REVENUE ALLOCATION AGREEMENT
AGREEMENT made as of the
3vL.
day of
~
, 1988 by
and between NEW YORK STATE URBAN DEVELOPMENT CORPORATION ("UDC") a corporate governmental agency of the State of New York, constituting a political subdivision and public benefit corporation, having an office at 1515 Broadway, New York, New York 10036, ROOSEVELT ISLAND OPERATING CORPORATION ("RIOC"), a body corporate and politic constituting a public benefit corporation and political subdivision of the State of New York, having an office at 591 Main Street, Roosevelt Island, New York 10044, and the STATE OF NEW YORK, acting by and through the Director of the Budget of the State of New York. WITNESSETH: WHEREAS, UDC and The City of New York entered into a lease dated December 23rd, 1969 (the "Master Lease") pursuant to which The City of New York leased to UDC certain land and improvements known as Roosevelt Island and more particularly described as the Leased Premises in Schedule 1 and the Annexes I through IX of said Master Lease (the "Premises"); WHEREAS, in order to develop the Premises in accordance with such lease, UDC borrowed funds to finance construction of public facilities including without limitation, roads, sidewalks, sewer system, AVAC, water lines, schools, promenades, recreational facilities, a tram, parking garages, other parking facilities and other public facilities; WHEREAS, in addition, other funds have been advanced to cover deficits arising from the operation and maintenance of the Premises;
2
WHEREAS, under chapter 899 of the New York Laws of 1984 (the "RIOe Act") UDe is required to assign the Master Lease to RIOe: WHEREAS, the RIoe Act provides, in pertinent part, among other things, that all revenues derived from the contracts, leases, aqreements or instruments assigned to or assumed by RIoe pursuant to Section 6 Subdivision 2 of the RIoe Act be applied first to the payment of obligations assigned to or assumed by RIOe, as more fully provided for herein; WHEREAS, the RIoe Act further provides that UDe and RIoe shall enter into such agreements and take such actions to permit UDe to recover the investment it has made in the ·Premises: WHEREAS, the RIoe Act provides, among other things, that in order to permit UDe to recover the investment which it has heretofore made in the development of Roosevelt Island, such agreements shall provide appropriate assurances satisfactory to UDe for, inter alia, the prompt payment directly to UDe of (i) all sums from time to time due from lessees under the development subleases and (ii) all sums received by RIoe from the eity in connection with the termination of the Master Lease: NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, UDe and RIoe agree as follows:
3
Section 1. (a)
Definitions.
"Accrued Operating Deficit" shall mean the principal
amount, and interest thereon, advanced by UDC to fund deficits which arose from the operation of the Premises.
The unreimbursed
portion of the Accrued Operating Deficit and accrued interest thereon, calculated as shown on Exhibit 1 hereto, was $52,894,528.00 as of March 31, 1987.
The unreimbursed portion of
the Accrued Operating Deficit shall continue to bear interest at the rate of 5.74 percent per annum. (b)
"DOB" shall mean the Division of the Budget of the
State of New York or any successor agency thereof. (c)
"Fiscal Year" shall mean RIOC's fiscal year which
commences on April 1 and ends on March 31. (d)
"Master Lease" shall mean the lease between The City of
New York, as landlord, and UDC, as tenant, dated December 23, 1969, covering the Premises, as amended by amendments dated July 26, 1972, December 6, 1973, and December 16, 1977. (e)
"Northtown Phase II Sublease" shall mean that certain
Agreement of Lease, dated August 4, 1986, by and among UDC, RIoe
and Roosevelt Island Associates, as amended July 9, 1987. (f)
"Operating Expenses" shall mean all reasonable cash
expenditures, disbursements, costs, reserves and allowances incurred! actually made or paid by RIOC during a Fiscal Year in connection with its operation and maintenance of the premises and services thereon, including, without limiting the generality of the foregoing:
4
i.
the cost of supplies and materials required for
the administration, operation, maintenance and repair of the Premises, the cost of remuneration of persons, whether or not officers and employees of RIOe, engaged in such administration, operation, maintenance or repair, including wages, medical and general welfare benefits, group life insurance, workers' compensation insurance, RIOe's contributions to unemployment insurance and pension funds and uniforms, and amounts paid pursuant to contracts or agreements with contractors or others for or in connection with such administration, operation, maintenance or repair; ii.
the cost of all repairs, alterations and
improvements to maintain the Premises net of the proceeds of any insurance received by RIDe applicable to such repairs, alterations and improvements; iii.
the cost of utility services, including gas,
electricity, water, fuel and telephone; iv.
the cost of advertising the Premises or portions
thereof; v.
lawyers'
fees and disbursements for services
rendered in connection with the administration, operation, maintenance or repair of the Premises, including without limiting the generality of the foregoing, all such fees and disbursements relating to the collection of rent from sublessees and all expenses of such collection of rent;
5
vi.
accountants' fees for preparing the statements
described in Section 4 hereof; vii.
sales, excise and other similar taxes, if any,
paid in respect of the foregoing, local or municipal charges, levies and fees for utilities, if any, and local or municipal taxes, if any, imposed with respect to the Premises or the improvements thereon; viii.
the cost of all permit5, licenses or other
authorizations required for the administration, operation, maintenance and repair of the Premises; and ix.
