determination of need for a procurement,
which shall include, but not be limited to, the public notification of
the specifications, bid documents, requests for proposals, or
evaluation criteria for a procurement contract, (ii) solicitation for a
Procurement Contract, (iii) evaluation of a Procurement Contract,
(iv) award, approval, denial or disapproval of a Procurement
Contract, or (v) approval or denial of an assignment, amendment
(other than amendments that are authorized and payable under the
terms of the Procurement Contract as it was finally awarded or

1
Hereinafter, defined terms are in bold.

17
 approved by the Office of the State Comptroller, as applicable),
renewal or extension of a Procurement Contract, or any other
material change in the Procurement Contract resulting in a financial
benefit to the Offerer.

Offerer The individual or entity, or any employee agent or consultant or

person acting on behalf of such individual or entity, that contacts
RIOC about a Governmental Procurement during the Restricted
Period of such Governmental Procurement whether or not the
caller has a financial interest in the outcome of the procurement;
provided, however, that a governmental agency or its employees that
communicate with RIOC regarding a Governmental Procurement in
the 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 than
amendments, extensions, renewals, or change orders that are
authorized and payable under the terms of the contract as it was
finally awarded or approved by the Office of the State Comptroller, as
applicable) for an Article of Procurement involving an estimated
annualized expenditure in excess of $15,000. However, grants, State
Finance Law Article XI–B contracts, intergovernmental agreements,
railroad and utility force accounts, utility relocation project
agreements or orders, contracts governing organ transplants, contracts
allowing for state participation in trade shows, and eminent domain
transactions shall not be deemed Procurement Contracts.

Restricted Period
The period of time commencing with the earliest date of written
notice, advertisement or solicitation of a request for proposal,
invitation for bids, or solicitation of proposals, or any other method
for soliciting a response from Offerers intending to result in a
Procurement Contract with RIOC and ending with the final contract
award and approval by RIOC, and where applicable, the Office of the
State Comptroller.

III. EXEMPTIONS

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

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

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

18
 for proposals, or invitation for bids, or any other method for soliciting a response from
Offerers intending to result in a Procurement Contract;

(3) participation in a demonstration, conference or other means for exchange of information in a

setting 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 a
Procurement Contract;

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

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

(6) Contacts between designated RIOC staff and an Offerer to request the review of a
Procurement 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 a
final administrative determination, or in a subsequent judicial proceeding; or (b) complaints of
alleged improper conduct in a governmental procurement to the attorney general, inspector
general, district attorney, or court of competent jurisdiction; or (c) protests, appeals or
complaints to the State Comptroller's office during the process of contract approval, where the
State Comptroller's approval is required, provided that the State Comptroller shall make a
record of such communication and any response thereto which shall be entered into the
procurement record;

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

(9) any communications relating to a Governmental Procurement made under §162 of the State
Finance Law undertaken by (I) the non-profit-making agencies appointed pursuant to paragraph
E of subdivision 6 of §162 of the State Finance Law by the Commissioner of the Office of
Children and Family Services, the Commissioner for the Blind and Visually Handicapped, or
the Commissioner of Education, and (II) the qualified charitable non-profit-making agencies
for the blind and/or other severely disabled persons as identified in subdivision 2 of §162 of the
State 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, requests
for proposals, invitations for bids, or solicitations of proposals, or any other method for
soliciting a response from Offerers intending to result in a Procurement Contract with a
Governmental Entity shall not be exempt from the provisions of these Guidelines;

(10) any communication about a Governmental Procurement being conducted by a

Governmental Entity other than the New York State Legislature received by RIOC from
members of the New York State Legislature or the Legislative Staff, when acting in their
official capacity, shall not be considered a Contact for the purpose of these Guidelines.

19
IV. VIOLATION

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

Attempts by an Offerer to influence a Governmental Procurement in a manner that would

result in a violation of the Public Officers Law or any other applicable ethics code shall also be a
violation 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 is
imposed, RIOC will designate a person or persons, who are knowledgeable about
the procurement, to receive communications from Offerers concerning the
Governmental Procurement.
2. RIOC will incorporate a summary of the policy governing lobbying during a
Governmental Procurement in its documents relating to the Procurement
Contract and provide a copy of the policy and prohibitions regarding permissible
communications to Offerers.
3. RIOC shall seek written affirmation from all Offerers indicating that they
understand and agree to comply with these Guidelines (Attachment 1). Such a
written affirmation by an Offerer shall be deemed to apply to any amendments to
a 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 responsibility

determination with respect to the Offerer to be recommended for the award of
the contract based upon, among other things, the information supplied by that
Offerer, using the Offerer Disclosure of Prior Non-Responsibility
Determinations Form (Attachment 2), whether it has been found non-responsible
within the last four years by any Governmental Entity for: (1) failure to comply
with State Finance Law § 139-j, or (2) the intentional provision of false or
incomplete information. This disclosure must be certified by the Offerer and
must affirmatively state that the information supplied by the Offerer to RIOC is
complete, true and accurate.

2. Any determination of non-responsibility due to violation of the Procurement

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

20
 Procurement Contract for a period of four years from the date of the second
final determination.
3. The Procurement Contract must include a provision allowing RIOC to
terminate 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. RIOC
can award a contract to the Offerer despite the past findings of non-responsibility
if it determines that the award of the Procurement Contract to the Offerer is
necessary to protect public property or public health or safety, and that the
Offerer is the only source capable of supplying the required Article of
Procurement within the necessary time frame. The basis of such a finding must
be included in the procurement record of the Governmental Procurement.