payments made by RIoe in satisfaction of or on
account of premiums with respect to any policy or policies of insurance on or in any way relating to the Premises. All such expenses shall be made in accordance with a budget approved by the Director of the Budqet and, in those years when RIoe receives an appropriation from the State, in accordance with a financial plan approved by the Director of the Budget. (g)
"Other Revenues" shall mean all rents, issues, profits,
fees, income and revenues of any nature whatsoever derived, directly or indirectly, from the Premises, including without limitation all amounts payable under the Northtown Phase II Sublease, excluding however, Phase I Revenues, Public Purpose Payments and Termination Payments. (h)
"Phase I Revenue" shall mean all rent, issues, profits,
fees, income and revenues of any nature whatsoever derived, directly or indirectly, from the land covered by the Phase I Subleases and the improvements located thereon, includinq
, \vithout limitation all rent, additional rent and other payments of any nature whatsoever payable by leasees under the Phase I Subleases. (i)
"Phase I" shall mean all physical improvements
constructed on and related to the premises subject to the Master Lease as of January 1, 1987 and all modifications, alterations, restorations, and replacements related thereto. (j)
~Phase
I Subleases" shall mean the Subleases
identified on Exhibit
~
hereto as the same may from time to time
be amended, modified, entered into, or replaced. (k)
"Project Fees" shall mean certain fees reserved for
lessee under the Master
~ease
as defined in Section 22 of the
Master Lease. (1)
"Public Facilities" shall mean those public facilities
on the Premises existing as of the date hereof including, without limitation, roads, sidewalks, sewer system, AVAC, water lines, tram, promenades, parking garage and other parking facilities and recreational facilities. (m)
"Public Facilities Debt" shall mean the total principal
amount, interest and opportunity costs thereon, calculated at 5.74 percent per annum, advanced by UDC to finance construction of the Public Facilities.
The Public Facilities Debt, calculated
as shown on Fxhibit 1 hereto, was $117,462,448.00 as of March 31, 1987.
The unpaid amount of the Public 'Facilities Debt shall
continue to bear interest at the rate of 5.74 percent per annum.
7
(n)
"Public Facilities Revenue" shall mean all rent,
profits, fees, income and revenues of any nature whatsoever derived, directly or indirectly, =rom Public Facilities, except schools as identified in Exhibit 2, including without limitation all rent, profits, fees, income and revenue derived from (i) the parking facility containing approximately 1,000 parking spaces known as Motorgate I, and any additions thereto,
(ii) the
Roosevelt Island Tramway, and (iii) all charges, levies or fees imposed for the tramway service, central pneumatic collection system, security service, community worker service, landscaping, street maintenance, Blackwell House, Sportspark, recreational and athletic facilities, parking facilities other than Motorgate I and for use of all other public facilities. (0)
"Public Purpose Payments" shall mean the public purpose
payments to be paid to landlord by tenant pursuant to Section 3.07 of the Northtown Phase II Sublease. (p)
IITermination Payments ll shall mean all payments paid or
payable by the City of New York, as landlord, to UDC, as lessee, pursuant to Sections 13 and 14 of the Master Lease. (q)
"UDC Account" shall mean an account in UDC's name at a
commercial bank, savings bank, savings and loan association or trust company selected from time to time by UDC. Section 2. (a)
Revenue Collection.
Phase I Revenues.
RIOC shall payor shall cause to be
paid by assignment or otherwise all Phase I Revenues and Project Fees derived from Phase I directly to UDC.
RIOC shall cause all
Phase I Subleases and other third parties obligated to make
8
payments constituting a part of Phase I revenues, to make payment directly to UDC at the address set forth in section 7(c) hereof.
RIoe's assignment of Phase I revenues to UDe shall be
substantially in the form set forth as Exhibit 3 hereto. (b)
RIoe shall collect all Other Revenues and apply same as
set forth in the Revenue Allocation Schedule contained in section 3 hereof. Section 3. (a)
Revenue Allocation Schedule for Other Revenues
Within ninety (90) days after the end of each Fiscal
Year, RIOC shall apply all Other Revenues collected by it during said Fiscal Year in the following manner and order: i.
first, RIoe shall retain an amount equal to its
actual Operating Expenses; ii.
second, until such time as the Accrued Operating
Deficit is repaid, RIoe shall deposit in a UDe Account established for the purpose of repaying the State General Fund, the Other Revenues collected by it over RIoe's actual Operating Expenses; iii.
third, until such time as UDC's Public Facilities
Debt is repaid, RIoe shall deposit in a UDe Account the actual Other Revenues collected by it over the aggregate of (a) RIOe's actual Operating Expenses; and
(b) the Accrued
operating Deficit; iv.
fourth, until such time as all other State
operating subsidies for Roosevelt Island, including monies appropriated directly to RIOC for operating expenses shall have been repaid, RIoe shall pay to UDe pursuant to a
9
repayment agreement among RIOC, UDC and the state, Other Revenues received by it over the aggregate of (a) RIOC's actual Operating Expenses,
(b) the Accrued Operating
Deficit and (c) UDC's Public Facilities Debt; v.
fifth, until such time as all other state capital
investments in Roosevelt Island shall have been repaid, RIOC shall pay to UDC pursuant to a repayment agreement among RIOC, UDC and the state, Other Revenues received by it over the aggregate of (a) RIOC's actual Operating Expenses, the Accrued operating Deficit,
(b)
(c) UDC's Public Facilities
Debt, and (d) all other state operating subsidies for Roosevelt Island; (b)
RIoe shall reserve from revenues all Project Fees due
and payable to uoe or RIoe under the Master Lease.
RIoe shall
pay to UDC those Project Fees arising out of the development of Phase I and of all public facilities developed in with Phase I; and (c)
RIoe shall collect and pay to UDC, or cause to be paid
to UDC, all Termination Payments. section 4. (a)
Financial Reports
Not later than thirty (30) days after "a Budget for the
state containing an appropriation to RIOC has been enacted by the state Legislature, the Director of the Budget shall provide notification to UDe of the appropriate revenue and expenditure estimates assumed in RIoe's enacted appropriation.
In those
Fiscal Years in which the Budget for the state does not contain an appropriation to RIOe enacted by the state Legislature, RIoe
10
shall deliver to UDe, not later than thirty (30) days after its approval by the Director of the Budget, a copy of RIOe's budget for the operation of the premises for the forthcoming Fiscal Year.
At a minimum, the budget shall contain (i) RIoe's
projected operating Expenses; Facilities Revenue;
(ii) RIOe's projected Public
(iii) RIoe's projected Public Purpose
Payments; and (iv) RIoe's projected Other Revenues. (b)
Not more than ninety (90) days after the end of each
Fiscal Year, RIoe shall deliver to UDe a copy of the audited financial statement for RIoe for the preceding Fiscal Year prepared in accordance with Section 9 Subdivision 2 of the RIoe Act by a New York State licensed certified public accounting firm.
The audited financial statement shall be prepared in
accordance with generally accepted accounting principles and shall contain among other things, separate entries setting forth details of (i) operating Expenses, Revenue,
(iii) Other Revenues,
(ii) Public Facilities
(iv) Project Fees, if applicable,
(v) any Termination Payments and (vi) any additional materially significant financial information. (c)
Not more than ninety (90) days after the end of each
Fiscal Year, UDe shall provide RIoe with a financial statement setting forth (i) actual Phase I Revenue collected,
(ii) any
Other Revenue received by UDe pursuant to this agreement, and (iii) the beginning of year balance, interest accrued, payments applied and end of year balance of the Accrued operating Deficit and the accumulated Public Facilities Debt as set forth in Exhibit 2 attached hereto.
11
(d)
Maintenance of Books and Records.
RIOC and UDC shall
keep and maintain at their respective offices in New York City complete and accurate books and records of accounts of the operations of the Premises from which RIOC and UDC may determine respectively for each Fiscal Year the items to be shown or set forth on the statements to be delivered to UDC pursuant to section 4 (b) hereof and to be delivered to RIOC pursuant section 4(c) hereof and shall preserve for a period of at least three (3) years after the end of each applicable period of time, such books and records. (e)
Inspection and Audits of Books and Records.
UDC or
UDC's agent or designee shall have the right from time to time ·during regular business hours, upon three (3) business days' notice, to inspect, audit and, at its option, duplicate, at UDC's expense, any of RIOC's books and records and other papers and files of RIOC relating in any manner to the Premises.
RIoe
produce them upon request of UDC, UDC's agent or designee. Subject to applicable law, UDC shall hold in confidence, and shall cause all of UDC's agents and designees to hold in confidence, all information obtained from RIOC's books, records, papers and files, except as may be necessary for the enforcement of UDC's rights under this Agreement.
RIOC shall have the same
right as UDC has herein to audit and inspect UDC's books and records and all other papers and files relating in any manner to the premises.
Subject to applicable law, RIOC shall hold in
confidence, and shall cause all of RIOC's agents and designees to hold in confidence, all information as may be necessary for the enforcement of RIOC's rights under this Agreement.
12
Section 5.
(a)
Operation of the Premises.
RIoe shall comply with all the terms and conditions of
the Master Lease and shall operate the Premises covered thereunder in a prudent manner. (b)
RIoe shall not commit, permit or suffer a default to
occur under the Master Lease.
RIoe shall not terminate or
surrender its interest in the Master Lease.
RIoe shall not
assign its interest in the Master Lease except as provided under the Master Lease or as otherwise required by law without the approval of UDe and the Director of the Division of the Budget. (c)
RIoe shall not terminate, release or grant an interest
in the premises subject to any Phase I Sublease if that action could reasonably be expected to adversely affect UDe's Phase I Revenues in either the current Fiscal Year or the subsequent Fiscal Year
percent or more without UDCis prior written
approval, which approval shall not be unreasonably withheld.
Section 6.
(a)
Term of Agreement.
Effective Date.
This agreement is effective on
March 31, 1988. (b)
Termination.This Agreement shall terminate upon
repayment in full of each item required to be repaid in accordance with the Revenue Allocation Schedule set forth in section 3 hereof.
Upon termination of this Agreement, as in this
section 6 provided, every party shall, at the request of any of
13
the other, execute and deliver an agreement in form satisfactory to the other parties evidencing such termination.
section 7. (a)
Miscellaneous.
Amendment.
This Agreement cannot be changed or
terminated orally, but only by a written instrument of change, modification, waiver or termination executed by the party against whom enforcement of any change, modification, waiver or discharge is sought. (b)
Governing Law.
This Agreement shall be governed by and
construed in accordance with the laws of the state of New York. (c)
Notice.