C. Recording Contacts

1. All members, officers and employees of RIOC must record any Contact from
any person or entity. Contacts may be initiated by parties with an interest in the
procurement that are not necessarily connected directly to the Offerer. Contacts
may come in the form of telephone conversations, correspondence, electronic
mail and person-to-person discussions. The Record of Contact Form (Attachment
3) should be used to record all Contacts. The form shall be made available from
the RIOC Finance Department.

2. Examples of Contacts 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) to
discuss the Offerer’s cost, competitiveness or its suitability to be selected
for a contract.
b. A court reporter, expert witness or any other vendor offers a RIOC
employee a gift of any monetary value during the Restricted Period.

3. Examples of permissible communications which may be directed to persons other

than those designated by RIOC to receive communications from Offerers
concerning the Governmental Procurement include:

a. Inquiries as to the status of the procurement process;

b. Requests to be included on RIOC’s 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 during
the allowable time period of a competitive procurement;
g. Complaints about the procurement process or outcome;
h. Participation in an Offerer’s 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

21
 k. Debriefing of an Offerer after a contract award has been made.

None of the above communications require the preparation of a Record of

Contact unless such communication constitutes an attempt to influence the
Governmental Procurement.

4. If a RIOC employee is in doubt about whether a communication was intended to

influence the Governmental Procurement, he or she should record the
communication on the Record of Contact Form and submit it to RIOC’s Chief
Financial Officer for further investigation.

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

D. Investigation of Contacts/Penalties for Violations

1. All reported Contacts will be immediately investigated by the RIOC

Chief Financial Officer, or his or her designee. If the RIOC Chief
Financial Officer finds sufficient cause to believe that an Offerer has
violated these Guidelines, the Offerer will be notified in writing of the
investigation and will be afforded an opportunity to respond to the alleged
violation. Investigations will be completed as soon as practicable so as
not to delay the progress of the Governmental Procurement.

2. If the RIOC Chief Financial Officer should find at the conclusion of the
investigation that the Offerer knowingly and willfully made a prohibited
Contact in violation of these Guidelines, then the Offerer shall be
disqualified as non-responsible, unless RIOC makes a finding that the
award of the Procurement Contract to the Offerer is necessary to
protect public property or public health or safety, and that the Offerer is
the only source capable of supplying the required Article of
Procurement within the necessary time frame. The basis of such a
finding must be included in the procurement record of the Procurement
Contract.

3. Upon a determination of non-responsibility or debarment due to a

violation of these Guidelines, the RIOC Chief Financial Officer shall
notify the New York State Office of General Services, which shall keep
and publish on its website a list of all Offerers who have been
determined to be non-responsible bidders or debarred due to violations of
the New York State Finance Law §§ 139-j and 139-k.

22
 Attachment 1

AFFIRMATION OF UNDERSTANDING AND COMPLIANCE

Contract Number Related to Offer: _________________

_________________________________hereby affirms that it has read and understands the

Roosevelt Island Operating Corporation’s (“RIOC”) Guidelines Regarding Procurement Lobbying
(available on www.rioc.ny.gov), and agrees to comply with RIOC’s procedures relating to
permissible Contacts during a Governmental Procurement. This Affirmation shall be deemed to
apply to any subsequent amendments to a procurement submitted by RIOC after the initial
affirmation is received with the initial bid.

Date: _____________, 20__

Name of Offerer_____________________________________

Address: __________________________________________

__________________________________________________
Name and Title of Person Signing the Affirmation

1
 Attachment 2

General Information (Summary)1

All Procurement Contracts2 by the RIOC in excess of $15,000 annually, are subject to New
York State’s State Finance Law §§139-j and 139-k (“Procurement Lobbying Law”). Pursuant to the
Procurement Lobbying Law, all Contacts during a Governmental Procurement must be made only
with a designated person or persons. Exceptions to this rule include written questions during the
bid/proposal process, communications with regard to protests, contract negotiations and RFP
conference participation. Nothing in the Lobbying Law inhibits any rights to make an appeal, protest
or complaint under existing administrative or judicial procedures.

Violations of the policy regarding permissible contacts must be reported to RIOC’s Chief
Financial Officer (“CFO”) and investigated accordingly. The first violation may result in a
determination 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 ineligibility
for 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”) of
any determinations of non-responsibility or debarments due to violations of the Procurement
Lobbying 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 bidders
and proposers. The below disclosure statement contains the forms with which to comply, together
with additional information and instructions.

Instructions

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

As part of its responsibility determination, New York State Finance Law §139-k(3) mandates
consideration of whether an Offerer fails to timely disclose accurate or complete information
regarding 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 complete
information under this section, unless the factual elements of the limited waiver provision can be
satisfied on the written record.

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

1
 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 or
entity 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 Law
§139-j? (Please circle):

No Yes

3. Was the basis for the finding of non-responsibility due to the intentional provision of false or
incomplete 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 procurement
contract with the above-named individual or entity due to the intentional provision of false or
incomplete information? (Please circle):

2
 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 with
respect to State Finance Law §139-k is complete, true and accurate.

By: ___________________________ Date: __________________________

Signature

Name: _____________________________

Title: _____________________________

3
 Attachment 3

Roosevelt Island Operating Corporation

Record 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 Finance
Law §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? (Please
circle)
4
 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 date
of Contact:
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________

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