Any notice, request, consent or other
communication under this Agreement shall be in writing and shall be given by mailing the same by registered or certified mail, return receipt requested, as follows: To DOB: Director, New York State Division of the Budget State Capitol Albany, New York Attention:
12224
Economic Development & Environmental Affairs Unit
To RIOC: Roosevelt Island Operating Corporation 591 Main street Roosevelt Island, New York 10044 Attention:
Fiscal Officer
14
To UDe: New York state Urban Development corporation 1515 Broadway New York, New York 10036 Attention:
(d)
Chief Financial Officer
Successors and Assigns.
The agreements, terms
convenants and conditions herein shall bind and inure to the benefit of RIOe, DOB and UDe and their respective successors and assigns. (e)
Runs with Leaseholds.
This Agreement shall be binding
upon, and run with, the Master Lease and the leasehold estate created thereby.
(f)
No Joint venture.
Nothing herein is intended nor shall
be deemed to create a joint venture or partnership between RIoe and UDe.
(g)
Entire Agreement.
This Agreement contains all the
promises, agreements, conditions, inducements and understandings between RIoe and UDe relative to the Premises and there are no promises, agreements, conditions, understanding, inducements, warranties or representations, oral or written, expressed or implied, between them other than as herein set forth other than as may be expressly contained in any written agreements or instruments executed by the parties or a party hereto.
15
IN WITNESS WHEREOF, UDC, DOB and RIOC have executed this Agreement as of the date first above ROOSEVELT
-
NEW YO K ST~TE URB~ ?E1~PMENT CORPORATION By:'!
NEW By:
YORK~STATE
' .
LL<-
DIVISION OF THE BUDGET
,==-1 )Ct-C"
(:J~Z
STATE OF NEW YORK
) ss. :
COUNTY OF NEW YORK ) On the ~ day of ~ , 1988, before me personally came Vincent Tese, t~known, who, being by me duly sworn, did depose and say t at he resides at 130 East 74th Street, New York, New York 10021; that he is the Chairman of the Board and Chief Executive Officer of NEW YORK STATE URBAN DEVELOPMENT CORPORATION, the public benefit corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
S. IIIMOt ..,.,JO..uetE "'*~. 'tlte ,f ..... , .
Nt. 3\4n171l . ~ II ..... ~ CMIIIr¢7
en· .... [Notarial Seal]
btIM." Jo.
,~
STATE OF NEW YORK ss. : COUNTY OF NEW YORK )
.:r
On the "'l.1 day of IA-Li ' 1988, before me personally came William B. Eimicke, 0 me known, who, being by me duly sworn, did depose and say that he resides at 6)f\~ b-vo(h~ p~")A Bn:n1 tJ I 0 ~ ; that he is the Chairman of the Board and hief Executive Officer of ROOSEVELT ISLAND OPERATING CORPORATION, a body corporate and politic constituting a political subdivision of the State of New York and a public benefit corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
Notary Public MICHAEL A. ROSAS Notary public. State of ,...jew YOft
[Notarial Seal]
"-:0.
r·
00930
31·4921557
Ouahf,Fort In New Yo:X Cp!lnty nl$sion Expires z..!J. /q 0 I
STATE OF NEW YORK
) ss. :
COUNTY OF NEW YORK )
~
~?¥
On the day of u1tC ' 1988, before me personally came 4~'(] , to me known, who, being ~me duly sworn, did deposedsay that he resides at h fkf;~ ~JI?a" ~ 'tJ~ ; that he is the CC~ ~+ZiJ) f the DIVISION OF BUDGET OF THE STATE OF NEW YORK and the same person who executed the foreoing instrument, and he acknowledged that he executed the foregoing instrument on behalf of the State of New York pursuant to the authority vested in him by the State Finance Law of the State of New York.
U'
fl' ;" i--4.L · f1 c~d ~ Notary Public
[Notarial Seal]
00930
t
CHIt"TIH! A. CONROY .
Notary ~ic. St.te .t New Vri ' No. 4706631
,.~ClIuilified ill S.,..tog. ~nty "'I'nmiSSlOn upires Mil~ lOt 19~fj.
Exhibit 1
Accrued Operating Deficit (as of March 31, 1987)
$52,894,528 ============
Public Facilities Debt (as of March 31, 1987) 109,000,000
Capital Costs I.5. 217
7,219,085
Development Fee
1,210,200
G & A Reimbursements
33,163
TOTAL
$117,462,448 ============
Page 1 of 5
NF:W ynnK !iTATF: UIlHNI 1lf:IIF, ••• t'Mf.NT rOHY.'ATlnrl PO-'S F:Vr.l.T t ~I .II NT'l ~~
of March 31, IqB7
Accrued 9?':r~t
ill'J
lll:~s
!>uhsldles
-
'Jl1;!!
fol1owlnq
as or "hfl~h
r('prE'~I"nl~
11,1987
thl"
n)ner,qtin~
In~~ ~lIh~idif"~
,'nll
Deficit
~r.r.llmllli\tl"cI
intf'rl"·,t rplilt in'1 to
nnn~"'vr.lt
t N'1'f.R F:'rr
Yf.r.P Tn~pt
fA("1l'1>
1.87)7 I. li7 r,R 1.41)0A 1. 4174 1.140')
---ion-I ')'7')
J, 7')1,731
,),74
6,975,187 2,731,301 2,')07,48') 2,674,731 ),0')2,149 J, ')';),1')') 4,462,868 4, ql),), 311 4,2A6,860
S.74 ').74 ').74
1976-1978 1,)7Q 1980 1')81 11)82 198] 1984 1980, 19116
Tl"fl'AI.
nfl1'F:n ,
NOJt.n'
"'.74 S.74 ').74 "'.74 "'.74 r,.74
TsI,,"" ofll"rat.lon!';
1. 7617 I, I qA"
1. 13 3A 1.07}) 1. nl41
MAP('l{ 31, I q87 ~
7,02q ,'')1 11,li88,787 4,OQ1,')92 J, ')')4, 141 3,S8S,3')1 J,I)IQ,9n ','SQ,Il,f; S,060,073 0;, J0;6,760 4,347,0 11 0;
"
997011/6
PaRe 2 of 5
lJIU~
N1'101 'x'I)IIK STNI,.:
IM,'n':JIJI'MI'NT () Mil UIVI'I' IfltJ
nrn;~;VEI
;ll\NJ)
as of M"rcl, Jl, 19R7
PUBLIC FACILITIES DEBT (in thousands of. rlollarsl
Tn,/nr-:tfTV"nt
Total/Net Year
Investment A
I nc"pt lon-1 ~172/1973 1973/1974 1974/1!175 1975/1976 1976/1 ~177 1977/19178 1978/19 79 1979/19'80 1980/1981(5 lID.) 1981/1982 1982/1983 1983/1984 1984/1985 1985/1986 1986/1987 1
Recovery -B
-C--
$12,1~55
~~12, 155·
10,780 15,388 16,207 5,720 -0212 48 $
I~
Investm~nt
402 1,316 1,392 1,718 1,754 1,679 1,703
um:
22,935 38,3:23 54,5]0 60,2'jO 60,2S0 60,462 60,510 60,108 58,7!I2 57,400 55,6112 53,928 52,2~19
50, 5~16
1\veraqe Inves~nt
rnter"st Rate
D
E
$ 6,078 17,545 30,629 46,427 57,390 60,250 60,356 60,468 60,309 59,450 58,096 56,541 54,805 53,089 51,397
5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74 5.74
~!
Interl'!lt F:xppnse
--F--
$
i
34q 1,007 1,7'iA 2,665 3,294 3,458 3,464 3,470 1,442 3,412 3,335 3,245 ],146 3,.047 2,950
CUll... 1at i V" Jntf>rest
r.
349 1,3'>/; 3,114 5,779 9,071 12,531 15,995 19,465 20,907 24,319 27,654 30,899 34,045 37,092 40,042 $
"' ......... r hi,. i ~'!
"v"ran" 11
17<;
~
r"!lt ----y 10
~
A'>J ;I, :"<; 4,447 7,4'1; 10,n07. 14,21>1 17,730 20,IAA 22,fi13 2<;,9Afi 29,27/; 37.,472 3<;,'>/;A 3R,'i/;7
~I'I
1:>R ;?<.r;
"'1;
';;10
Rlq 1,I'IR 4A1 I, ;lQR l,4Q;I 1,IlAI l,R/;4
;1,04, 2,114 1~~
40.042 ~1I11marV
ROCAPr1UI ATfCN Net Investment Interest F:xpense Investment Opportunity Cost
Tnvf>stlllPnt
$50,546 40,042 18,412
Onpnr~lInitv
roE'vpl 1 roE'vpl 2
I\Mitinni'll !".. t.)
r"rt
1:14,41'11'1 1,
~H
~",q
~]2
~
'"
C= CllIIlJilati'lIe A less CUlUlative B D= Currf>nt y'ear C plus previous year C 2 F:= Interest rate assigned per Master Lease f'=r>xE G= Current
Y'ear H= Current y,~ar I" H x 5 • 74\ J. Current y,ear K- Current y'ear L= K x 'i.74\
....
F plus previous :~ar G G plus previous year G 2
I plus previous year J J plus previous year J 2
9970A/9 041511
Pa~e
3 of 5
Public Facilities Debt (Cant' d)
O"""\M.ivt' Tnvpc:tlll"nt npportunity Co!:t J
t
(0 SCI
187 442 1368 1. 488 2, )07 3,325 1,1l0A 5,106 6,')"8 8,271) 10,143 12,185 14,~qq
Md i ti c'nill lnv('<:tnlPnt.
9'P'! Co<:t
AVt'raq('
k
t
t
5 35 123 315 655 1,178 1,898 2,817 3,567 4,457 5,852 7,439 9,211 11 ,164 13, )42
2 7 18 38 68 lOCI
)62 85 2'.>6 3)(, 427 52C1 64) 766
S
3,444
'tt-
Pa~e
4 of 5
Public Facilitier ~
vntlK
~1I'T'r.
cbt (Cant I d)
URAAN OF:VEU'lPMENT
~rroIlTTnt'
P!UlEVELT TS[.AND a~
of M.uch 31, 1987
ure POOTTON LI'i'ISf>:
I. S.-217 -
1he pce~I'nt value ~Ind ,1ccrlled intl"re~t i'It March )[
School5
(T. ~.-2171
.,~
ar" ~
Present Va hll" Accrued Tntere5t
,1987 r ... li'11. i nq
I n I hI' POO5f'Vf'lt T51aOO
follnw .. :
6,842,7),) 376, )50 ~7,219,011
~evf>lo~nt
ree -
As pl"c the original lei'lsl" agrf'ement, urr is f'ntltl~ to rf'Cf'ivf' a pro;f'ct ffOe of " of the toti'l) projf'Ct co!;l. <;'I ..h r,.p, with ff'~f""ct to th,. infr" .. trllctllfl' invpsttnPnt, i~ "i'llculllt~ Tnfrastructure cost Rate'
liS
(nll"-1<::
t60,510,000 .02 ~)P-J.QQ
G~np.ri'll
,
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Page 5 of 5
I~
EXHIBIT 2 A.
HOUSING COMPANY LEASES
B.
COMMERCIAL LEASES
C.
SCHOOL SUBLEASE
Exhibit 2 Page 1 of 5 • A.
HOUSING COMPANY LEASES
1. Lease between New York State Urban Development Corporation (·UDC·) and North Town Phase I Houses, Inc. ("Housing Company"), dated March 15, 1972. b. Sublease between North Town Phase I Houses, Inc. for the benefit of North Town Roosevelt Associates (·Sublessors·) and New York State Urban Development Corporation ("Sublessee·), dated January 1, 1976. 2. Ground Lease betweeen New York State Urban Development Corporation (NUDC") and North Town Phase II Houses, Inc. (·Housing Company"), dated October 30, 1972. b. Certain Agreements between New York State Urban Development Corporation (NUDC") and Sovereign Construction Company Ltd. ("Developer"), dated October 30, 1972. 3. Ground Lease between New York State Urban Development Corporation (NUDC") and North Town Phase III Houses, Inc. ("Housing Company"), dated April 25, 1973. b. Certain Agreements between New York State Urban Development Corporation ("UDC") and Sovereign Construction Company Ltd. ("Developer"), dated April 25, 1973. Re: North Town Phase III Houses. 4. Restated Ground Lease between New York State Urban Development Corporation ("UDC") and Rivercross Tenants' Corporation ("Housing Company"), dated November 30, 1977. b. Sublease between North Town Phase IV Houses Associates ("Sublessor") and New York State Urban Development Corporation ("Sublessee"), dated March 1, 1976.
Exhibit 2 Page 2 of 5 \
B.
COMMERCIAL LEASES
1.
Lease between New York State Urban Development Corporation ("UDC"), Landlord, and C.O. Bigelow Chemists, II, of Roosevelt Inc., Tenant, dated June 30, 1976.
b.
First Amendment dated October 30, 1980 to Lease, dated June 30, 1976 between UDC and c.o. Bigelow Chemists, II, of Roosevelt Inc.
2.
Lease between New York State Urban Development Corporation ("UDC"), Landlord, and Mall Hair Fashions, Inc., Tenant, dated December 12, 1977.
b.
Assignment Agreement among New York State Urban Development Corporation ("Landlord"), Mall Hair Fashions, Inc. a/k/a Pietrese, Ltd. ("Assignor"), B'ellissma Hair Styles, Inc. ("Assignee") and Pietrese, Ltd. ("Guarantor"), dated March 30, 1981.
3.
Lease between New York State Urban Development Corporation ("UDC"), Landlord, and New York Telephone Company, Tenant, dated February 6, 1976.
4.
Lease between New York State Urban Development Corporation ("UDC"), Landlord, and Roosevelt Island Stationers, Inc. ("Tenant"), dated September 26, 1975.
b.
Assignment Agreement among New York State Urban Development Corporation ("Landlord"), Roosevelt Island Stationers, Inc. ("Assignor"), Roosevelt Island Sundries, Inc. ("Assignee") and Joseph Ginsberg and Bess Ginsberg, dated March 6, 1978.
5.
Lease between New York State Urban Development Corporation ("Landlord") and Barbphyll Cleaning, Inc. ("Tenant") dated February 4, 1976.
6.
Lease between New York State Urban Development Corporation ("Landlord") and Roosevelt Island Deli, Inc. ("Tenant") dated October 1, 1980.
7.
Lease between New York State Urban Development Corporation ("Landlord") and Kosta Roosevelt, Inc. ("Tenant") dated December I, 1977.
8.
Lease between New York State Urban Development Corporation ("Landlord") and Roosevelt Island Liquors, Inc. ("Tenant") dated December IS, 1975.
Exhibit 2 Page 3 of 5
9. Lease between New York State Urban Development Corporation ("Landlord") and Church of St. Francis Xavier Cabrini ("Tenant") dated June 1, 1979. 10. Lease between New York State Urban Development Corporation ("Landlord") and Insieme, Inc. ("Tenant") dated March 25, 1976.
b.
Amendment dated January 19, 1981 to Lease, dated March 25, 1976 between UDC and Insieme, Inc.
11. Lease between New York State Urban Development Corporation ("Landlord") and Sloans Supermarkets, Inc. and Sloans Holding Corp. ("Tenant") dated July 23, 1976. 12. Lease between New York State Urban Development Corporation ("Landlord") and Manufacturers Hanover Trust Company ("Tenant") dated February 14, 1977. 13. Lease between New York State Urban Development Corporation ("Lessor") and Manufacturers Hanover Trust Company ("Lessee") dated July 10, 1973. [TEMPORARY] (Trailer until #12 Lease). 14. Lease between New York State Urban Development Corporation ("Landlord") and Fili Management Corp. ("Tenant") dated April 11, 1979 (folded operations). 15. Agreement of Lease between Roosevelt Island Development Corporation and U.S. Postal Service, dated June 21, 1974.
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Sxhibit 2
Pa~e
4 of 5
COMMERCIAL LEASES 16.
Lease between Roosevelt Island Operating Corporation ( II RIOC"), Landlord, and R. I. V. Home Entertainment Center Inc., Tenant, dated November 1, 1986.
17.
Lease between Safe Affordable Housing for Everyone, Inc. ("SAHE"), Landlord, and Polo Trade Corporation, Tenant, dated February 25, 1983.
18.
Lease between Roosevelt Island Operating Corporation ("RIOC"), Landlord, and Cymelia Prod, Inc., Tenant, dated February 1, 1987.
19.
Lease between Roosevelt Island Operating Corporation ("RIOC"), Landlord, and Cafe Cosette, Ltd., Tenant, dated June 1, 1987.
20.
Lease between Safe Affordable Housing for Everyone, Inc., (SAHE"), Landlord, and Silver Bay Limousine Service, Inc., Tenant, dated December 20, 1982.
21.
Lease between Safe Affordable Housing for Everyone, Inc., ("SAHE"), Landlord, and Friends of the Roosevelt Island Community Library, Inc., Tenant, dated June 24, 1981.
22.
Lease between Safe Affordable Housing for Everyone, Inc., ("SAHE"), Landlord, and Diversified Travel Services Inc., Tenant, dated August 14, 1981.
23.
Lease between Safe Affordable Housing for Everyone, Inc., ("SAHE"), Landlord, and Lu and Lu Restaurant, Inc., Tenant, dated December 3, 1981.
OMIT
Lease between New York State Urban Development Corporation ("UDC"), Landlord, and New York Telephone Company, Tenant, dated February 6, 1976 (terminated).
DAJ/ta
Exhibit 2 Page 5 of 5
c. 1.
SCHOOL SUBLEASE
Sublease Agreement between New York State Urban Development Corporation ("sublessor") and The City of New York ("Sublessee") for P.S./I.S. 217 Roosevelt Island, dated August 1, 1980.
EXHIBIT 3 ASSIGNMENT AND ASSUMPTION AGREEMENT (Phase I Subleases and Revenue) ASSIG!MENT AND ASSUMPTION AGREEMENT made as of the «I~~ day of chbL~ , 1988 by and between NEW YORK STATE URBAN DEVELO ENT CORPORATION ("UDC"), a corporate governmental agency of the State of New York, constituting a political subdivision and public benefit corporation, having an office at 1515 Broadway, New York, New York 10036-8960 and ROOSEVELT ISLAND OPERATING CORPORATION ("RIOC"), a public benefit corporation and subdivision of the State of New York, having an office at 591 Main Street, Roosevelt Island, New York 10044. WIT N E SSE T H: WHEREAS, UDC and the City of New York entered into a lease dated December 23, 1969 pursuant to which the City of New York leased to UDC certain land and improvements known as Roosevelt Island and more particularly described as the Leased Premises in Schedule 1 and the Annexes I through IX of said lease; which lease was amended by amendments dated July 26, 1972, December 6, 1973 and December 16, 1977 (the lease, as amended, is hereinafter referred to as the "Master Lease"); WHEREAS, Chapter 899 of the 1984 Laws of New York (the "RlQC Act") provides, among other things, for the assignment of the Master Lease from UDC to RIOC; and WHEREAS, in order to develop the Leased Premises in accordance with the Master Lease, UDC entered into various subleases (the "Subleases") affecting portions of the Leased Premises, described on Exhibit 2 (inclusive of parts A, Band C) to the Revenue Allocation Agreement among ~RIOC and the New York State Division of the Budget, dated U1-C .3 , }qff (the "Revenue Allocation Agreement"); WHEREAS, the assignment of the Master Lease from UDC to RIOC will carry with it, by operation of law, the Subleases; and WHEREAS, the RIOC Act requires, among other things, that in order to permit UDC to recover the investment that it has heretofore made in the development of Roosevelt Island, UDC and RIOC enter into agreements that provide appropriate assurances
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satisfactory to UOC (a) for the prompt payment directly to UOC of (i) all sums from time to time due from lessees under the Subleases (the "Sublessees") and (ii) all sums received by UOC from the City of New York in connection with the termination of the Master Lease and (b) for the amending and supplementing of the Subleases in order to protect the rights of the holders of any mortgages covering the Subleases. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, UOC and RIOC agree as follows: 1. UOC does hereby assign unto RIOC all of its rights, title and interests in and under the Subleases. RIOC does hereby accept the assignment of UOC's rights, title and interest in and under the Subleases. Notwithstanding anything contained herein, said assignment of the Subleases shall not be construed to include an assignment by UOC to RIOC of any bonds or notes issued, or mortgages or security agreements held by UOC or any of its subsidiaries. 2. RIOC does hereby assign unto UDC all its rights, title and interest in and to the payment of money due and payable and any and all rights and remedies relative thereto under the Subleases.
3. UDC does hereby accept the assignment of RIOC's rights, title and interest in and to the payment of money due and payable and any and all rights and remedies relative thereto under the Subleases and assumes all the obligations with respect to same of the Sublessors under the Subleases.
4. UOC does hereby reassign back to RIOC, for a period of five (5) years only from the effective date of this Agreement, all of its rights, title and interest in and to the payment of money due and payable and any and all rights and remedies relative thereto under the Commercial Subleases described on Exhibit 2B to the Revenue Allocation Agreement (the "Commercial Lease Reassignment"). This Commercial Lease Reassignment is limited to and affects only the specified Commercial Subleases listed on Exhibit 2B. This Commercial Lease Reassignment shall terminate on the fifth anniversary of the effective date of this Agreement, at which time, all rights, title and interest in and to the payment of money due and payable and any and all rights and remedies relative thereto under the Commercial Subleases shall automatically revert back to UOC. All applicable provisions of this Agreement shall apply fully to UOC's Commercial Lease Reassignment to RIOC and the reversion back to UOC upon the termination of said Corr~ercial Lease Reassignment.
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Nothing herein contained shall be deemed to impose any obligation on the part of RIOC to deliver physical possession to UDC of the premises covered by the terminated Sublease unless RIOC at the time of the execution and delivery of such new sublease shall have obtained physical possession thereof. 10. No agreement between RIOC and a Sublessee amending, modifying, cancelling or surrendering a Sublease shall be effective without the prior consent of UDC. 11. In the event UDC or its designee shall have acquired title to a Sublessee's interest in a Sublease, or shall have entered into a new sublease pursuant to this Agreement, upon assignment thereof in accordance with the terms of a Sublease or such new sublease, UDC or its designee shall be released from all liability for the performance or observance of the covenants and conditions in a Sublease or such new sublease contained on a Sublessee's part to be performed and observed from and after the date of such assignment. 12. RIOC shall, upon request of UDC, consent to be named as a party in any lawsuit brought by or on behalf of RIoe and/or UDe against any Sublessee or other party to enforce the rights, interests and obligations of RIOC and/or UDe existing now or hereafter under the law, the Master Lease, the Subleases, the Revenue Allocation Agreement or this Agreement. RIOC hereby consents to enter into such agreements and to execute such documents as UDC determines to be necessary or appropriate to enforce such rights, interests and obligations. 13. This Agreement cannot be changed or terminated orally, but only by a written instrument of change, modification, waiver or termination executed by the party against whom enforcement of any change, modification, waiver or discharge is sought. 14. This Agreement shall terminate at the same time as and upon the termination of the Revenue Allocation Agreement as provided for in Section 6 of said Revenue Allocation Agreement. Subsequent to the termination of this Agreement, each party shall, at the request of the other, execute and deliver an agreement in form satisfactory to the other party evidencing such termination. 15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
- 5 16. Any notice, request, consent or other communication under this Agreement shall be in writing and shall be given by mailing the same by registered or certified mail, return receipt requested, as follows: To RIOC: Roosevelt Island Operating Corporation 591 Main Street Roosevelt Island, New York 10044 Attention:
Fiscal Officer
To UDC: New York State Urban Development Corporation 1515 Broadway New York, New York 10036 Attention:
Chief Financial Officer
17. The agreements, terms, covenants and conditions herein shall bind and inure to the benefit of RIOC and UDC and their respective successors and assigns. 18. This Agreement contains all the promises, agreements, conditions, inducements and understandings between RIoe and UDC relative to the Leased Premises and there are no promises, agreements, conditions, understandings, inducements, warranties or representations, oral or written, expressed or implied, between them other than as herein set forth or as may be expressly contained in any written agreements or instruments executed by the parties or a party hereto. 19. All terms used in this Agreement, including defined terms, shall have the same meaning as in the Revenue Allocation Agreement.
20.
This agreement is effective on March 31, 1988.
IN WITNESS WHEREOF, UDC and RIOC have executed Agreement as of the date first above written. ROOSEVELT ISLAND CORPORATIO~
/
..
~.
By: ______ _______________________ William B. Eimicke, Chairman of the d and Chief Executive Officer ~~
NEW
K STATE URBA~ OPMENT CQ~TAO,N
the Officer
- 5 16. Any notice, request, consent or other communication under this Agreement shall be in writing and shall be given by mailing the same by registered or certified mail, return receipt requested, as follows: To RIOC: Roosevelt Island Operating Corporation 591 Main Street Roosevelt Island, New York 10044 Attention:
Fiscal Officer
To UDC: New York State Urban Development Corporation 1515 Broadway New York, New York 10036 Attention:
Chief Financial Officer
17. The agreements, terms, covenants and conditions herein shall bind and inure to the benefit of RIOC and UDC and their respective successors and assigns. 18. This Agreement contains all the promises, agreements, conditions, inducements and understandings between RIoe and UDC relative to the Leased Premises and there are no promises, agreements, conditions, understandings, inducements, warranties or representations, oral or written, expressed or implied, between them other than as herein set forth or as may be expressly contained in any written agreements or instruments executed by the parties or a party hereto. 19. All terms used in this Agreement, including defined terms, shall have the same meaning as in the Revenue Allocation Agreement.
20.
This agreement is effective on March 31, 1988.
IN WITNESS WHEREOF, UDC and RIOC have executed Agreement as of the date first above written. ROOSEVELT ISLAND CORPORATIO~
/
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By: ______ _______________________ William B. Eimicke, Chairman of the d and Chief Executive Officer ~~
NEW
K STATE URBA~ OPMENT CQ~TAO,N
the Officer
